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

Termination of Employment by the Company. The Employee’s employment hereunder may be terminated by the Company under the following circumstances: (i) The Employee’s employment hereunder shall terminate upon his death and may be terminated by the Company in the event of his Disability. For purposes of this Agreement, the term “Disability” shall mean the inability of the Employee due to illness (mental or physical), accident, or otherwise, to perform his duties for any period of one hundred twenty (120) consecutive days, as determined by an independent physician selected by the Company and reasonably acceptable to the Employee (or his legal representative), provided that the Employee does not return to work on substantially a full-time basis for at least five (5) consecutive business days within thirty (30) days after Notice of Termination is given by the Company pursuant to the provisions of Sections 9 (c) and 9 (d) (ii). (ii) The Company may terminate the Employee’s employment hereunder for Cause. “Cause” shall be defined to include (i) any willful breach of the material terms of this Agreement; (ii) any willful breach of any material duty of employment assigned to the Employee pursuant to this Agreement other than a breach relating to an assignment that would constitute the basis for the Employee’s submitting a Notice of Termination for “Good Reason” pursuant to Section 9(b) of this Agreement; (iii) material refusal to perform the duties of employment assigned to Employee pursuant to this Agreement other than a refusal relating to an assignment that would constitute the basis for the Employee’s submitting a Notice of Termination for “Good Reason” pursuant to Section 9(b) of this Agreement; (iv) theft or embezzlement of a material amount of the Company’s property; (v) fraud or (vi) indictment for criminal activity not including minor misdemeanor traffic offenses.

Termination of Employment by the Company. The Employee’s employment hereunder Company may terminate this Employment Agreement immediately only for good cause in which case all of Parker's compensation rights as set forth herein which have not vestxx, xxxxl be terminated terminated, and shall be null and void, and of no further force or effect. Termination of this Employment Agreement by the Company under the following circumstances: (i) The Employee’s employment hereunder shall terminate upon his death and may be terminated by the Company in the event of his Disability. For purposes of this Agreement, the term “Disability” shall mean the inability of the Employee due to illness (mental or physical), accident, or otherwise, to perform his duties for any period of one hundred twenty (120) consecutive days, as determined by an independent physician selected reason other than good cause shall be a breach hereof by the Company and reasonably Parker shall be entitled to all applicable rights and remedies in coxxxxxxon therewith. For the purposes of this Employment Agreement, good cause shall be deemed to include, but shall not in any manner be limited to, the following acts of Parker: (a) recurring absence from company business withoux xxxxe acceptable to the Employee Board of Directors of the Company; (or his legal representative), provided that the Employee does not return to work on substantially a full-time basis for at least five (5b) consecutive business days within thirty (30) days after Notice of Termination is given by the Company pursuant to the provisions of Sections 9 (c) and 9 (d) (ii). (ii) The Company may terminate the Employee’s employment hereunder for Cause. “Cause” shall be defined to include (i) any willful material breach of the material terms any provision of this Agreement; (iic) any repeated, material and willful breach failure to communicate with the Board of any material duty Directors of employment assigned to the Employee pursuant to this Agreement other than a breach relating to an assignment that would constitute Company regarding the basis for the Employee’s submitting a Notice of Termination for “Good Reason” pursuant to Section 9(b) of this Agreement; (iii) material refusal to perform the duties of employment assigned to Employee pursuant to this Agreement other than a refusal relating to an assignment that would constitute the basis for the Employee’s submitting a Notice of Termination for “Good Reason” pursuant to Section 9(b) of this Agreement; (iv) theft or embezzlement of a material amount business of the Company’s property; (vd) fraud material, willful failure to properly respond to and implement appropriate, express directives of the Board of Directors of the Company; (e) any material act of deceit, misrepresentation or dishonesty in the discharge of Parker's duties; (vif) material, improper use or diversion of Xxxxxxx fiunds to personal use; (g) conviction of a felony; provided that good cause shall also include the Company's reasonable determination, following an appropriate investigation, that the Company would suffer material, adverse consequences arising from Parker's indictment for criminal activity not including minor misdemeanor traffic offenses.a felony or involvement in any other acx xx xxxal turpitude; and;

