Termination of Employment by the Company for Cause. (i) Nothing herein shall prevent the Company from terminating Employee’s Employment for Cause (as hereinafter defined). From and after the Date of Termination, Employee shall no longer be entitled to receive Base Salary and Bonus Compensation and the Company shall no longer be required to pay premiums on any life insurance or disability policy for Employee. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, shall be determined in accordance with the terms of such other compensation arrangements or plans or programs. The term “Cause,” as used herein, shall mean: (A) Employee’s conviction, or plea of guilty or nolo contendere to, a felony; (B) Employee’s engaging in willful misconduct that is economically injurious to the Company (including, but not limited to, a willful violation of Sections 10 or 11 of this Agreement or the embezzlement of funds or misappropriation of other property of the Company or any subsidiary); or (C) Employee shall breach this Agreement in a material manner or engage in fraudulent conduct as regards the Company which results either in personal enrichment to Employee or material injury to the Company. Notwithstanding the foregoing, under no circumstances shall Employee’s refusal or unwillingness to make any of the certifications required of him as Chief Executive Officer of the Company pursuant to Section 302 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series of the Company’s capital stock is then traded or listed for quotation, constitute or give rise to a basis for termination for “Cause.”
(ii) The Company shall provide Employee with Notice of Termination stating that it intends to terminate Employee’s Employment for Cause under this Section 8(c) and specifying the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts (other than with respect to an action described in Sections 8(c)(i)(A) or (B) above as to which the Board may immediately terminate Employee’s Employ...
Termination of Employment by the Company for Cause. Employee's employment may be terminated by the Consolidated Companies at any time for “Cause.” A determination of whether Employee’s actions justify termination for Cause and the date on which such termination is effective shall be made in good faith by the Board of Parent. A termination of Employee's employment pursuant to this Section 6.1 shall be effective as of the effective date of the notice by the Board of Parent to Employee that it has made the required determination, or as of such subsequent date, if any, as is specified in such notice. For purposes of this Agreement, “Cause” shall include (a) Employee’s material breach of this Agreement, which breach cannot be cured or, if capable of being cured, is not cured within fifteen (15) days after receipt of written notice of the need to cure, (b) any act of theft, embezzlement, conversion or other taking or misuse of the property or opportunities of and Consolidated Company, (c) any fraudulent or criminal activities, (d) any grossly negligent or unethical activity, (e) any activity that causes substantial harm to any Consolidated Companies, its reputation, or to its officers, directors or employees (including, without limitation, the illegal possession or consumption of drugs for which Employee does not have a valid prescription on property controlled by any Consolidated Company or in the course of performing services for any Consolidated Company), or (vi) habitual neglect of or deliberate or intentional refusal to perform Employee’s duties and obligations under this Agreement.
Termination of Employment by the Company for Cause. The Company may terminate the Executive’s employment for Cause during the Term upon at least 30 days’ prior written notice to the Executive which specifically identifies the basis for such Cause. If following the termination of the Executive’s employment the Executive disputes the existence of Cause, the issue of whether Cause exists shall promptly be submitted to arbitration in accordance with Section 13. If the arbitrator or arbitrators conclude that Cause did not exist, the Executive shall be treated as having been terminated without Cause and the Executive shall be entitled to receive the benefits described in Section 3(b) (with the amount of such benefits dependent on whether a Change in Control has occurred). If the arbitrator or arbitrators conclude that Cause did exist, the Executive shall be treated as having been terminated for Cause and the Executive shall be entitled to receive the benefits described in this Section 3(a). If the Executive’s employment is terminated by the Company for Cause, the Term shall end as of the Date of Termination and the Executive shall thereupon be entitled solely to the following:
(1) base salary, and accrued vacation time (if any) earned but not paid prior to the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; and
(2) such other benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company; provided; however, that in the event the Executive is terminated for Cause as defined in subsection (1)(b)(i) and the Executive is subsequently acquitted of the act or acts referred to therein, then the Executive shall be deemed to have been terminated without Cause (and shall be entitled to receive the benefits described in Section 3(b), with the amount of such benefits dependent on whether a Change in Control has occurred), as of the date he was originally terminated.
Termination of Employment by the Company for Cause. The Company may terminate Executive's employment if such termination is for "Cause" (as defined herein) and Cause is not cured by Executive within any available cure period provided below. Such notice must set forth in reasonable detail the facts underlying the claim of Cause. For the purposes of this Agreement, "Cause" shall be defined as any of the following, which act or omission is in bad faith by Executive without a reasonable belief that such act or omission would benefit the Company:
Termination of Employment by the Company for Cause. 16.1 The Company, without prejudice to any remedy which it may have against the Executive for the breach or non-performance of any of the provisions of this Agreement, may by notice in writing to the Executive forthwith terminate his employment for "Cause". In the event the Company terminates the Executive's employment for Cause, the Executive shall be entitled to salary at his Salary Rate through the date of termination.
