Common use of Termination for Clause in Contracts

Termination for. “Cause”. Effective immediately and without prior notice (written or otherwise), Company may terminate Employee’s employment hereunder for “Cause,” which, for purposes of this Agreement, includes any one or more of the following: (a) the commission of or engagement in a felony or other crime involving moral turpitude or the commission of any other act or omission involving misappropriation, dishonesty, unethical business conduct, disloyalty, fraud or breach of fiduciary duty; (b) reporting to work under the influence of alcohol; (c) the use of illegal drugs (whether or not at the workplace) or other conduct, even if not in conjunction with his duties hereunder, which could reasonably be expected to, or which does, cause Company, Xxxxxxxx or any of their affiliates public disgrace or disrepute or economic harm; (d) the failure to perform duties as reasonably directed by the CEO or CFO or any other officer to whom Employee reports or the taking of any action contrary to specific direction of the CEO or CFO; (e) gross negligence or willful misconduct (i) with respect to Company, Xxxxxxxx or any of their affiliates or in the performance of Employee’s duties to the same or (ii) that is materially injurious to Company, Xxxxxxxx or any of their affiliates, their clients or their reputations, monetarily or otherwise; (f) the aiding or abetting of a competitor or other breach by Employee of his fiduciary duty of loyalty to Company, including the obtaining of any personal profit not thoroughly disclosed to and approved by Company and Xxxxxxxx in connection with any transaction entered into by, or on behalf of, Company, Xxxxxxxx or any of their affiliates; (g) the violation of any of the terms of Company’s rules or policies which, if curable, is not cured to Company’s reasonable satisfaction within fifteen (15) days after written notice thereof to Employee; (h) any other material breach of this Agreement or any other agreement between the Employee and Company, Xxxxxxxx or any of their affiliates which, if curable, is not cured to Xxxxxxxx’x and Company’s reasonable satisfaction within fifteen (15) days after written notice thereof to the Employee; (i) any breach of non-compete covenants pursuant to this Agreement and the Purchase Agreement; or (j) the occurrence of any of the actions set forth in Section 4.2(a)-(i) above by any other executive officer of Company (including any of the Selling Members) with the knowledge of Employee and where Employee allows or fails to prevent any such action by such executive officer or fails to notify the CEO or CFO of any such action.

Termination for. “Cause”. Effective immediately and without prior notice (written or otherwise).” At any time during the Term, the Company may terminate Employeethis Agreement and the Executive’s employment with the Company for “Cause.” For purposes of this Agreement, “Cause” shall mean any of the following: (i) the neglect or failure or refusal of Executive to perform Executive’s duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness), as determined by compensation committee in its sole discretion; (ii) the engaging by Executive in gross negligence or misconduct which is injurious to the Company or any of its affiliates, monetarily or otherwise; (iii) perpetration of an intentional and knowing fraud against or affecting the Company or any of its affiliates or any customer, client, agent, or employee thereof; (iv) any willful or intentional act that could reasonably be expected to injure the reputation, business, or business relationships of the Company or any of its affiliates or Executive’s reputation or business relationships; (v) Executive’s material failure to comply with, and/or a material violation by Executive of, the internal policies of the Company or any of its affiliates and/or procedures or any laws or regulations applicable to Executive’s conduct as an employee of the Company; (vi) Executive’s conviction (including conviction on a nolo contendere plea) of a felony or any crime involving fraud, dishonesty or moral turpitude; (vii) the breach of a covenant set forth in Sections 4 or 5 of this Agreement; or (viii) any other material breach by Executive of this Agreement; provided, however, that, if susceptible of cure, a termination by the Company under Sections 4(c)(i), 4(c)(v) or 4(c)(viii) herein shall be effective only if, within 14 days following delivery of a written notice by the Company to Executive that the Company is terminating her employment for Cause, Executive has failed to cure the circumstances giving rise to Cause. If this Agreement and the Executive’s employment is terminated for “Cause,” which, for purposes following the Executive’s last date of this Agreement, includes any one or more of employment with the following: (a) the commission of or engagement in a felony or other crime involving moral turpitude or the commission of any other act or omission involving misappropriation, dishonesty, unethical business conduct, disloyalty, fraud or breach of fiduciary duty; (b) reporting to work under the influence of alcohol; (c) the use of illegal drugs (whether or not at the workplace) or other conduct, even if not in conjunction with his duties hereunder, which could reasonably be expected to, or which does, cause Company, Xxxxxxxx the Company shall have no further obligations or any of their affiliates public disgrace liability to the Executive or disrepute her heirs, administrators or economic harm; (d) the failure to perform duties as reasonably directed by the CEO or CFO or any other officer to whom Employee reports