Common use of Termination of Employment by the Company Prior to Expiration of Employment Period Clause in Contracts

Termination of Employment by the Company Prior to Expiration of Employment Period. Notwithstanding the provisions of Section 1 hereof, the Company shall have the right to terminate Employee’s employment under this Agreement at any time in accordance with the following provisions: (i) upon Employee’s death; (ii) upon Employee’s becoming incapacitated or disabled by accident, sickness or other circumstance which creates an impairment (despite reasonable accommodation) that renders him mentally or physically incapable of performing the duties and services required of him hereunder for a period of at least ninety (90) consecutive days or for ninety (90) non-consecutive business days during any 12-month period; (iii) for “Cause,” upon a determination by the Board, in its sole discretion, that Cause exists according to the following guidelines (but for purposes of classes (a), (b) and (d) below, only after the Company has provided Employee written notice of the same describing the Cause event in reasonable detail and Employee has failed to cure or remedy the same within ten (10) days of such notice): a. any breach by Employee of any material provision of this Agreement; b. continued failure by Employee to perform his duties to the reasonable satisfaction of the Board; c. any act or acts of fraud, dishonesty or disloyalty by Employee with respect to any aspect of the Company’s business, operations or customers, including, but not limited to, falsification of records of the Company or misappropriation of funds of the Company; d. Employee’s insubordination, neglect or failure to follow the lawful and reasonable instructions of the Board or the Chief Executive Officer; e. any willful or reckless misconduct or gross negligence by Employee in the performance of his duties under this Agreement; f. Employee’s breach of fiduciary duty or duty of loyalty to the Company or its affiliates; g. acceptance by Employee of employment or work with another employer or business other than the Company or its affiliates or the performance of work or services for any such other employer or business without the prior written approval of the Board; h. any act by Employee attempting to secure or securing any personal profit or benefit not fully disclosed to and approved by the Board in connection with any transaction entered into on behalf of the Company or its affiliates; i. Employee’s breach of Sections 6, 7, 8, or 9 of this Agreement; j. Employee’s habitual drug or alcohol abuse; k. Employee’s conviction (by plea of nolo contendere, guilty or otherwise) of any (1) felony, (2) of a crime of theft, fraud, or dishonesty, or (3) crime involving moral turpitude; l. Employee’s violation of federal or state securities laws or other laws applicable to the business of the Company or its affiliates; or m. conduct on the part of Employee, even if not in connection with the performance of his duties contemplated under this Agreement, that could result in serious prejudice to the interests of the Company or its affiliates, as determined by the Company in its sole discretion, and Employee fails to cease such conduct within twenty-four (24) hours upon receipt of notice to cease such conduct. (iv) In the sole discretion of the Board without Cause; provided, however, that in the case of termination without Cause, the Company must provide Employee with thirty (30) days prior written notice of such termination.

Termination of Employment by the Company Prior to Expiration of Employment Period. Notwithstanding the provisions of Section 1 hereof, the Company shall have the right to terminate EmployeeExecutive’s employment under this Agreement at any time in accordance with the following provisions: (i) upon EmployeeExecutive’s death; (ii) upon EmployeeExecutive’s becoming incapacitated or disabled by accident, sickness or other circumstance which creates an impairment (despite reasonable accommodation) that renders him mentally or physically incapable of performing the duties and services required of him hereunder for a period of at least ninety (90) consecutive days or for ninety (90) non-consecutive business days during any 12-month period; (iii) for “Cause,” upon a determination by the Board, in its sole discretiongood faith discretion (but, that Cause exists according to the following guidelines (but for purposes of classes clauses (a), (b) and (d) belowb), only after the Company has provided Employee Executive written notice of the same describing the Cause event in reasonable detail facts and Employee circumstances and after Executive has had an opportunity to be heard and Executive has failed to cure or remedy the same within ten five (105) business days of such notice):notice if cure is reasonably possible) that Executive has engaged in: a. any Executive’s material breach by Employee of any material provision his obligations under (1) this Agreement, including, without limitation, Sections 6, 7, 8 or 9 of this Agreement, (2) the Restricted Unit Award Agreements or (3) the Second Amended and Restated Liability Company Agreement of Holdings, as may be amended or amended and restated from time to time in accordance with the provisions thereof (the “LLC Agreement”), in each case after written notice and opportunity to cure as set forth above; b. continued failure by Employee Executive to perform his the duties and services required of Executive pursuant to the reasonable satisfaction of the Boardthis