Common use of Termination of Engagement Clause in Contracts

Termination of Engagement. Xxxxxx may terminate this Agreement before the expiration of the Term by giving the Company thirty (30) days’ written notice of intent to terminate the Agreement. In the event Xxxxxx chooses to terminate this Agreement for any reason other than as a result of any material breach of Company’s obligations hereunder, which is not cured within fifteen (15) days following written notice to Company by Xxxxxx, the Company will have no further obligation to Xxxxxx under this Agreement other than the prorated portion of the monthly fee through the last day Xxxxxx was retained by the Company. If the Company materially breaches any of its material obligations hereunder and such breach is not cured within fifteen (15) calendar days following written notice to Company by Xxxxxx, Xxxxxx may terminate this Agreement and shall be entitled to receive payment of the monthly fee by Company through the end of the Term in accordance with the normal payment schedule described in Section 3 of this Agreement and to all other rights Xxxxxx may have under this Agreement. The Company may only terminate this Agreement for “cause,” or upon Xxxxxx’x death or a disability which prevents him from performing the consulting services described herein, which termination will be effective immediately. If the Company chooses to terminate this Agreement for “cause,” the Company will have no further obligation to Xxxxxx under this Agreement other than the prorated portion of the monthly fee through the last day Xxxxxx was retained by the Company. If the Company terminates this Agreement without cause (and Xxxxxx has not died or suffered a disability), Company shall pay Xxxxxx the monthly fee through the end of the Term in accordance with the normal payment schedule described in Section 3 of this Agreement. For purposes of this Agreement, “cause” will include the following: (1) material failure or neglect by Xxxxxx to perform the services hereunder or other material breach of this Agreement; provided that such neglect, failure or breach remains uncured for a period of thirty (30) days after written notice describing the same is given to the Xxxxxx; (2) misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, material misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject; (3) commission by Xxxxxx of an act negatively affecting any pending or potential litigation; or (4) commission by Xxxxxx of an act involving moral turpitude, dishonesty, theft, or unethical business conduct, or conduct that materially impairs or injures the reputation of, or xxxxx, the Company.

Termination of Engagement. Xxxxxx may terminate this Agreement before the expiration of the Term by giving (a) Executive’s engagement with the Company thirty (30) days’ written notice shall terminate during the Engagement Period on account of intent to terminate the Agreement. In the event Xxxxxx chooses to terminate this Agreement for any reason other than as Executive being convicted of a result felony or misdemeanor involving moral turpitude, including entry of any material breach of Company’s obligations hereunder, which is not cured within fifteen (15) days following written notice to Company by Xxxxxx, the Company will have no further obligation to Xxxxxx under this Agreement other than the prorated portion of the monthly fee through the last day Xxxxxx was retained by the Companya plea. If the Executive’s employment terminates in accordance with this ¶10(a), (x) the Company materially breaches any shall pay and provide to Executive: (i) his earned but unpaid salary as of its material obligations hereunder the date of the termination of his engagement, (ii) the benefits, if any, to which he is entitled under the Company’s benefit plan and such breach is programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date of termination, and (y) the Executive shall not cured within fifteen (15) calendar days following written notice to Company by Xxxxxx, Xxxxxx may terminate this Agreement and shall be entitled to receive payment of the monthly fee by Company through the end of the Term in accordance with the normal payment schedule described in Section 3 of this Agreement and to all any severance or other rights Xxxxxx may have under this Agreement. The Company may only terminate this Agreement for “cause,” or upon Xxxxxx’x death or a disability which prevents him from performing the consulting services described herein, which termination will be effective immediately. If the Company chooses to terminate this Agreement for “cause,” the Company will have no further obligation to Xxxxxx under this Agreement other than the prorated portion of the monthly fee through the last day Xxxxxx was retained by the Company. If the Company terminates this Agreement without cause (and Xxxxxx has not died or suffered a disability), Company shall pay Xxxxxx the monthly fee through the end of the Term in accordance with the normal payment schedule described in Section 3 of this Agreementbenefits. For