Common use of Termination of Employment Relationship Clause in Contracts

Termination of Employment Relationship. 3.1 The Executive’s employment with the Company shall automatically terminate, and the Employment Term shall thereupon terminate: 3.1.1 Upon the Executive’s death; 3.1.2 Upon the Company’s written notice to the Executive (or his guardian if applicable) of the termination of his employment due to Incapacity (as that term is defined hereinafter); 3.1.3 In the event this Agreement is not renewed by the Company at the expiration of the Initial Employment Period or any Renewal Period, if applicable, following delivery by the Company to the Executive of the non-renewal notice pursuant to Section 1.4 above; 3.1.4 Upon the Company’s written notice to the Executive of the termination of his employment for Cause (as that term is defined below), provided that termination will deemed to be under this Section 3.1.4 only if Cause in fact exists; 3.1.5 Upon not less than thirty (30) days’ written notice from the Company to the Executive of the termination of his employment without Cause; 3.1.6 Upon the termination of the Executive’s employment by the Executive for Good Reason (as defined below); or 3.1.7 Upon not less than thirty (30) days’ written notice from the Executive to the Company of his voluntary resignation, if the termination is not otherwise subject to Section 3.1.6; provided, however, that such voluntary resignation shall not relieve or release the Executive from any breach of this Agreement at or prior to the time of such resignation. 3.2 As used herein, the following terms shall have the meanings set forth below: 3.2.1 For purposes of this Agreement “Cause” shall be limited to the following: (a) the conviction of the Executive, or the entry by the Executive of a plea of guilty or nolo contendere to any felony under the laws of the United States or any state or political subdivision thereof, (b) the Executive’s engagement in conduct constituting breach of fiduciary duty, willful misconduct or gross negligence relating to the Company or the performance of the Executive’s duties (including acts of employment discrimination or sexual harassment) or fraud, (c) the Executive’s breach of any material term of this Agreement, (d) the Executive’s willful failure to follow a reasonable and lawful directive of the Board within the scope of the Executive’s duties (which shall be capable of being performed by the Executive with reasonable effort) after written notice specifying the performance required and the Executive’s failure to perform within thirty (30) days after such notice, or (e) the Executive’s substantial and continued failure to perform the Executive’s material duties, including, without limitation, the responsibilities and duties set forth in Section 1.2 above, in a satisfactory manner after written notice specifying the areas in which performance is unsatisfactory and, if subject to cure, the Executive’s failure to perform within thirty (30) days after such notice, (f) the Executive’s breach of any of the Executives covenants under Section 6 of this Agreement, and (g) the Executive’s disparagement of the Company or any Group Affiliate or any of their collective executives, shareholders, directors, or officers in any written or oral communication and such disparagement has a materially adverse effect on the reputation, goodwill or business of the Company or Group Affiliate. Any notice required to be provided to the Executive under this Section 3.2.1 shall state that failure to cure within the applicable period will result in termination under this Section 3.2.1. 3.2.2 For purposes of this Agreement, “Incapacity” shall mean: the Executive’s incapacitation due to illness, accident or other disability which renders him substantially unable to perform his normal duties hereunder for a period aggregating at least one hundred eighty (180) days during any period of three hundred sixty-five (365) consecutive days, and no reasonable accommodation being available which would permit the Executive to perform the essential functions of the Executive’s position.

Termination of Employment Relationship. 3.1 The Executive’s employment with the Company shall automatically terminate, and the Employment Term shall thereupon terminate: 3.1.1 Upon the Executive’s death; 3.1.2 Upon the Company’s written notice to the Executive (or his guardian if applicable) of the termination of his employment due to Incapacity (as that term is defined hereinafter); 3.1.3 In the event this Agreement is not renewed by the Company at the expiration of the Initial Employment Period or any Renewal Period, if applicable, following delivery by the Company to the Executive of the non-renewal notice pursuant to Section 1.4 above; 3.1.4 Upon the Company’s written notice to the Executive of the termination of his employment for Cause (as that term is defined below), provided that termination will deemed to be under this Section 3.1.4 only if Cause in fact exists; 3.1.5 Upon not less than thirty (30) days’ written notice from the Company to the Executive of the termination of his employment without Cause; 3.1.6 Upon the termination of the Executive’s employment by the Executive for Good Reason (as defined below); or; 3.1.7 Upon not less than thirty (30) days’ written notice from the Executive to the Company of his voluntary resignation, if the termination is not otherwise subject to Section 3.1.6; provided, however, that such voluntary resignation shall not relieve or release the Executive from any breach of this Agreement at or prior to the time of such resignation; or 3.1.8 Upon the closing of a Change of Control (as that term is defined in Section 2.7(b), above) and the payment to the Executive of the Separation Benefit (as that term is defined in Section 4.2, below). 3.2 As used herein, the following terms shall have the meanings set forth below: 3.2.1 For purposes of this Agreement “Cause” shall be limited to the following: (a) the conviction of the Executive, or the entry by the Executive of a plea of guilty or nolo contendere to any felony under the laws of the United States or any state or political subdivision thereof, (b) the Executive’s engagement in conduct constituting breach of fiduciary duty, willful misconduct or gross negligence relating to the Company or the performance of the Executive’s duties (including acts of employment discrimination or sexual harassment) or fraud, (c) the Executive’s breach of any material term of this Agreement, (d) the Executive’s willful failure to follow a reasonable and lawful directive of the CEO and/or the Board within the scope of the Executive’s duties (which shall be capable of being performed by the Executive with reasonable effort) after written notice specifying the performance required and the Executive’s failure to perform within thirty (30) days after such notice, or (e) the Executive’s substantial and continued failure to perform the Executive’s material duties, including, without limitation, the responsibilities and duties set forth in Section 1.2 above, in a satisfactory manner after written notice specifying the areas in which performance is unsatisfactory and, if subject to cure, the Executive’s failure to perform within thirty (30) days after such notice, (f) the Executive’s breach of any of the Executives covenants under Section 6 of this Agreement, and (g) the Executive’s disparagement of the Company or any Group Affiliate or any of their collective executives, shareholders, directors, or officers in any written or oral communication and such disparagement has a materially adverse effect on the reputation, goodwill or business of the Company or Group Affiliate. Any notice required to be provided to the Executive under this Section 3.2.1 shall state that failure to cure within the applicable period will result in termination under this Section 3.2.1. 3.2.2 For purposes of this Agreement, “Incapacity” shall mean: the Executive’s incapacitation due to illness, accident or other disability which renders him substantially unable to perform his normal duties hereunder for a period aggregating at least one hundred eighty (180) days during any period of three hundred sixty-five (365) consecutive days, and no reasonable accommodation being available which would permit the Executive to perform the essential functions of the Executive’s position.