Agreement, after written notice and opportunity to cure as set forth above; c. any an act or acts of fraud, dishonesty or disloyalty by Employee with respect to any aspect of the Company’s business, operations or customers, including, but not limited to, falsification of records of the Company or misappropriation of funds of the Company; d. Employee’s insubordination, neglect insubordination or failure to follow the lawful and reasonable instructions of the Board or the Chief Executive OfficerBoard; e. any willful or reckless misconduct or gross negligence by Employee Executive in the performance of his duties under this Agreement; f. Employee’s any breach of fiduciary duty or duty of loyalty to the Company or its affiliates; g. acceptance by Employee of employment or work with another employer or business other than the Company or its affiliates or the performance of work or services for any such other employer or business without the prior written approval of the Boardbusiness; h. any act by Employee attempting to secure or securing any personal profit or benefit not fully disclosed to and approved by the Board in connection with any transaction entered into on behalf of the Company or its affiliates; i. Employee’s breach of Sections 6, 7, 8, or 9 of this Agreement; j. Employee’s habitual drug or alcohol abuse; k. Employee’s j. a conviction (by plea of nolo contendere, guilty or otherwise) of any (1) felony, (2) of a crime of theft, fraud, or dishonesty, or (3) crime involving moral turpitude;; or l. Employee’s k. a conviction for a violation of federal or state securities laws or other laws applicable to the business of the Company or its affiliates; or m. l. conduct on the part of EmployeeExecutive, even if not in connection with the performance of his duties contemplated under this Agreement, that could result in serious prejudice to the interests of the Company or its affiliates, as determined by the Company in its sole discretion, and Employee Executive fails to cease such conduct within twenty-four (24) hours upon receipt of notice to cease such conduct. (iv) In the sole discretion of the Board without Cause; provided, however, that in the case of termination without Cause, the Company must provide Employee Executive with thirty sixty (3060) days prior written notice of such termination.

Termination of Employment by the Company Prior to Expiration of Employment Period. Notwithstanding the provisions of Section 1 hereof, the Company shall have the right to terminate EmployeeExecutive’s employment under this Agreement at any time in accordance with the following provisions: (i) upon EmployeeExecutive’s death; (ii) upon EmployeeExecutive’s becoming incapacitated or disabled by accident, sickness or other circumstance which creates an impairment (despite reasonable accommodation) that renders him mentally or physically incapable of performing the duties and services required of him hereunder for a period of at least ninety (90) consecutive days or for ninety (90) non-consecutive business days during any 12-month period; (iii) for “Cause,” upon a determination by the Board, in its sole discretiongood faith discretion (but, that Cause exists according to the following guidelines (but for purposes of classes clauses (a), (b) and (d) belowb), only after the Company has provided Employee Executive written notice of the same describing the Cause event in reasonable detail facts and Employee circumstances and after Executive has had an opportunity to be heard and Executive has failed to cure or remedy the same within ten five (105) business days of such notice):notice if cure is reasonably possible) that Executive has engaged in: a. any Executive’s material breach by Employee of any material provision his obligations under (1) this Agreement, including, without limitation, Sections 6, 7, 8 or 9 of this Agreement, (2) the Equity Award Agreements or (3) the Second Amended and Restated Limited Liability Company Agreement of Ranger Energy Holdings, LLC, a Delaware limited liability company, as may be amended or amended and restated from time to time in accordance with the provisions thereof (the “LLC Agreement”), in each case after written notice and opportunity to cure as set forth above; b. continued failure by Employee Executive to perform his the duties and services required of Executive pursuant to the reasonable satisfaction of the Boardthis Agreement, after written notice and opportunity to cure as set forth above; c. any an act or acts of fraud, dishonesty or disloyalty by Employee with respect to any aspect of the Company’s business, operations or customers, including, but not limited to, falsification of records of the Company or misappropriation of funds of the Company; d. Employee’s insubordination, neglect insubordination or failure to follow the lawful and reasonable instructions of the Board or the Chief Executive OfficerBoard; e. any willful or reckless misconduct or gross negligence by Employee Executive in the performance of his duties under this Agreement; f. Employee’s any breach of fiduciary duty or duty of loyalty to the Company or its affiliates; g. acceptance by Employee of employment or work with another employer or business other than the Company or its affiliates or the performance of work or services for any such other employer or business without the prior written approval of the Boardbusiness; h. any act by Employee attempting to secure or securing any personal profit or benefit not fully disclosed to and approved by the Board in connection