purposes of this Agreement, moral turpitude shall include embezzlement of the Company’s property. (b) The Company shall have the right to terminate this Agreement for “good cause” will include upon twenty (20) days written notice to the Executive setting forth the grounds for terminating the Agreement. For purposes of this ¶10(b), “good cause” shall be defined as the following: (1i) material Executive’s failure or neglect by Xxxxxx to perform his duties in a manner consistent with the services hereunder or other material breach Company’s performance standards and the terms of this Agreement; provided (ii) Executive’s failure to devote substantially all of his business time and attention to the business of the Company and otherwise comply with his duties under ¶4; and (iii) Executive’s violation of ¶7 and ¶12 of this Agreement. In the event Executive fails to cure his breach of the Agreement as set forth in the notice, then and in that such neglectevent, failure or breach remains uncured this Agreement shall automatically terminate at the expiration of said twenty (20) day period. The Company shall pay and provide to Executive: (i) his earned but unpaid salary as of the date of the termination of his engagement; (ii) the benefits, if any, to which he is entitled under the Company’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for a period unused vacation days through the date of thirty termination. (30c) The Company may at any time during the Engagement Period, upon twenty (20) days after written notice describing to Executive, terminate this Agreement. Except in the same is given event of a termination of Executive’s employment in accordance with the provisions of ¶10(a) and ¶10(b), the restrictive covenant set forth in ¶12 of this Agreement shall continue only so long as the Company makes the payment set forth in ¶10(f). (d) This Agreement shall automatically terminate upon the death of Executive. (e) Executive shall have the right to terminate this Agreement for “good reason” upon twenty (20) days written notice to the XxxxxxCompany setting forth the grounds for terminating the Agreement. For purposes of this ¶10(e), “good reason” shall be defined as follows: (i) a material breach of the Company’s obligations under this Agreement; (2ii) misappropriation of funds the Board by vote, but excluding those directors who are officers or property employees, or former officers or employees, of the Company, securing or attempting to secure personally any profit its subsidiaries, determines in connection with any transaction entered into on behalf its sole discretion that the voluntary termination of the Executive is for “good reason” under the circumstances then prevailing; (iii) a material reduction in salary paid to the Executive; and (iv) a material reduction in the Executive’s duties, authority or responsibilities. In the event the Company fails to cure its breach of the Agreement as set forth in the notice, then and in that event, this Agreement shall automatically terminate at the expiration of said twenty (20) day period. (f) In the event Executive’s engagement with the Company is terminated by either party pursuant to ¶10(c), (d) or (e), then and in such an event, Executive shall be entitled to (i) payment of any earned but unpaid salary and payment for unused vacation days, through the date of termination; (ii) any cash bonus previously earned in full or awarded but not yet paid; (iii) termination payment equal to the Executive’s base salary for the greater of (x) the remainder of the initial Engagement Period or (y) one year, paid in installments at such time as Executive would normally receive such payment; and (iv) the continuation of benefits provided by the Company through the end of the Engagement Period. (g) In the event Executive terminates this Agreement without “good reason” as defined in ¶10(e), then and in such an event, the restrictive covenant set forth in ¶12 shall continue but the restrictions set forth in ¶7 of the Agreement shall terminate. The Company shall pay and provide to Executive: (i) his earned but unpaid salary as of the date of the termination of his engagement; (ii) the benefits, if any, to which he is entitled under the Company, material misrepresentation ’s benefit plan and programs and compensation plan and programs; (iii) accrued but unpaid bonus; and (iv) payment for unused vacation days through the date of termination. (h) The Company shall not be obligated to make any payment to Executive required pursuant to the terms of this ¶10 unless and until Executive executes and delivers to the Company a release in form and substance acceptable to the Company, or any violation of law or regulations on Company premises or to which the Company is subject; (3) commission by Xxxxxx of an act negatively affecting any pending or potential litigation; or (4) commission by Xxxxxx of an act involving moral turpitude, dishonesty, theft, or unethical business conduct, or conduct that materially impairs or injures the reputation of, or xxxxx, the Company.