or the taking of any action contrary to specific direction of the CEO or CFO; (e) gross negligence or willful misconduct (i) Executors with respect to Companycompensation and benefits thereafter, Xxxxxxxx or any of their affiliates or in except for the performance of Employee’s duties obligation to pay the same or (ii) that is materially injurious to Company, Xxxxxxxx or any of their affiliates, their clients or their reputations, monetarily or otherwise; (f) the aiding or abetting of a competitor or other breach by Employee of his fiduciary duty of loyalty to Company, including the obtaining of any personal profit not thoroughly disclosed to and approved by Company and Xxxxxxxx in connection with any transaction entered into by, or on behalf of, Company, Xxxxxxxx or any of their affiliates; (g) the violation of any of the terms of Company’s rules or policies which, if curable, is not cured to Company’s reasonable satisfaction within fifteen (15) days after written notice thereof to Employee; (h) any other material breach of this Agreement or any other agreement between the Employee and Company, Xxxxxxxx or any of their affiliates which, if curable, is not cured to Xxxxxxxx’x and Company’s reasonable satisfaction within fifteen (15) days after written notice thereof to the Employee; Executive (i) any breach earned but unpaid base salary through the Executive’s last date of non-compete covenants pursuant employment, at the rate then in effect, (ii) for any unused accrued and unforfeited vacation, and (iii) subject to this Agreement and Section 4 herein, for any unreimbursed business expenses incurred by the Purchase Agreement; or (j) Executive prior to the occurrence last date of any of the actions set forth in Section 4.2(a)-(i) above by any other executive officer of Company (including any of the Selling Members) employment with the knowledge of Employee and where Employee allows or fails to prevent any such action by such executive officer or fails to notify the CEO or CFO of any such actionCompany.

Termination for. “Cause”. Effective immediately and without prior notice (written or otherwise).” At any time during the Term, the Company may terminate Employeethis Agreement and the Executive’s employment with the Company for “Cause.” For purposes of this Agreement, “Cause” shall mean any of the following: (i) the neglect or failure or refusal of Executive to perform Executive’s duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness), as determined by compensation committee in its sole discretion; (ii) the engaging by Executive in gross negligence or misconduct which is injurious to the Company or any of its affiliates, monetarily or otherwise; (iii) perpetration of an intentional and knowing fraud against or affecting the Company or any of its affiliates or any customer, client, agent, or employee thereof; (iv) any willful or intentional act that could reasonably be expected to injure the reputation, business, or business relationships of the Company or any of its affiliates or Executive’s reputation or business relationships; (v) Executive’s material failure to comply with, and/or a material violation by Executive of, the internal policies of the Company or any of its affiliates and/or procedures or any laws or regulations applicable to Executive’s conduct as an employee of the Company; (vi) Executive’s conviction (including conviction on a nolo contendere plea) of a felony or any crime involving fraud, dishonesty or moral turpitude; (vii) the breach of a covenant set forth in Sections 6, 7 or 8 of this Agreement; or (viii) any other material breach by Executive of this Agreement; provided, however, that, if susceptible of cure, a termination by the Company under Sections 5(c)(i), 5(c)(v) or 5(c)(viii) herein shall be effective only if, within 14 days following delivery of a written notice by the Company to Executive that the Company is terminating her employment for Cause, Executive has failed to cure the circumstances giving rise to Cause. If this Agreement and the Executive’s employment is terminated for “Cause,” which, for purposes following the Executive’s last date of this Agreement, includes any one or more of employment with the following: (a) the commission of or engagement in a felony or other crime involving moral turpitude or the commission of any other act or omission involving misappropriation, dishonesty, unethical business conduct, disloyalty, fraud or breach of fiduciary duty; (b) reporting to work under the influence of alcohol; (c) the use of illegal drugs (whether or not at the workplace) or other conduct, even if not in conjunction with his duties hereunder, which could reasonably be expected to, or which does, cause Company, Xxxxxxxx the Company shall have no further obligations or any of their affiliates public disgrace liability to the Executive or disrepute her heirs, administrators or economic harm; (d) the failure to perform duties as reasonably directed by the CEO or CFO or any other officer to whom Employee reports or the taking of any action contrary to specific direction of the CEO or CFO; (e) gross negligence or willful misconduct (i) Executors with respect to Companycompensation and benefits thereafter, Xxxxxxxx or any of their affiliates or in except for the performance of Employee’s duties obligation to pay the same or (ii) that is materially injurious to Company, Xxxxxxxx or any of their affiliates, their clients or their reputations, monetarily or otherwise; (f) the aiding or abetting of a competitor or other breach by Employee of his fiduciary duty of loyalty to Company, including the obtaining of any personal profit not thoroughly