Termination of Employment by the Company. FOR CAUSE". The Employee’s employment hereunder may be terminated by Company shall have the Company under unrestricted right, but not the following circumstances: (i) The Employee’s employment hereunder shall obligation, to terminate upon his death and may be terminated by the Company Employment at any time "For Cause" in the event of his Disability. For purposes the Employee's (i) conviction of this a felony or any crime involving moral turpitude, (ii) commission of any act of theft or fraud against, or involving the records of, the Company or any other member of the InsWeb Group, (iii) material breach of the Employee's obligations under the Confidentiality Agreement, the term “Disability” shall mean the inability of the Employee due to illness (mental or physical)which, accidentif curable, or otherwise, to perform his duties for any period of one hundred twenty (120) consecutive days, as determined by an independent physician selected by the Company and reasonably acceptable to the Employee (or his legal representative), provided that the Employee does is not return to work on substantially a full-time basis for at least five (5) consecutive business days cured within thirty (30) days after Notice following notice thereof by the Company, or (iv) repeated failure or inability (other than as a result of Termination physical disability) to perform his duties hereunder, which failure or inability is given not cured within thirty (30) days following written notice thereof by the Board of Directors of the Company. The decision to terminate the Employment For Cause, to take other action or to take no action in response to any such occurrence shall be in the sole and exclusive discretion of the Board of Directors of the Company. Upon any termination of the Employment by the Company For Cause, the Employee shall be entitled to receive (A) the Employee's base salary through the date of such termination, plus (B) any Bonus Award earned or deemed to be earned by the Employee and payable as of the date of termination of the Employment pursuant to Paragraph 2.2 hereof but not yet paid, plus (C) any other benefits to which the Employee is entitled pursuant to the provisions of Sections 9 (c) and 9 (d) (ii)plans described in Paragraph 2.5 hereof. (ii) The Company may terminate the Employee’s employment hereunder for Cause. “Cause” shall be defined to include (i) any willful breach of the material terms of this Agreement; (ii) any willful breach of any material duty of employment assigned to the Employee pursuant to this Agreement other than a breach relating to an assignment that would constitute the basis for the Employee’s submitting a Notice of Termination for “Good Reason” pursuant to Section 9(b) of this Agreement; (iii) material refusal to perform the duties of employment assigned to Employee pursuant to this Agreement other than a refusal relating to an assignment that would constitute the basis for the Employee’s submitting a Notice of Termination for “Good Reason” pursuant to Section 9(b) of this Agreement; (iv) theft or embezzlement of a material amount of the Company’s property; (v) fraud or (vi) indictment for criminal activity not including minor misdemeanor traffic offenses.

Termination of Employment by the Company. The Employee’s employment hereunder may be terminated by the Company under the following circumstances: (i) The Company shall be entitled, if acting at the direction of the Required Board Majority, to terminate the Employee’s employment hereunder shall terminate upon his death 's Employment (a) at any time for Cause or (b) subject to the payment obligations of the Separation Period and may be terminated by the Company in the event of his Disability. For purposes other provisions of this Agreement, the term “Disability” shall mean the inability at any time without Cause. The Company's termination of the Employee due to illness (mental or physical), accident, or otherwise, to perform his duties for any period of one hundred twenty (120) consecutive days, as determined by an independent physician selected by Employee's Employment hereunder will be effective on the date the Company and reasonably acceptable delivers a Notice of Termination for Cause to the Employee (or his legal representative)pursuant hereto. Subject to the payment provisions applicable to the Separation Period, provided that the Employee does not return shall be required to work on substantially a full-time basis for at least vacate the premises of the Company, with all of the Employee's personal property no later than five (5) consecutive business days within thirty (30) days after the Notice of Termination is given by the Company pursuant to the provisions of Sections 9 (c) and 9 (d) (ii)Termination. (ii) The If the Company may terminate terminates the Employee’s employment hereunder 's Employment for Cause. “Cause” , the Company promptly thereafter, and in any event within five (5) business days thereafter, shall be defined pay the Employee his Base Salary to include (i) any willful breach and including the the end of the material terms calendar month of this Agreement; the Termination Date and the amount of all compensation previously deferred by the Employee (ii) together with any willful breach of any material duty of employment assigned accrued interest or earnings thereon), in each case to the Employee pursuant extent not theretofore paid, and, when that payment is made, the Company shall, notwithstanding Section 3, have no further or other obligations hereunder to this Agreement other than a breach relating to an assignment that would constitute the basis for the Employee’s submitting a Notice of Termination for “Good Reason” pursuant to Section 9(b) of this Agreement; . (iii) material refusal to perform If the duties of employment assigned to Employee pursuant to this Agreement other than a refusal relating to an assignment that would constitute the basis for Company terminates the Employee’s submitting a Notice of Termination for “Good Reason” pursuant to Section 9(b) of this Agreement; (iv) theft or embezzlement of a material amount 's Employment without Cause, the respective rights and obligations of the Company’s property; (v) fraud or (vi) indictment for criminal activity not including minor misdemeanor traffic offensesCompany and the Employee during the Separation Period will be as set forth in Section 5(E).