with any transaction entered into on behalf of the Company or its affiliates; i. Employee’s breach of Sections 6, 7, 8, or 9 of this Agreement; j. Employee’s habitual drug or alcohol abuse; k. Employee’s j. a conviction (by plea of nolo contendere, guilty or otherwise) of any (1) felony, (2) of a crime of theft, fraud, or dishonesty, or (3) crime involving moral turpitude;; or l. Employee’s k. a conviction for a violation of federal or state securities laws or other laws applicable to the business of the Company or its affiliates; or m. conduct on the part of Employee, even if not in connection with the performance of his duties contemplated under this Agreement, that could result in serious prejudice to the interests of the Company or its affiliates, as determined by the Company in its sole discretion, and Employee fails to cease such conduct within twenty-four (24) hours upon receipt of notice to cease such conduct. (iv) In the sole discretion of the Board without Cause; provided, however, that in the case of termination without Cause, the Company must provide Employee Executive with thirty (30) days prior written notice of such termination.

Termination of Employment by the Company Prior to Expiration of Employment Period. Notwithstanding the provisions of Section 1 hereof, the Company shall have the right to terminate EmployeeExecutive’s employment under this Agreement at any time in accordance with the following provisions: (i) upon EmployeeExecutive’s death; (ii) upon EmployeeExecutive’s becoming incapacitated or disabled by accident, sickness or other circumstance which creates an impairment (despite reasonable accommodation) that renders him mentally or physically incapable of performing the duties and services required of him hereunder for a period of at least ninety one hundred twenty (90120) consecutive days days, or for ninety one hundred twenty (90120) non-consecutive business days during any 12-month period; (iii) for “Cause,” upon a determination by the Board, in its sole discretiongood faith discretion (but, that Cause exists according to the following guidelines (but for purposes of classes clauses (a), (b) and (d) belowb), only after the Company has provided Employee Executive written notice of the same describing the Cause event in reasonable detail facts and Employee circumstances and after Executive has had an opportunity to be heard and Executive has failed to cure or remedy the same within ten five (105) business days of such notice):notice if cure is reasonably possible) that Executive has engaged in: a. any Executive’s material breach by Employee of any material provision his obligations under (1) this Agreement, including, without limitation, Sections 6, 7, 8 or 9 of this Agreement, (2) the Restricted Unit Award Agreements or (3) the Second Amended and Restated Liability Company Agreement of Holdings, as may be amended or amended and restated from time to time in accordance with the provisions thereof (the “LLC Agreement”), in each case after written notice and opportunity to cure as set forth above; b. continued failure by Employee Executive to perform his the duties and services required of Executive pursuant to the reasonable satisfaction of the Boardthis Agreement, after written notice and opportunity to cure as set forth above; c. any an act or acts of fraud, dishonesty or disloyalty by Employee with respect to any aspect of the Company’s business, operations or customers, including, but not limited to, falsification of records of the Company or misappropriation of funds of the Company; d. Employee’s insubordination, neglect insubordination or failure to follow the lawful and reasonable instructions of the Board or the Chief Executive OfficerBoard; e. any willful or reckless misconduct or gross negligence by Employee Executive in the performance of his duties under this Agreement; f. Employee’s any breach of fiduciary duty or duty of loyalty to the Company or its affiliates; g. acceptance by Employee of employment or work with another employer or business other than the Company or its affiliates or the performance of work or services for any such other employer or business without the prior written approval of the Boardbusiness; h. any act by Employee attempting to secure or securing any personal profit or benefit not fully disclosed to and approved by the Board in connection with any transaction entered into on behalf of the Company or its affiliates; i. Employee’s breach of Sections 6, 7, 8, or 9 of this Agreement; j. Employee’s habitual drug or alcohol abuse; k. Employee’s j. a conviction (by plea of nolo contendere, guilty or otherwise) of any (1) felony, (2) of a crime of theft, fraud, or dishonesty, or (3) crime involving moral turpitude;; or l. Employee’s k. a conviction for a violation of federal or state securities laws or other laws applicable to the business of the Company or its affiliates; or m. l. conduct on the part of EmployeeExecutive, even if not in connection with the performance of his duties contemplated under this Agreement, that could result in serious prejudice to the interests of the Company or its affiliates, as determined by the Company in its sole discretion, and Employee Executive fails to cease such conduct within twenty-four (24) hours upon receipt of notice to cease such conduct. (iv) In the sole discretion of the Board without Cause; provided, however, that in the case of termination without Cause, the Company must provide Employee Executive with thirty (30) days prior written notice of such termination.