Termination of Engagement. Xxxxxx During the term of this Agreement, the Company may terminate this Agreement before the expiration engagement of the Term Chief Executive Officer for "Cause" by giving the Chief Executive Officer written notice of such termination setting forth the "Cause" relied upon. For the purposes of this Agreement, "Cause" shall include but not be limited to (i) the Chief Executive Officer's disregard of lawful instructions of the Company that are consistent with the Chief Executive Officer's position and duties set forth herein; (ii) the Chief Executive Officer's failure to perform Chief Executive Officer's duties in compliance with Company's reasonable standards of performance and not as a result of notice of intention to resign, disability or retirement; (iii) the Chief Executive Officer's willful actions which do or are likely to result unjustifiably in material damage or embarrassment to the Company, the Company's reputation, or the Company's other legitimate business interests; (iv) the Chief Executive Officer's abuse or illegal use of alcohol or other drugs or controlled substances; (v) the Chief Executive Officer's material breach of any of the terms or conditions of this Agreement; (vi) the conviction of the Chief Executive Officer of a felony or entry of a guilty plea or plea of nolo contendere by Chief Executive Officer to a felony (or any other crime that has or might have a material adverse effect upon Chief Executive Officer's ability to carry out Chief Executive Officer's job duties or other obligations under this Agreement); or (vii) the Chief Executive Officer's theft, embezzlement or misappropriation of funds from the Company. In the event Company wishes to terminate Chief Executive Officer's engagement pursuant to Subsection (i), (ii), (iii), (iv), or (v) above, Company shall give to Chief Executive Officer thirty (30) days’ written ' notice of intent Company's intention to terminate Chief Executive Officer's engagement and the Agreementreason(s) for such termination. In If Chief Executive Officer wishes to remain engaged by Company, Chief Executive Officer shall during such thirty (30) day period remedy to the event Xxxxxx chooses to terminate this Agreement for any reason other than as a result of any material breach reasonable satisfaction of Company’s obligations hereunder's Board of Directors the misconduct, which is not cured within fifteen (15) days following written notice to Company by Xxxxxxdisregard, the Company will have no further obligation to Xxxxxx under this Agreement abuse, or other than the prorated portion of the monthly fee through the last day Xxxxxx was retained by the Companybreach specified in such notice. If the Company materially breaches any of its material obligations hereunder and Chief Executive EMPLOYMENT, CONFIDENTIALITY & NONCOMPETITION AGREEMENT - 2 Officer does not so remedy such breach is not cured within fifteen (15) calendar days following written notice to Company by Xxxxxx, Xxxxxx may terminate this Agreement and the reasonable satisfaction of Company's Board of Directors. then the termination shall be entitled to receive payment of the monthly fee by Company through take effect at the end of the Term in accordance with the normal payment schedule described in Section 3 of this Agreement and to all other rights Xxxxxx may have under this Agreement. The Company may only terminate this Agreement for “cause,” or upon Xxxxxx’x death or a disability which prevents him from performing the consulting services described herein, which termination will be effective immediately. If the Company chooses to terminate this Agreement for “cause,” the Company will have no further obligation to Xxxxxx under this Agreement other than the prorated portion of the monthly fee through the last day Xxxxxx was retained by the Company. If the Company terminates this Agreement without cause (and Xxxxxx has not died or suffered a disability), Company shall pay Xxxxxx the monthly fee through the end of the Term in accordance with the normal payment schedule described in Section 3 of this Agreement. For purposes of this Agreement, “cause” will include the following: (1) material failure or neglect by Xxxxxx to perform the services hereunder or other material breach of this Agreement; provided that such neglect, failure or breach remains uncured for a period of thirty (30) days after written notice describing day period. A termination pursuant to Subsection (vi) or (vii) shall take effect immediately upon the same is given to the Xxxxxx; (2) misappropriation giving of funds notice. Achievement of desired results or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, material misrepresentation to the Company, or any violation of law or regulations on Company premises or to which performance established as a goal by the Company is subject; (3) commission by Xxxxxx shall not be a basis of an act negatively affecting any pending termination for Cause. Any benefits or potential litigation; compensation to be earned based on performance criteria will terminate with Chief Executive Officer's termination whether with or (4) commission by Xxxxxx of an act involving moral turpitude, dishonesty, theft, or unethical business conduct, or conduct that materially impairs or injures the reputation of, or xxxxx, the Companywithout cause.