Termination of Employment by the Company for Cause. The Company may terminate the Executive’s employment for Cause during the Term upon written notice to the Executive. If the Executive’s employment is so terminated by the Company, the Term shall end as of the Date of Termination and the Executive shall thereupon be entitled solely to the following:
(1) base salary, and accrued vacation time (if any) earned but not paid prior to the Date of Termination, payable in a lump sum in accordance with the regular withholding practices of the Company as in effect from time to time, within two business days after the Executive’s termination of employment; and
(2) such other benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company; provided; however, that in the event the Executive is terminated as a result of subsection (1)(b)(i) and the Executive is subsequently acquitted of the act or acts referred to therein, then Executive shall be deemed to have been terminated without Cause as of the date he was originally terminated.
Termination of Employment by the Company for Cause. The Company may terminate the employment of the Executive immediately for Cause (as hereinafter defined). The term “Cause,” as used herein, shall mean (1) the Executive’s willful misconduct, gross negligence, dishonesty or fraud in the performance of his duties hereunder, (2) the material breach of this Agreement by the Executive after notice of such breach and a reasonable opportunity to cure, (3) the Executive’s willful refusal or failure to perform his duties hereunder or under any lawful directive of the Board or his superior officer, as the case may be, which is consistent with his title and position after notice of such failure and a reasonable opportunity to cure, or (4) the conviction, plea of guilty or nolo contendere of the Executive in respect of any felony or other crime involving moral turpitude, dishonesty, theft or unethical business conduct.
Termination of Employment by the Company for Cause. If the Company terminates the Executive's employment for Cause during the Term of Employment, the Term of Employment shall end as of the date of the termination of the Executive's employment for Cause and the Executive shall be entitled to the following:
(1) Base Salary earned but not paid prior to the date of the termination of his employment;
(2) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and
(3) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company.
Termination of Employment by the Company for Cause. The Company may terminate Executive's employment if such termination is for "Cause" (as defined herein) and Cause is not cured by Executive within any available cure period provided below. Such notice must set forth in reasonable detail the facts underlying the claim of Cause. For the purposes of this Agreement, "Cause" shall be defined as any of the following, which act or omission is in bad faith by Executive without a reasonable belief that such act or omission would benefit the Company:
(i) a default or breach by Executive of any of the provisions of this Agreement materially detrimental to the Company which is not cured within 15 days following written notice thereof;
(ii) actions by Executive constituting fraud, embezzlement or dishonesty which result in a conviction of a criminal offense not yet overturned on appeal;
(iii) actions by Executive in intentionally furnishing materially false, misleading, or omissive information to the Company's Board of Directors that is materially detrimental to the Company;
(iv) actions constituting a breach of the Sections 8 or 9 of this Agreement which is materially detrimental to the Company;
(v) acts or omissions which constitute willful failure to follow reasonable and lawful directives of the Company's Board of Directors, which are consistent with Executive's job responsibilities and performance which is not cured within 15 days following written notice thereof. Upon termination for Cause, Executive shall immediately cease to have any power of his position, but shall nevertheless be given a reasonable opportunity to access his office with the Company for the purpose of retrieving his personal goods and files. If any conviction pursuant to Section 3(b) above is overturned on appeal, Executive will be deemed to have been terminated without Cause as of the effective date of his earlier termination.
Termination of Employment by the Company for Cause. The Company may terminate the Executive's employment for Cause during the Term of Employment following prior written notice to the Executive which will be effective ten (10) calendar days after the delivery of such notice to the Executive. If the Executive's employment is so terminated by the Company, the Term of Employment shall end as of the effective date of the notice and the Executive shall thereupon be entitled to the following:
(i) Base Salary earned but not paid prior to the Date of Termination;
(ii) any annual and quarterly bonuses under Section 4(b) with respect to any year prior to the year of the Date of Termination which have not yet been paid, together with the prorated portion through the Date of Termination of the Executive's quarterly bonus;
(iii) any amounts earned, accrued or owing to the Executive but not yet paid under Section 4(d)-(f) above, subject to the terms and conditions of the applicable benefit plans and programs;
(iv) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company; and
(v) any unexercised or unvested stock options shall remain exercisable or vest upon the Executive's termination only to the extent provided in the applicable option plan and option agreements.