Termination of Employment by the Company Prior to Expiration of Employment Period. Notwithstanding the provisions of Section 1 hereof, the Company shall have the right to terminate EmployeeExecutive’s employment under this Agreement at any time in accordance with the following provisions: (i) upon EmployeeExecutive’s death; (ii) upon EmployeeExecutive’s becoming incapacitated or disabled by accident, sickness or other circumstance which creates an impairment (despite reasonable accommodation) that renders him mentally or physically incapable of performing the duties and services required of him hereunder for a period of at least ninety (90) consecutive days or for ninety (90) non-consecutive business days during any 12-month period; (iii) for “Cause,” upon a determination by the Board, in its sole discretion, that Cause exists according to the following guidelines (but but, for purposes of classes clauses (a), (b) and (d) below, only after the Company has provided Employee Executive written notice of the same describing the Cause event in reasonable detail and Employee Executive has failed to cure or remedy the same within ten five (105) business days of such notice): a. any a breach by Employee Executive of any material provision of this Agreement (other than Sections 6, 7, 8 or 9 of this Agreement, for which there is no cure period); b. continued failure by Employee Executive to perform his duties to the reasonable satisfaction of the Board; c. any act or acts of fraud, dishonesty or disloyalty by Employee Executive with respect to any aspect of the Company’s business, operations or customers, including, but not limited to, falsification of records of the Company or misappropriation of funds of the Company; d. EmployeeExecutive’s insubordination, neglect or failure to follow the lawful and reasonable instructions of the Board or the Chief Executive Officer; e. any willful or reckless misconduct or gross negligence by Employee Executive in the performance of his duties under this Agreement; f. EmployeeExecutive’s breach of fiduciary duty or duty of loyalty to the Company or its affiliates; g. acceptance by Employee Executive of employment or work with another employer or business other than the Company or its affiliates or the performance of work or services for any such other employer or business without the prior written approval of the Boardbusiness; h. any act by Employee Executive attempting to secure or securing any personal profit or benefit not fully disclosed to and approved by the Board in connection with any transaction entered into on behalf of the Company or its affiliates; i. EmployeeExecutive’s breach of Sections 6, 7, 8, 8 or 9 of this Agreement; j. Employee’s habitual drug or alcohol abuse; k. EmployeeExecutive’s conviction (by plea of nolo contendere, guilty or otherwise) of any (1) felony, (2) of a crime of theft, fraud, or dishonesty, or (3) crime involving moral turpitude; l. Employeek. Executive’s violation of federal or state securities laws or other laws applicable to the business of the Company or its affiliates; or m. l. conduct on the part of EmployeeExecutive, even if not in connection with the performance of his duties contemplated under this Agreement, that could result in serious prejudice to the interests of the Company or its affiliates, as determined by the Company in its sole discretion, and Employee Executive fails to cease such conduct within twenty-four (24) hours upon written receipt of notice to cease such conduct. (iv) In the sole discretion of the Board without Cause; provided, however, that in the case of termination without Cause, the Company must shall provide Employee Executive with thirty (30) days prior written notice of such termination.