Termination of Employment by the Company. The Employee’s employment hereunder may be terminated by the Company under the following circumstances: (i) The Company shall be entitled, if acting at the direction of the Required Board Majority, to terminate the Employee’s employment 's Employment (a) at any time for Cause or (b) subject to the payments obligations of the Separation Period, at any time without Cause. The Company's termination of the Employee's Employment hereunder shall terminate upon his death and may will be terminated by effective on the date the Company in the event delivers a Notice of his Disability. For purposes of this Agreement, the term “Disability” shall mean the inability of the Employee due to illness (mental or physical), accident, or otherwise, to perform his duties Termination for any period of one hundred twenty (120) consecutive days, as determined by an independent physician selected by the Company and reasonably acceptable Cause to the Employee (or his legal representative)pursuant hereto. Subject to the payment provisions applicable to the Separation Period, provided that the Employee does not return shall be required to work on substantially a full-time basis for at least vacate the premises of the Company, with all of the Employee's personal property no later than five (5) consecutive business days within thirty (30) days after the Notice of Termination is given by the Company pursuant to the provisions of Sections 9 (c) and 9 (d) (ii)Termination. (ii) The If the Company may terminate terminates the Employee’s employment hereunder 's Employment for Cause. “Cause” , the Company promptly thereafter, and in any event within five (5) business days thereafter, shall be defined pay the Employee his Base Salary to include (i) any willful breach and including the the end of the material terms calendar month of this Agreement; the Termination Date and the amount of all compensation previously deferred by the Employee (ii) together with any willful breach of any material duty of employment assigned accrued interest or earnings thereon), in each case to the Employee pursuant extent not theretofore paid, and, when that payment is made, the Company shall, notwithstanding Section 3, have no further or other obligations hereunder to this Agreement other than a breach relating to an assignment that would constitute the basis for the Employee’s submitting a Notice of Termination for “Good Reason” pursuant to Section 9(b) of this Agreement; . (iii) material refusal to perform If the duties of employment assigned to Employee pursuant to this Agreement other than a refusal relating to an assignment that would constitute the basis for Company otherwise terminates the Employee’s submitting a Notice of Termination for “Good Reason” pursuant to Section 9(b) of this Agreement; (iv) theft or embezzlement of a material amount 's Employment, the respective rights and obligations of the Company’s property; (v) fraud or (vi) indictment for criminal activity not including minor misdemeanor traffic offensesCompany and the Employee during the Separation Period will be as set forth in Section 5(E).

Termination of Employment by the Company. The Employee’s employment hereunder may be terminated by the Company under the following circumstances: (i) The Company shall be entitled, if acting at the direction of the Required Board Majority, to terminate the Employee’s employment 's Employment (a) at any time for Cause or (b) subject to the payments obligations of the Separation Period, at any time without Cause. The Company's termination of the Employee's Employment hereunder shall terminate upon his death and may will be terminated by effective on the date the Company in the event delivers a Notice of his Disability. For purposes of this Agreement, the term “Disability” shall mean the inability of the Employee due to illness (mental or physical), accident, or otherwise, to perform his duties Termination for any period of one hundred twenty (120) consecutive days, as determined by an independent physician selected by the Company and reasonably acceptable Cause to the Employee (or his legal representative)pursuant hereto. Subject to the payment provisions applicable to the Separation Period, provided that the Employee does not return shall be required to work on substantially a full-time basis for at least vacate the premises of the Company, with all of the Employee's personal property no later than five (5) consecutive business days within thirty (30) days after the Notice of Termination is given by the Company pursuant to the provisions of Sections 9 (c) and 9 (d) (ii)Termination. (ii) The If the Company may terminate terminates the Employee’s employment hereunder 's Employment for Cause. “Cause” , the Company promptly thereafter, and in any event within five (5) business days thereafter, shall be defined pay the Employee his Base Salary to include (i) any willful breach and including the end of the material terms calendar month of this Agreement; the Termination Date and the amount of all compensation previously deferred by the Employee (ii) together with any willful breach of any material duty of employment assigned accrued interest or earnings thereon), in each case to the Employee pursuant extent not theretofore paid, and, when that payment is made, the Company shall, notwithstanding Section 3, have no further or other obligations hereunder to this Agreement other than a breach relating to an assignment that would constitute the basis for the Employee’s submitting a Notice of Termination for “Good Reason” pursuant to Section 9(b) of this Agreement; . (iii) material refusal to perform If the duties of employment assigned to Employee pursuant to this Agreement other than a refusal relating to an assignment that would constitute the basis for Company otherwise terminates the Employee’s submitting a Notice of Termination for “Good Reason” pursuant to Section 9(b) of this Agreement; (iv) theft or embezzlement of a material amount 's Employment, the respective rights and obligations of the Company’s property; (v) fraud or (vi) indictment for criminal activity not including minor misdemeanor traffic offensesCompany and the Employee during the Separation Period will be as set forth in Section 5(E).

