Common use of Termination of Executives Employment Clause in Contracts

Termination of Executives Employment. (a) Notwithstanding any provisions contained herein to the contrary, the Executive's employment may be terminated by the Company upon the Executive's death or disability (as defined below) or for Cause (as defined below), and the Executive may terminate his employment for Good Reason (as defined below); (b) For purposes of this Agreement, "disability" shall mean the Executive is mentally or physically disabled from properly and fully performing his duties and responsibilities hereunder for a period of 120 consecutive days or for 180 days, even though not consecutive, within any 360-day period, all as evidenced by the written certification of a qualified medical doctor agreed to by the Company and the Executive or, in the absence of such agreement, by a doctor selected by the agreement of a qualified medical doctor selected by each of the Company and the Executive; (c) For purposes of this Agreement, "Cause" shall mean: (i) the conviction of the Executive of a felony by a federal or state court of competent jurisdiction; (ii) the continued failure by the Executive to substantially perform the Executive's duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a notice of termination for Good Reason by the Executive) after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, (iii) the engaging by the Executive in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise, or (iv) the engaging by the Executive in an actual act of dishonesty intended to result in gain to the Executive at the expense of the Company. In no event shall Cause be deemed to include any action or inaction on the part of the Executive undertaken in good faith, consistent with his fiduciary duties to the Company, which are within the "business judgement rule" as such rule or embodiment thereof has been interpreted in accordance with the laws of the applicable jurisdiction. A notice of termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board (not including the Executive) at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in the immediately preceding paragraph, and specifying the particulars thereof in detail. (d) For purposes of this Agreement, "Good Reason" shall mean any of the following: (i) the assignment to the Executive of duties inconsistent with the Executive's position, duties, responsibilities, titles or offices as described herein, (ii) any material reduction by the Company of the Executive's duties or responsibilities, (iii) any reduction by the Company of the Executive's compensation as set forth in Paragraphs 4, 5, 6 or 7 hereof (it being understood that a reduction of benefits applicable to all executives of the Compa- ny (including the Executive) shall not be deemed a reduction of the Executive's compensation package for purposes of this definition) or (iv) requiring the Executive to be based without his consent at a location not within reasonable commuting distance of his then current residence. (e) In the event that the Executive's employment hereunder is terminated as a result of death, disability or by the Company for Cause, or by the Executive without Good Reason, or in the event that this Agreement is not renewed or extended at the end of the Term, then the Company shall have no further obliga- tions or liabilities to the Executive hereunder, such that all benefits and salary (but not the Company's obligation to pay the Executive's Bonus) provided for within this Agreement (except for any death or disability benefits that would otherwise continue past the date of such termination) shall terminate simultaneously with the termination of the Executive's employment except for benefits and salary earned and accrued through the date of such termina- tion. Nothing in this subsection (e) shall supersede any rights of the Executive to receive any amounts or benefits otherwise due to him upon the occurrence of any of the events described in the immediately preceding sentence, whether such rights are created by this Agreement or otherwise. (f) In the event that the Executive's employment hereunder is terminated by the Company other than for Cause, death, disability, or because the Agreement has not been renewed or extended, or by the Executive for Good Reason, the Company shall continue to provide the Executive with the salary, bonus and benefits enumerated in Para- graphs 4, 6 and 7 hereof, respectively, at the levels in effect immediately prior to such termination (or, if applicable, the occurrence of the event constituting Good Reason), for the remainder of the Term (such period, the "Severance Period"). In addition, following the Severance Period, the Executive shall continue to be entitled to receive payment of the Bonus earned in accordance with Section 6 hereof. (g) If the Executive's employment hereunder is terminated under Section 8(f) hereof, the Executive shall be required to mitigate damages; provided, however, that the Executive shall not be required to accept employment that requires him to perform duties inconsistent with those of a senior executive officer or professional at a level for which he is qualified by reason of experience and education. Any salary, bonus and benefits (to the extent provided at no additional cost to the Executive) received by the Executive during or with respect to the Severance Period and attributable to services rendered by the Executive to persons or entities other than the Company shall be applied to reduce the Company's obligation to make payments and provide benefits attributable to periods after such termination. 9.