Termination of Employment by the Company Prior to Expiration of Employment Period. Notwithstanding the provisions of Section 1 hereof, the Company shall have the right to terminate EmployeeExecutive’s employment under this Agreement at any time in accordance with the following provisions: (i) upon EmployeeExecutive’s death; (ii) upon EmployeeExecutive’s becoming incapacitated or disabled by accident, sickness or other circumstance which creates an impairment (despite reasonable accommodation) that renders him mentally or physically incapable of performing the duties and services required of him hereunder for a period of at least ninety (90) consecutive days or for ninety (90) non-consecutive business days during any 12-month period; (iii) for “Cause,” upon a determination by the Board, in its sole discretiongood faith discretion (but, that Cause exists according to the following guidelines (but for purposes of classes clauses (a), (b) and (d) belowb), only after the Company has provided Employee Executive written notice of the same describing the Cause event in reasonable detail facts and Employee circumstances and after Executive has had an opportunity to be heard and Executive has failed to cure or remedy the same within ten five (105) business days of such notice):notice if cure is reasonably possible) that Executive has engaged in: a. any Executive’s material breach by Employee of any material provision his obligations under (1) this Agreement, including, without limitation, Sections 6, 7, 8 or 9 of this Agreement, (2) the Equity Award Agreements or (3) the Second Amended and Restated Limited Liability Company Agreement of Ranger Energy Holdings, LLC, a Delaware limited liability company, as may be amended or amended and restated from time to time in accordance with the provisions thereof (the “LLC Agreement”), in each case after written notice and opportunity to cure as set forth above; b. continued failure by Employee Executive to perform his the duties and services required of Executive pursuant to the reasonable satisfaction of the Boardthis Agreement, after written notice and opportunity to cure as set forth above; c. any an act or acts of fraud, dishonesty or disloyalty by Employee with respect to any aspect of the Company’s business, operations or customers, including, but not limited to, falsification of records of the Company or misappropriation of funds of the Company; d. Employee’s insubordination, neglect insubordination or failure to follow the lawful and reasonable instructions of the Board or the Chief Executive OfficerBoard; e. any willful or reckless misconduct or gross negligence by Employee Executive in the performance of his duties under this Agreement; f. Employee’s any breach of fiduciary duty or duty of loyalty to the Company or its affiliates; g. acceptance by Employee of employment or work with another employer or business other than the Company or its affiliates or the performance of work or services for any such other employer or business without the prior written approval of the Boardbusiness; h. any act by Employee attempting to secure or securing any personal profit or benefit not fully disclosed to and approved by the Board in connection with any transaction entered into on behalf of the Company or its affiliates; i. Employee’s breach of Sections 6, 7, 8, or 9 of this Agreement; j. Employee’s habitual drug or alcohol abuse; k. Employee’s j. a conviction (by plea of nolo contendere, guilty or otherwise) of any (1) felony, (2) of a crime of theft, fraud, or dishonesty, or (3) crime involving moral turpitude;; or l. Employee’s k. a conviction for a violation of federal or state securities laws or other laws applicable to the business of the Company or its affiliates; or m. l. conduct on the part of EmployeeExecutive, even if not in connection with the performance of his duties contemplated under this Agreement, that could result in serious prejudice to the interests of the Company or its affiliates, as determined by the Company in its sole discretion, and Employee Executive fails to cease such conduct within twenty-four (24) hours upon receipt of notice to cease such conduct. (iv) In the sole discretion of the Board without Cause; provided, however, that in the case of termination without Cause, the Company must provide Employee Executive with thirty (30) days prior written notice of such termination.