Termination of Engagement. Xxxxxx During the term of this Agreement, the Company may terminate this Agreement before the expiration engagement of the Term Chief Executive Officer for "Cause" by giving the Chief Executive Officer written notice of such termination setting forth the "Cause" relied upon. For the purposes of this Agreement, "Cause" shall include but not be limited to (i) the Chief Executive Officer's disregard of lawful instructions of the Company that are consistent with the Chief Executive Officer's position and duties set forth herein; (ii) the Chief Executive Officer's failure to perform Chief Executive Officer's duties in compliance with Company's reasonable standards of performance and not as a result of notice of intention to resign, disability or retirement; (iii) the Chief Executive Officer's willful actions which do or are likely to result unjustifiably in material damage or embarrassment to the Company, the Company's reputation, or the Company's other legitimate business interests ; (iv) the Chief Executive Officer's abuse or illegal use of alcohol or other drugs or controlled substances; (v) the Chief Executive Officer's material breach of any of the terms or conditions of this Agreement; (vi) the conviction of the Chief Executive Officer of a felony or entry of a guilty plea or plea of nolo contendere by Chief Executive Officer to a felony (or any other crime that has or might have a material adverse effect upon Chief Executive Officer's ability to carry out Chief Executive Officer's job duties or other obligations under this Agreement); or (vii) the Chief Executive Officer's theft, embezzlement or misappropriation of funds from the Company. In the event Company wishes to terminate Chief Executive Officer's engagement pursuant to Subsection (i), (ii), (iii), (iv), or (v) above, Company shall give to Chief Executive Officer thirty (30) days’ written ' notice of intent Company's intention to terminate Chief Executive Officer's engagement and the Agreementreason(s) for such termination. In If Chief Executive Officer wishes to remain engaged by Company, Chief Executive Officer shall during such thirty (30) day period remedy to the event Xxxxxx chooses to terminate this Agreement for any reason other than as a result of any material breach reasonable satisfaction of Company’s obligations hereunder's Board of Directors the misconduct, which is not cured within fifteen (15) days following written notice to Company by Xxxxxxdisregard, the Company will have no further obligation to Xxxxxx under this Agreement abuse, or other than the prorated portion of the monthly fee through the last day Xxxxxx was retained by the Companybreach specified in such notice. If the Company materially breaches any of its material obligations hereunder and Chief Executive EMPLOYMENT, CONFIDENTIALITY & NONCOMPETITION AGREEMENT - 2 060200 1050 Officer does not so remedy such breach is not cured within fifteen (15) calendar days following written notice to Company by Xxxxxxthe reasonable satisfaction of Company's Board of Directors, Xxxxxx may terminate this Agreement and then the termination shall be entitled to receive payment of the monthly fee by Company through take effect at the end of the Term in accordance with the normal payment schedule described in Section 3 of this Agreement and to all other rights Xxxxxx may have under this Agreement. The Company may only terminate this Agreement for “cause,” or upon Xxxxxx’x death or a disability which prevents him from performing the consulting services described herein, which termination will be effective immediately. If the Company chooses to terminate this Agreement for “cause,” the Company will have no further obligation to Xxxxxx under this Agreement other than the prorated portion of the monthly fee through the last day Xxxxxx was retained by the Company. If the Company terminates this Agreement without cause (and Xxxxxx has not died or suffered a disability), Company shall pay Xxxxxx the monthly fee through the end of the Term in accordance with the normal payment schedule described in Section 3 of this Agreement. For purposes of this Agreement, “cause” will include the following: (1) material failure or neglect by Xxxxxx to perform the services hereunder or other material breach of this Agreement; provided that such neglect, failure or breach remains uncured for a period of thirty (30) days after written notice describing day period. A termination pursuant to Subsection (vi) or (vii) shall take effect immediately upon the same is given to the Xxxxxx; (2) misappropriation giving of funds notice. Achievement of desired results or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, material misrepresentation to the Company, or any violation of law or regulations on Company premises or to which performance established as a goal by the Company is subject; (3) commission by Xxxxxx shall not be a basis of an act negatively affecting any pending termination for Cause. Any benefits or potential litigation; compensation to be earned based on performance criteria will terminate with Chief Executive Officer's termination whether with or (4) commission by Xxxxxx of an act involving moral turpitude, dishonesty, theft, or unethical business conduct, or conduct that materially impairs or injures the reputation of, or xxxxx, the Companywithout cause.