disclosed to and approved by Company and Xxxxxxxx in connection with any transaction entered into by, or on behalf of, Company, Xxxxxxxx or any of their affiliates; (g) the violation of any of the terms of Company’s rules or policies which, if curable, is not cured to Company’s reasonable satisfaction within fifteen (15) days after written notice thereof to Employee; (h) any other material breach of this Agreement or any other agreement between the Employee and Company, Xxxxxxxx or any of their affiliates which, if curable, is not cured to Xxxxxxxx’x and Company’s reasonable satisfaction within fifteen (15) days after written notice thereof to the Employee; Executive (i) any breach earned but unpaid base salary through the Executive’s last date of non-compete covenants pursuant employment, at the rate then in effect, (ii) for any unused accrued and unforfeited vacation, and (iii) subject to this Agreement and Section 4 herein, for any unreimbursed business expenses incurred by the Purchase Agreement; or (j) Executive prior to the occurrence last date of any of the actions set forth in Section 4.2(a)-(i) above by any other executive officer of Company (including any of the Selling Members) employment with the knowledge of Employee and where Employee allows or fails to prevent any such action by such executive officer or fails to notify the CEO or CFO of any such action.Company. \

Termination for. “Cause”. Effective immediately ": The following actions, failures and without prior notice events by or affecting the Employee shall constitute "cause" for termination within the meaning of clause (written iii) above: (A) a conviction of the Employee of, or otherwise)the entering of a plea of nolo contendere by the Employee with respect to, Company may terminate a felony, (B) dependence on, or habitual abuse of, controlled substances or alcohol (in the case of alcohol abuse, that has a material adverse affect on Employee’s employment hereunder for “Cause,” which, for purposes 's performance of his obligations under this Agreement, includes any ) or acts of dishonesty by the Employee that are materially detrimental to one or more of the following: Companies, (aC) willful misconduct by the commission Employee that materially damages the business of one or engagement more of the Companies, (D) gross negligence by the Employee in a felony the performance of, or other crime involving moral turpitude willful disregard by the Employee of, his material obligations under this Agreement or the commission of any other act or omission involving misappropriation, dishonesty, unethical business conduct, disloyalty, fraud or breach of fiduciary duty; (b) reporting otherwise relating to work under the influence of alcohol; (c) the use of illegal drugs (whether or not at the workplace) or other conduct, even if not in conjunction with his duties hereunderemployment, which could reasonably be expected to, or which does, cause Company, Xxxxxxxx or any of their affiliates public disgrace or disrepute or economic harm; (d) the failure to perform duties as reasonably directed by the CEO or CFO or any other officer to whom Employee reports or the taking of any action contrary to specific direction of the CEO or CFO; (e) gross negligence or willful misconduct (i) with respect to Company, Xxxxxxxx or any disregard continues unremedied for a period of their affiliates or in the performance of Employee’s duties to the same or (ii) that is materially injurious to Company, Xxxxxxxx or any of their affiliates, their clients or their reputations, monetarily or otherwise; (f) the aiding or abetting of a competitor or other breach by Employee of his fiduciary duty of loyalty to Company, including the obtaining of any personal profit not thoroughly disclosed to and approved by Company and Xxxxxxxx in connection with any transaction entered into by, or on behalf of, Company, Xxxxxxxx or any of their affiliates; (g) the violation of any of the terms of Company’s rules or policies which, if curable, is not cured to Company’s reasonable satisfaction within fifteen (15) days after written notice thereof to Employee; (h) any other material breach of this Agreement or any other agreement between the Employee and Company, Xxxxxxxx or any of their affiliates which, if curable, is not cured to Xxxxxxxx’x and Company’s reasonable satisfaction within fifteen (15) days after written notice thereof to the Employee; Employee or (iE) any breach failure by the Employee to obey the reasonable and lawful orders and policies of non-compete covenants the Chief Executive Officer or the Chief Operating Officer or the Board of Directors of the Company that are material to and consistent with the provisions of this Agreement (provided that, in the case of an indictment described in clause (A) above, and in the case of clauses (B), (C) and (E) above, the Employee shall have received written notice of such proposed termination (which notice shall state the Sections of this Agreement pursuant to this Agreement which such termination is being effected and the Purchase Agreement; or (j) the occurrence of any a description of the actions set forth in Section 4.2(a)-(ifacts supporting such termination) above by any other executive officer and a reasonable opportunity, together with the Employee's counsel, to discuss the matter with the Board of Company (including any Directors of the Selling Members) with Company, followed by a notice that the knowledge Board of Employee and where Employee allows or fails Directors adheres to prevent any such action by such executive officer or fails to notify the CEO or CFO of any such actionits position).