Common use of Termination of Employment by the Company for Cause Clause in Contracts

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 Notwithstanding the provisions of Section 2 of this Agreement, the Executive’s 's employment (and, except as otherwise provided in Section 13 hereof, all of his rights and benefits under this Agreement) shall terminate immediately and without further notice upon the happening of any one or more of the following events: A. The Executive has been or is guilty of (i) a criminal offense involving moral turpitude, (ii) criminal or dishonest conduct pertaining to the business or affairs of the Company (including, without limitation, fraud and misappropriation), (iii) any act or omission the intended consequence of which is material injury to the Company's business, property or reputation, which act or omission continues uncured for a period of ten (10) days after the Executive has received written notice from the Company, and/or (iv) gross negligence or willful misconduct which continues uncured for a period of ten (10) days after the Executive has received written notice from the Company; or B. The Executive persists, for a period of ten (10) days after written notice from the Company, in a course of conduct reasonably determined by the Board of Directors of the Company to be in violation of his duties to the Company under this Agreement or otherwise in violation of the covenants, agreements or obligations under the terms of this Agreement. (Subsections A and B of this Section 9 hereinafter referred to collectively and individually as "Cause"). In the event of a termination for Cause during other than within six (6) months following a Change of Control (as hereinafter defined), the Term upon at least 30 days’ prior written notice to Company shall pay the Executive which specifically identifies his base salary through the basis for such Cause. If following the termination effective date of the Executive’s employment the Executive disputes the existence of Causetermination, 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 immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Sections 3, 4 and 5 of this Agreement, he would otherwise have been entitled to receive under this Agreement, and 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 Company and the Executive thereafter shall be entitled to receive the benefits described have no further obligations under this Agreement except as otherwise provided in Sections 15 and 16 of 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 terminatedAgreement.

Termination of Employment by the Company for Cause. The If the Company may terminate terminates the Executive’s employment for Cause during the Term upon at least 30 days’ prior written notice to of Employment, the Executive which specifically identifies Term of Employment shall end as of the basis for such Cause. If following date of 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) Base Salary earned but not paid prior to the Date of TerminationTermination Date; (2) any amounts earned, payable in a lump sum in accordance with accrued or owing to the regular withholding practices of the Company as in effect from time to timeExecutive but not yet paid under Section 7, within two business days after the Executive’s termination of employment8, 9 or 10 above; and (23) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company; provided; however, that in . In no event shall a termination of the event Executive’s employment for Cause occur unless the Company gives written notice to the Executive in accordance with Section 27 below stating with specificity the events or actions that constitute Cause and providing the Executive with an opportunity to cure (if curable) within a reasonable period of time. No termination of the Executive’s employment for Cause shall be permitted unless the Termination Date occurs during the 120-day period immediately following the date that the events or actions constituting Cause first become known to the Board. Cause shall in no event be deemed to exist except upon a finding reflected in a resolution of the Board, whose finding shall not be binding upon any decision-maker ruling on this Agreement, at a meeting to which the Executive (and the Executive’s counsel) shall be invited upon proper notice. If the Executive’s employment is terminated for by the Company under this Section 11(c) based on Cause as defined in subsection (1)(b)(ipursuant to Section 1(j)(1) above and the Executive Executive’s conviction is subsequently acquitted of the act or acts referred to thereinoverturned on appeal, then the Executive Executive’s employment shall be deemed to have been terminated by the Company without Cause (and shall be entitled to receive the benefits described in accordance with 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 terminated11(d) below.

Termination of Employment by the Company for Cause. The If the Company may terminate terminates the Executive’s employment for Cause during the Term upon at least 30 days’ prior written notice to of Employment, the Executive which specifically identifies Term of Employment shall end as of the basis for such Cause. If following date of 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) Base Salary earned but not paid prior to the Date of TerminationTermination Date; (2) any amounts earned, payable in a lump sum in accordance with accrued or owing to the regular withholding practices of the Company as in effect from time to timeExecutive but not yet paid under Section 7, within two business days after the Executive’s termination of employment8, 9 or 10 above; and (23) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company; provided; however, that in . [Missing Graphic Reference] In no event shall a termination of the event Executive’s employment for Cause occur unless the Company gives written notice to the Executive in accordance with Section 26 below stating with specificity the events or actions that constitute Cause and providing the Executive with an opportunity to cure (if curable) within a reasonable period of time. No termination of the Executive’s employment for Cause shall be permitted unless the Termination Date occurs during the 120-day period immediately following the date that the events or actions constituting Cause first become known to the Board. Cause shall in no event be deemed to exist except upon a finding reflected in a resolution of the Board, whose finding shall not be binding upon any decision-maker ruling on this Agreement, at a meeting to which the Executive (and the Executive’s counsel) shall be invited upon proper notice. If the Executive’s employment is terminated for by the Company under this Section 1l(c) based on Cause as defined in subsection (1)(b)(ipursuant to Section l(j)(l) above and the Executive Executive’s conviction is subsequently acquitted of the act or acts referred to thereinoverturned on appeal, then the Executive Executive’s employment shall be deemed to have been terminated by the Company without Cause (and shall be entitled to receive the benefits described in accordance with 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 terminated11(d) below.