Termination of Executives Employment. (a) Notwithstanding any provisions contained herein to the contrary, the Executive's employment may be terminated termi nated by the Company upon the Executive's death or disability dis ability (as defined below) or for Cause (as defined below), and the Executive may terminate his employment for Good Reason (as defined below); (b) For purposes of this Agreement, "disability" shall mean the Executive is mentally or physically disabled dis abled from properly and fully performing his duties and responsibilities hereunder for a period of 120 consecutive consecu tive days or for 180 days, even though not consecutive, within any 360-day 360day period, all as evidenced by the written certification of a qualified medical doctor agreed to by the Company and the Executive or, in the absence of such agreement, by a doctor selected by the agreement of a qualified medical doctor selected by each of the Company and the Executive; (c) For purposes of this Agreement, "Cause" shall mean: (i) the conviction of the Executive of a felony by a federal or state court of competent jurisdiction; (ii) the continued failure by the Executive to substantially perform the Executive's duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a notice of termination for Good Reason by the Executive) after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed per formed his duties, (iii) the engaging by the Executive in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise, or (iv) the engaging by the Executive in an actual act of dishonesty intended to result in gain to the Executive at the expense of the Company. In no event shall Cause be deemed to include any action or inaction on the part of the Executive undertaken in good faith, consistent with his fiduciary duties to the Company, which are within the "business judgement rule" as such rule or embodiment thereof has been interpreted in accordance with the laws of the applicable jurisdiction. A notice of termination for Cause shall include in clude a copy of a resolution duly adopted by the affirmative affirma tive vote of a majority of the entire membership of the Board (not including the Executive) at a meeting of the Board which was called and held for the purpose of considering con sidering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in the immediately preceding paragraph, and specifying the particulars thereof in detail. (d) For purposes of this Agreement, "Good Reason" shall mean any of the following: (i) the assignment to the Executive of duties inconsistent with the Executive's position, duties, responsibilities, titles or offices as described herein, (ii) any material reduction by the Company of the Executive's duties or responsibilitiesresponsibilities (including the appointment, without the Executive's consent, of an executive officer senior to him), (iii) any reduction by the Company of the Executive's compensation compensa tion as set forth in Paragraphs 4, 5, 6 or 7 hereof (it being understood that a reduction of benefits applicable to all executives of the Compa- ny Company (including the ExecutiveExecu tive) shall not be deemed a reduction of the Executive's compensation package for purposes of this definition) or (iv) requiring the Executive to be based without his consent at a location not within reasonable commuting distance of his then current residence. (e) In the event that the Executive's employment hereunder is terminated as a result of death, disability or by the Company for Cause, or by the Executive without Good Reason, or in the event that this Agreement is not renewed or extended at the end of the Term, then the Company shall have no further obliga- tions obligations or liabilities to the Executive hereunder, such that all benefits and salary (but not the Company's obligation to pay the Executive's Bonus) provided for within this Agreement (except for any death or disability benefits that would otherwise continue past the date of such termination) shall terminate simultaneously with the termination of the Executive's employment except for benefits and salary earned and accrued through the date of such termina- tiontermination. Nothing in this subsection (e) shall supersede any rights of the Executive to receive any amounts or benefits otherwise due to him upon the occurrence of any of the events described in the immediately preceding sentence, whether such rights are created by this Agreement or otherwise. (f) In the event that the Executive's employment hereunder is terminated by the Company other than for Cause, death, disability, or because the Agreement has not been renewed or extended, or by the Executive for Good Reason, the Company shall continue to provide the Executive with the salary, bonus and benefits enumerated in Para- graphs Paragraphs 4, 6 and 7 hereof, respectively, at the levels in effect immediately prior to such termination (or, if applicable, the occurrence of the event constituting consti tuting Good Reason), for the remainder of the Term (such period, the "Severance Period"). In addition, following the Severance Period, the Executive shall continue to be entitled to receive payment of the Bonus earned in accordance accor dance with Section 6 hereof. (g) If the Executive's employment hereunder is terminated termi nated under Section 8(f) hereof, the Executive shall be required to mitigate damages; provided, however, that the Executive shall not be required to accept employment that requires him to perform duties inconsistent with those of a senior executive officer or professional at a level for which he is qualified by reason of experience and educationeduca tion. Any salary, bonus and benefits (to the extent provided at no additional cost to the Executive) received by the Executive during or with respect to the Severance Period and attributable to services rendered by the Executive to persons or entities other than the Company shall be applied to reduce the Company's obligation to make payments and provide benefits attributable to periods peri ods after such termination. 9.