Termination of Engagement. Xxxxxx Xxxxxxxx may terminate this Agreement before the expiration of the Term by giving the Company thirty (30) days’ written notice of intent to terminate the Agreement. In the event Xxxxxx Xxxxxxxx chooses to terminate this Agreement for any reason other than as a result of any material breach of Company’s obligations hereunder, which is not cured within fifteen (15) days following written notice to Company by XxxxxxXxxxxxxx, the Company will have no further obligation to Xxxxxx Xxxxxxxx under this Agreement other than the prorated portion of the monthly fee through the last day Xxxxxx Xxxxxxxx was retained by the Company. If the Company materially breaches any of its material obligations hereunder and such breach is not cured within fifteen (15) calendar days following written notice to Company by XxxxxxXxxxxxxx, Xxxxxx Xxxxxxxx may terminate this Agreement and shall be entitled to receive payment of the monthly fee by Company through the end of the Term in accordance with the normal payment schedule described in Section 3 of this Agreement and to all other rights Xxxxxx Xxxxxxxx may have under this Agreement. The Company may only terminate this Agreement for “cause,” or upon Xxxxxx’x Xxxxxxxx’x death or a disability which prevents him from performing the consulting services described herein, which termination will be effective immediately. If the Company chooses to terminate this Agreement for “cause,” the Company will have no further obligation to Xxxxxx Xxxxxxxx under this Agreement other than the prorated portion of the monthly fee through the last day Xxxxxx Xxxxxxxx was retained by the Company. If the Company terminates this Agreement without cause (and Xxxxxx Xxxxxxxx has not died or suffered a disability), Company shall pay Xxxxxx Xxxxxxxx the monthly fee through the end of the Term in accordance with the normal payment schedule described in Section 3 of this Agreement. For purposes of this Agreement, “cause” will include the following: (1) material failure or neglect by Xxxxxx Xxxxxxxx to perform the services hereunder or other material breach of this Agreement; provided that such neglect, failure or breach remains uncured for a period of thirty (30) days after written notice describing the same is given to the XxxxxxXxxxxxxx; (2) misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, material misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or (3) commission by Xxxxxx of an act negatively affecting any pending or potential litigation; or (4) commission by Xxxxxx Xxxxxxxx of an act involving moral turpitude, dishonesty, theft, or unethical business conduct, or conduct that materially impairs or injures the reputation of, or xxxxx, the Company. Upon any termination of this Agreement by the Company or Xxxxxxxx, for any reason, any Equity Awards which remain unvested as of the date of such termination shall cease to vest as of the date of such termination and terminate in accordance with the terms of the applicable plans. A termination of this Agreement by the Company or Xxxxxxxx, for any reason, will not impact the Company’s obligation to pay Xxxxxxxx for any bonus earned under the MIP for the 2014 calendar year, in accordance with the terms of, and at the time specified in, the MIP and the Employment Agreement.

Termination of Engagement. Xxxxxx Xxxxx may terminate this Agreement before the expiration of the Term by giving the Company thirty (30) 30 days’ written notice of intent to terminate the Agreement. In the event Xxxxxx Xxxxx chooses to terminate this Agreement for any reason other than as a result of any material breach of Company’s obligations hereunder, which is not cured within fifteen (15) 15 days following written notice to Company by XxxxxxXxxxx, the Company will have no further obligation to Xxxxxx under this Agreement Xxxxx other than the prorated portion of the monthly annual fee through the last day Xxxxxx Xxxxx was retained by the Company. If the Company materially breaches any of its material obligations hereunder and such breach is not cured within fifteen (15) 15 calendar days following written notice to Company by XxxxxxXxxxx, Xxxxxx Xxxxx may terminate this Agreement and shall be entitled to receive payment of the monthly annual fee by Company through the end of the Term in accordance with the normal payment schedule described in Section 3 of this Agreement and to all other rights Xxxxxx may have under this Agreement. The Company may only terminate this Agreement for “cause,” or upon Xxxxxx’x Xxxxx’x death or a disability which prevents him from performing the consulting services described hereindisability, which termination will be effective immediately. If the Company chooses to terminate this Agreement for “cause,” the Company will have no further obligation to Xxxxxx under this Agreement Xxxxx other than the prorated portion of the monthly annual fee through the last day Xxxxxx Xxxxx was retained by the Company. If the Company terminates this Agreement without cause (and Xxxxxx Xxxxx has not died or suffered a disability), Company shall pay Xxxxxx Xxxxx the monthly annual fee through the end of the Term in accordance with the normal payment schedule described in Section 3 of this Agreement. For purposes of this Agreement, “cause” will include the following: (1) material failure or neglect by Xxxxxx Xxxxx to perform the services hereunder or other material breach of this Agreementservices; provided that such neglect, neglect or failure or breach remains uncured for a period of thirty (30) 30 days after written notice describing the same is given to the XxxxxxXxxxx; (2) misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, material misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject; (3) commission by Xxxxxx of an act negatively affecting any pending or potential litigation; or (4) commission by Xxxxxx Xxxxx of an act involving moral turpitude, dishonesty, theft, or unethical business conduct, or conduct that materially impairs or injures the reputation of, or xxxxx, the Company; or (4) any material breach of this Agreement; provided that such breach remains uncured for a period of 30 days after written notice describing the same is given to Xxxxx.