Termination of Employment by the Company. The Employee’s Company has the right to terminate your employment hereunder may be terminated by the Company at any time, with or without Cause (as defined below), upon sixty (60) days’ prior written notice. For all purposes under the following circumstancesthis Agreement “Cause” means: (i) The Employee’s employment hereunder shall terminate upon his death and may be terminated by You commit a felony (other than felonious operation of a motor vehicle); (ii) You commit (A) fraud, embezzlement or misappropriation of funds, in each case involving or against the Company or any of its subsidiaries or affiliates, or (B) an act or series of acts of dishonesty in the event course of his Disability. For purposes of this Agreement, your employment that are materially inimical to the term “Disability” shall mean the inability best interests of the Employee due to illness (mental Company or physical), accident, or otherwise, to perform his duties for any period a subsidiary of one hundred twenty (120) consecutive daysthe Company, as determined by an independent physician selected action of the Board (taken by a majority of the full number of directors then in office); (iii) You continue to violate your obligation under Section 11 not to engage in competitive activities for more than ten (10) days after the Board has, by action of the Board (taken by a majority of the full number of directors then in office), advised you in writing to cease those activities; or (iv) Other than as a result of Disability (as defined in Section 6(d) below), you consistently fail to perform your duties and responsibilities as specified from time to time by the Company and reasonably acceptable to the Employee (or his legal representative), provided that the Employee does not return to work on substantially a full-time basis Board for at least five (5) consecutive business days within thirty (30) consecutive days after Notice the Board has, by action of Termination is given the Board (taken by a majority of the full number of directors then in office), advised you in writing of that failure. No action by the Company Board pursuant to the provisions any of Sections 9 paragraphs (c) and 9 (d) i), (ii). , (iiiii) The Company may or (iv) above shall be effective to terminate the Employee’s your employment hereunder for Cause. “Cause” shall be defined to include (i) any willful breach unless, before the vote on that action is taken by the Board, you are first given notice by the Board, in reasonable detail, of the material terms of this Agreement; (ii) any willful breach of any material duty of employment assigned alleged act or acts by you that gave rise to the Employee pursuant proposed vote and you are given the opportunity to this Agreement other than respond to those allegations at a breach relating to an assignment that would constitute duly called meeting of the basis for Board at which you may be represented by counsel. In addition, the Employee’s submitting a Notice of Termination for “Good Reason” pursuant to Section 9(b) of this Agreement; (iii) material refusal failure to perform the your duties of employment assigned to Employee pursuant to this Agreement other than a refusal relating to an assignment that would constitute the basis for the Employee’s submitting a Notice of Termination for “Good Reason” pursuant to Section 9(b) of this Agreement; and responsibilities as provided in paragraph (iv) theft or embezzlement of a material amount shall constitute “Cause” unless such failure is in good faith and with the reasonable belief that the failure to perform your duties and responsibilities as specified by the Board was in the best interests of the Company’s property; (v) fraud . Any act, or (vi) indictment failure to act, based upon authority given to you pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for criminal activity not including minor misdemeanor traffic offensesthe Company shall be conclusively presumed to be undertaken in good faith and in the best interests of the Company.