Termination of Employment Relationship. 3.1 The Executive’s 's employment with the Company shall automatically terminate, and the Employment Term shall thereupon terminate: 3.1.1 Upon the Executive’s 's death; 3.1.2 Upon the Company’s 's written notice to the Executive (or his guardian if applicable) of the termination of his employment due to Incapacity (as that term is defined hereinafter); 3.1.3 In the event this Agreement is not renewed by the Company at the expiration of the Initial Employment Period or any Renewal Period, if applicable, following delivery by the Company to the Executive of the non-renewal notice pursuant to Section 1.4 above; 3.1.4 Upon the Company’s 's written notice to the Executive of the termination of his employment for Cause (as that term is defined below), provided that termination will deemed to be under this Section 3.1.4 only if Cause in fact exists; 3.1.5 Upon not less than thirty (30) days’ ' written notice from the Company to the Executive of the termination of his employment without Cause; 3.1.6 Upon the termination of the Executive’s 's employment by the Executive for Good Reason (as defined below); or; 3.1.7 Upon not less than thirty (30) days’ ' written notice from the Executive to the Company of his voluntary resignation, if the termination is not otherwise subject to Section 3.1.6; provided, however, that such voluntary resignation shall not relieve or release the Executive from any breach of this Agreement at or prior to the time of such resignation; or 3.1.8 Upon the closing of a Change of Control (as that term is defined in Section 2.7(b), above) and the payment to the Executive of the Separation Benefit (as that term is defined in Section 4.2, below). 3.2 As used herein, the following terms shall have the meanings set forth below: 3.2.1 For purposes of this Agreement “"Cause” " shall be limited to the following: (a) the conviction of the Executive, or the entry by the Executive of a plea of guilty or nolo contendere to any felony under the laws of the United States or any state or political subdivision thereof, (b) the Executive’s 's engagement in conduct constituting breach of fiduciary duty, willful misconduct or gross negligence relating to the Company or the performance of the Executive’s 's duties (including acts of employment discrimination or sexual harassment) or fraud, (c) the Executive’s 's breach of any material term of this Agreement, (d) the Executive’s 's willful failure to follow a reasonable and lawful directive of the Board within the scope of the Executive’s 's duties (which shall be capable of being performed by the Executive with reasonable effort) after written notice specifying the performance required and the Executive’s 's failure to perform within thirty (30) days after such notice, or (e) the Executive’s 's substantial and continued failure to perform the Executive’s 's material duties, including, without limitation, the responsibilities and duties set forth in Section 1.2 above, in a satisfactory manner after written notice specifying the areas in which performance is unsatisfactory and, if subject to cure, the Executive’s 's failure to perform within thirty (30) days after such notice, (f) the Executive’s 's breach of any of the Executives covenants under Section 6 of this Agreement, and (g) the Executive’s 's disparagement of the Company or any Group Affiliate or any of their collective executives, shareholders, directors, or officers in any written or oral communication and such disparagement has a materially adverse effect on the reputation, goodwill or business of the Company or Group Affiliate. Any notice required to be provided to the Executive under this Section 3.2.1 shall state that failure to cure within the applicable period will result in termination under this Section 3.2.1. 3.2.2 For purposes of this Agreement, “"Incapacity” " shall mean: the Executive’s 's incapacitation due to illness, accident or other disability which renders him substantially unable to perform his normal duties hereunder for a period aggregating at least one hundred eighty (180) days during any period of three hundred sixty-five (365) consecutive days, and no reasonable accommodation being available which would permit the Executive to perform the essential functions of the Executive’s 's position.