Termination of Executives Employment. (a) Notwithstanding any provisions contained herein to the contrary, the Executive's employment may be terminated by the Company upon the Executive's death or disability (as defined below) or for Cause (as defined below), and the Executive may terminate his employment for Good Reason (as defined below); (b) For purposes of this AgreementSection 7.1(d), "disability" the term “pro rata portion” shall mean mean, with respect to any award of time-vested RSUs, time-vested RSAs or time-vested options, a percentage, when expressed as a fraction, the numerator of which is the number of days from and after the date that begins the vesting period applicable to such installment of RSUs, RSAs or options during which Executive is mentally or physically disabled from properly and fully performing his duties and responsibilities hereunder for a period was an employee of 120 consecutive days or for 180 daysthe Company, even though not consecutive, within any 360-day period, all as evidenced by the written certification of a qualified medical doctor agreed to by the Company and the Executive or, denominator of which is the total number of days in the absence vesting period(s) applicable to such installment of RSUs, RSAs or options assuming Executive had been an employee throughout such vesting period and no event or other matter occurred that would accelerate the vesting of such agreement, by a doctor selected award. Any options that vest pursuant to this Section 7.1(d) shall remain exercisable through the post-termination exercise period set forth in or contemplated by the agreement of a qualified medical doctor selected by each of evidencing the Company and option. Notwithstanding anything to the Executive; (c) For purposes of contrary in this Agreement, "Cause" shall mean: (i) the conviction of the Executive of a felony by a federal if any payments, awards or state court of competent jurisdiction; (ii) the continued failure by the Executive benefits are owed or required to substantially perform the Executive's duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical be settled or mental illness or any such actual or anticipated failure after the issuance of a notice of termination for Good Reason by the Executive) after a written demand for substantial performance is delivered to the Executive by the Boardunder Section 7.3 hereof, which demand specifically identifies the manner in which the Board believes that the then Executive has shall not substantially performed his duties, (iii) the engaging by the Executive in conduct which is demonstrably and materially injurious be entitled to any payment or benefit under this Section 7.1. Notwithstanding anything to the Company contrary in this Agreement, if any payments, awards or its subsidiaries, monetarily benefits are owed or otherwise, or (iv) the engaging by the Executive in an actual act of dishonesty intended to result in gain to the Executive at the expense of the Company. In no event shall Cause be deemed to include any action or inaction on the part of the Executive undertaken in good faith, consistent with his fiduciary duties to the Company, which are within the "business judgement rule" as such rule or embodiment thereof has been interpreted in accordance with the laws of the applicable jurisdiction. A notice of termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board (not including the Executive) at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, required to be heard before the Boardsettled or delivered to Executive under Section 7.1(c) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in the immediately preceding paragraph, and specifying the particulars thereof in detail. (d) For purposes of this Agreementand Executive has attained Retirement Eligibility, "Good Reason" then Executive shall mean any be entitled to the greater of the following: payment or benefit under Section 7.1(c) and (i) the assignment d), determined on an aggregate basis with respect to the Executive of duties inconsistent Eligible RSAs, on the one hand, or Section 7.2, determined on an aggregate basis with respect to the Executive's positionEligible RSAs, duties, responsibilities, titles or offices as described herein, (ii) any material reduction by on the Company of the Executive's duties or responsibilities, (iii) any reduction by the Company of the Executive's compensation as set forth in Paragraphs 4, 5, 6 or 7 hereof (it being understood that a reduction of benefits applicable to all executives of the Compa- ny (including the Executive) shall not be deemed a reduction of the Executive's compensation package other hand. Solely for purposes of this definition) or (iv) requiring paragraph, the Executive to be based without his consent at a location not within reasonable commuting distance of his then current residence. (e) In the event that the Executive's employment hereunder is terminated as a result of death, disability or by the Company for Cause, or by the Executive without Good Reason, or in the event that this Agreement is not renewed or extended at the end determination of the Term, then the Company Eligible RSAs shall have no further obliga- tions or liabilities to the Executive hereunder, such assume that all benefits and salary (but not the Company's obligation to pay the Executive's Bonus) provided for within this Agreement (except for any death or disability benefits that would otherwise continue past the date of such termination) Retirement Termination of Employment shall terminate simultaneously with be deemed to have occurred as of the date of the termination of the Executive's his or her employment except for benefits and salary earned and accrued through the date regardless of whether such termina- tion. Nothing in this subsection (e) shall supersede any rights of the Executive to receive any amounts or benefits otherwise termination occurred due to him upon the occurrence a Termination of any Executive’s Employment or a Retirement Termination of the events described in the immediately preceding sentence, whether such rights are created by this Agreement or otherwise. (f) In the event that the Executive's employment hereunder is terminated by the Company other than for Cause, death, disability, or because the Agreement has not been renewed or extended, or by the Executive for Good Reason, the Company shall continue to provide the Executive with the salary, bonus and benefits enumerated in Para- graphs 4, 6 and 7 hereof, respectively, at the levels in effect immediately prior to such termination (or, if applicable, the occurrence of the event constituting Good Reason), for the remainder of the Term (such period, the "Severance Period"). In addition, following the Severance Period, the Executive shall continue to be entitled to receive payment of the Bonus earned in accordance with Section 6 hereof. (g) If the Executive's employment hereunder is terminated under Section 8(f) hereof, the Executive shall be required to mitigate damages; provided, however, that the Executive shall not be required to accept employment that requires him to perform duties inconsistent with those of a senior executive officer or professional at a level for which he is qualified by reason of experience and education. Any salary, bonus and benefits (to the extent provided at no additional cost to the Executive) received by the Executive during or with respect to the Severance Period and attributable to services rendered by the Executive to persons or entities other than the Company shall be applied to reduce the Company's obligation to make payments and provide benefits attributable to periods after such termination. 9Employment.