Termination of Employment by the Company Prior to Expiration of Employment Period. Notwithstanding the provisions of Section 1 hereof, the Company shall have the right to terminate Employee’s employment under this Agreement at any time in accordance with the following provisions: (i) upon Employee’s death; (ii) upon Employee’s becoming incapacitated or disabled by accident, sickness or other circumstance which creates an impairment (despite reasonable accommodation) that renders him mentally or physically incapable of performing the duties and services required of him hereunder for a period of at least ninety (90) consecutive days or for ninety (90) non-consecutive business days during any 12-month period; (iii) for “Cause,” upon a determination by the Board, in its sole discretion, that Cause exists according to the following guidelines (but for purposes of classes (a), (b) and (d) below, only after the Company has provided Employee written notice of the same describing the Cause event in reasonable detail and Employee has failed to cure or remedy the same within ten (10) days of such notice): a. any breach by Employee of any material provision of this Agreement; b. continued failure by Employee to perform his duties to the reasonable satisfaction of the Board; c. any act or acts of fraud, dishonesty or disloyalty by Employee with respect to any aspect of the Company’s business, operations or customers, including, but not limited to, falsification of records of the Company or misappropriation of funds of the Company; d. Employee’s insubordination, neglect or failure to follow the lawful and reasonable instructions of the Board or the Chief Executive OfficerBoard; e. any willful or reckless misconduct or gross negligence by Employee in the performance of his duties under this Agreement; f. Employee’s breach of fiduciary duty or duty of loyalty to the Company or its affiliates; g. acceptance by Employee of employment or work with another employer or business other than the Company or its affiliates or the performance of work or services for any such other employer or business without the prior written approval of the Board; h. any act by Employee attempting to secure or securing any personal profit or benefit not fully disclosed to and approved by the Board in connection with any transaction entered into on behalf of the Company or its affiliates; i. Employee’s breach of Sections 6, 7, 8, or 9 of this Agreement; j. Employee’s habitual drug or alcohol abuse; k. Employee’s conviction (by plea of nolo contendere, guilty or otherwise) of any (1) felony, (2) of a crime of theft, fraud, or dishonesty, or (3) crime involving moral turpitude; l. Employee’s violation of federal or state securities laws or other laws applicable to the business of the Company or its affiliates; or m. conduct on the part of Employee, even if not in connection with the performance of his duties contemplated under this Agreement, that could result in serious prejudice to the interests of the Company or its affiliates, as determined by the Company in its sole good faith discretion, and Employee fails to cease such conduct within twenty-four (24) hours upon receipt of notice to cease such conduct. (iv) In the sole discretion of the Board without Cause; provided, however, that in the case of termination without Cause, the Company must provide Employee with thirty (30) days prior written notice of such termination.

Termination of Employment by the Company Prior to Expiration of Employment Period. Notwithstanding the provisions of Section 1 hereof, the Company shall have the right to terminate Employee’s employment under this Agreement at any time in accordance with the following provisions: (i) upon Employee’s death; (ii) upon Employee’s becoming incapacitated or disabled by accident, sickness or other circumstance which creates an impairment (despite reasonable accommodation) that renders him her mentally or physically incapable of performing the duties and services required of him her hereunder for a period of at least ninety (90) consecutive days or for ninety (90) non-consecutive business days during any 12-month period; (iii) for “Cause,” upon a determination by the Board, in its sole discretion, that Cause exists according to the following guidelines (but for purposes of classes (a), (b) and (d) below, only after the Company has provided Employee written notice of the same describing the Cause event in reasonable detail and Employee has failed to cure or remedy the same within ten (10) days of such notice): a. any breach by Employee of any material provision of this Agreement; b. continued failure by Employee to perform his her duties to the reasonable satisfaction of the Board; c. any act or acts of fraud, dishonesty or disloyalty by Employee with respect to any aspect of the Company’s business, operations or customers, including, but not limited to, falsification of records of the Company or misappropriation of funds of the Company; d. Employee’s insubordination, neglect or failure to follow the lawful and reasonable instructions of the Board or the Chief Executive Officer; e. any willful or reckless misconduct or gross negligence by Employee in the performance of his her duties under this Agreement; f. Employee’s breach of fiduciary duty or duty of loyalty to the Company or its affiliates; g. acceptance by Employee of employment or work with another employer or business other than the Company or its affiliates or the performance of work or services for any such other employer or business without the prior written approval of the Board; h. any act by Employee attempting to secure or securing any personal profit or benefit not fully disclosed to and approved by the Board in connection with any transaction entered into on behalf of the Company or its affiliates; i. Employee’s breach of Sections 6, 7, 8, or 9 of this Agreement; j. Employee’s habitual drug or alcohol abuse; k. Employee’s conviction (by plea of nolo contendere, guilty or otherwise) of any (1) felony, (2) of a crime of theft, fraud, or dishonesty, or (3) crime involving moral turpitude; l. Employee’s violation of federal or state securities laws or other laws applicable to the business of the Company or its affiliates; or m. conduct on the part of Employee, even if not in connection with the performance of his her duties contemplated under this Agreement, that could result in serious prejudice to the interests of the Company or its affiliates, as determined by the Company in its sole good faith discretion, and Employee fails to cease such conduct within twenty-four (24) hours upon receipt of notice to cease such conduct. (iv) In the sole discretion of the Board without Cause; provided, however, that in the case of termination without Cause, the Company must provide Employee with thirty (30) days prior written notice of such termination.