Termination of Employment by the Company for Cause. The If the Company may terminate terminates the Executive’s 's employment for Cause during the Term upon at least 30 days’ prior written notice to of Employment, the Executive which specifically identifies Term of Employment shall end as of the basis for such Cause. If following date of the termination of the Executive’s '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 Company shall pay or provide, as applicable, or shall cause to be entitled paid or provided, as applicable, 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) Base Salary earned but not paid prior to the Date date of Termination, payable in a lump sum the termination of his employment; (2) all annual incentive compensation awards which have been earned but not paid in accordance with the regular withholding practices terms of the Company as applicable annual incentive compensation plan, program or arrangement; (3) any amounts earned, accrued or owing to the Executive but not yet paid under Section 6, 7, 8, 9 and/or 10 above in effect from time to timeaccordance with the terms of the applicable plan, within two business days after the Executive’s termination of employmentprogram or arrangement; and (24) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company; provided; however, that in . If the event constituting Cause is not curable by the Executive, the Company may terminate the Executive's employment for Cause effective on the date that the Company notifies the Executive in writing in accordance with Section 24 below that his employment is terminated so terminated. If the event constituting Cause is curable, the Company shall notify the Executive in writing in accordance with Section 24 below that it intends to terminate his employment for Cause as defined in subsection (1)(b)(i) and effective at the end of the 60-day period following the date that the Company so notifies the Executive (the "Cause Notification Date"), such notice to state in detail the particular event that constitutes Cause. If the event constituting Cause is subsequently acquitted of the act or acts referred to thereincurable, then the Executive shall be deemed have a reasonable opportunity to have been terminated without cure the event constituting Cause following the Cause Notification Date; PROVIDED, HOWEVER, that if the Executive has not cured such event to the reasonable satisfaction of the Company (and shall be entitled the Company has not waived in writing the Executive's failure to receive cure) during the benefits described in Section 3(b30-day period following the Cause Notification Date (the "Cause Curing Period"), with the amount Company may terminate the Executive's employment effective following the end of such benefits dependent on whether a Change in Control the Cause Curing Period; PROVIDED FURTHER, HOWEVER, that the Company may not terminate the Executive's employment for Cause after the end of the 90-day period following the date the Board first learns that the event constituting Cause has occurred), as of the date he was originally terminated.

Termination of Employment by the Company for Cause. The If the Company may terminate terminates the Executive’s employment for Cause during the Term upon at least 30 days’ prior written notice to of Employment, the Executive which specifically identifies Term of Employment shall end as of the basis for such Cause. If following date of 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) Base Salary earned but not paid prior to the Date of TerminationTermination Date; (2) any amounts earned, payable in a lump sum in accordance with accrued or owing to the regular withholding practices of the Company as in effect from time to timeExecutive but not yet paid under Section 7, within two business days after the Executive’s termination of employment8, 9 or 10 above; and (23) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company; provided; however, that in . In no event shall a termination of the event Executive’s employment for Cause occur unless the Company gives written notice to the Executive in accordance with Section 26 below stating with specificity the events or actions that constitute Cause and providing the Executive with an opportunity to cure (if curable) within a reasonable period of time. No termination of the Executive’s employment for Cause shall be permitted unless the Termination Date occurs during the 120-day period immediately following the date that the events or actions constituting Cause first become known to the Board. Cause shall in no event be deemed to exist except upon a finding reflected in a resolution of the Board, whose finding shall not be binding upon any decision-maker ruling on this Agreement, at a meeting to which the Executive (and the Executive’s counsel) shall be invited upon proper notice. If the Executive’s employment is terminated for by the Company under this Section 1l(c) based on Cause as defined in subsection (1)(b)(ipursuant to Section l(j)(l) above and the Executive Executive’s conviction is subsequently acquitted of the act or acts referred to thereinoverturned on appeal, then the Executive Executive’s employment shall be deemed to have been terminated by the Company without Cause (and shall be entitled to receive the benefits described in accordance with 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 terminated11(d) below.

Termination of Employment by the Company for Cause. The If the Company may terminate terminates the Executive’s 's employment for Cause during the Term upon at least 30 days’ prior written notice to of Employment, the Executive which specifically identifies Term of Employment shall end as of the basis for such Cause. If following date of the termination of the Executive’s '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) Base Salary earned but not paid prior to the Date of Termination, payable in a lump sum in accordance with the regular withholding practices date of the Company as in effect from time to time, within two business days after termination of the Executive’s termination of 's employment; (2) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (23) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company; provided; however, that in . In no event shall a termination of the event Executive's employment for Cause occur unless the Company gives written notice to the Executive in accordance with Section 26 below stating with specificity the events or actions that constitute Cause and providing the Executive with an opportunity to cure (if curable) within a reasonable period of time. No termination of the Executive's employment for Cause shall be permitted unless the actual date of termination occurs during the 60-day period immediately following the date that the events or actions constituting Cause first become known to the Board. Cause shall in no event be deemed to exist except upon a finding reflected in a resolution of the Board, whose finding shall not be binding upon or entitled to any deference by any decision-maker ruling on this Agreement, at a meeting to which the Executive (and the Executive's counsel) shall be invited upon proper notice. If the Executive's employment is terminated for Cause as defined in subsection (1)(b)(iaccordance with Section 1(d)(2) above and the Executive is subsequently acquitted of the act or acts referred to thereinnot convicted (including, for these purposes, not pleading nolo contendere), then the Executive Executive's employment shall be deemed to have been terminated by the Company without Cause (and shall be entitled to receive the benefits described in accordance with 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 terminated11(d) below.