Termination of Executives Employment. (a) Notwithstanding any provisions contained herein to the contrarycon trary, the Executive's employment may be terminated by the Company upon the ExecutiveExec utive's death or disability (as defined below) or for Cause (as defined below), and the Executive may terminate his employment for Good Reason (as defined below); (b) For purposes of this Agreement, "disability" shall mean the Executive is mentally or physically disabled from properly and fully performing per forming his duties and responsibilities hereunder for a period of 120 consecutive consecu- tive days or for 180 days, even though not consecutive, within any 360-day period, all as evidenced by the written certification of a qualified medical doctor agreed to by the Company and the Executive or, in the absence of such agreement, by a doctor selected by the agreement of a qualified medical doctor selected by each of the Company and the Executive; (c) For purposes of this Agreement, "Cause" shall mean: (i) the conviction of the Executive of a felony by a federal or state court of competent jurisdiction; (ii) the continued failure by the Executive to substantially perform per form the Executive's duties with the Company (other than any such failure resulting from the Executive's incapacity incapac ity due to physical or mental illness or any such actual or anticipated failure after the issuance of a notice of termination termi nation for Good Reason by the Executive) after a written demand for substantial performance is delivered to the Executive Execu tive by the Board, which demand specifically specifi cally identifies the manner in which the Board believes that the Executive has not substantially performed his duties, (iii) the engaging by the Executive in conduct which is demonstrably and materially mate rially injurious to the Company or its subsidiaries, monetarily or otherwise, or (iv) the engaging by the Executive in an actual act of dishonesty intended to result in gain to the Executive at the expense of the Company. In no event shall Cause be deemed to include any action or inaction on the part of the Executive undertaken in good faith, consistent with his fiduciary duties to the Company, which are within the "business busi ness judgement rule" as such rule or embodiment thereof has been interpreted in accordance with the laws of the applicable ap plicable jurisdiction. A notice of termination for Cause shall include a copy of a resolution resolu tion duly adopted by the affirmative vote of a majority of the entire membership member ship of the Board (not including the Executive) at a meeting of the Board which was called and held for the purpose pur pose of considering such termination (after reasonable notice to the Executive Execu- tive and an opportunity for the ExecutiveExecu tive, together with the Executive's counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in the immediately preceding paragraph, and specifying the particulars thereof in detail. (d) For purposes of this Agreement, "Good Reason" shall mean any of the following: (i) the assignment to the Executive of duties inconsistent with the Executive's position, duties, responsibilities, titles or offices as described herein, (ii) any material reduction by the Company of the ExecutiveExecu tive's duties or responsibilitiesresponsibilities (in cluding the appointment, without the Executive's consent, of an executive officer senior to him other than the Chairman of the Board, the Vice Chairman or the Chief Executive Officer), (iii) any reduction by the Company of the Executive's compensation as set forth in Paragraphs 4, 5, 6 or 7 hereof (it being understood that a reduction of benefits applicable to all executives of the Compa- ny Company (including the Executive) shall not be deemed a reduction of the ExecutiveExecu tive's compensation package for purposes of this definition) or (iv) requiring the Executive to be based without his consent at a location not within reasonable rea- sonable commuting distance of his then current residence. (e) In the event that the Executive's employment hereunder is terminated as a result of death, disability dis- ability or by the Company for Cause, or by the Executive without Good Reason, or in the event that this Agreement is not renewed or extended at the end of the Term, then the Company shall have no further obliga- tions obligations or liabilities to the Executive hereunder, such that all benefits and salary (but not the CompanyCom pany's obligation to pay the Executive's Bonus) provided for within this Agreement Agree- ment (except for any death or disability benefits that would otherwise continue past the date of such termination) shall terminate simultaneously with the termination termi nation of the Executive's employment except for benefits and salary earned and accrued through the date of such termina- tiontermination. Nothing in this subsection (e) shall supersede any rights of the Executive to receive any amounts or benefits otherwise due to him upon the occurrence of any of the events described in the immediately preceding sentence, whether such rights are created by this Agreement or otherwise. (f) In the event that the Executive's employment hereunder is terminated by the Company other than for Cause, death, disability, or because the Agreement has not been renewed or extended, or by the Executive for Good Reason, the Company shall continue to provide the Executive with the salary, bonus and benefits enumerated in Para- graphs 4, 6 and 7 hereof, respectively, at the levels in effect immediately prior to such termination (or, if applicable, the occurrence of the event constituting Good Reason), for the remainder of the Term (such period, the "Severance Period"). In addition, following the Severance Period, the Executive shall continue to be entitled to receive payment of the Bonus earned in accordance with Section 6 hereof. (g) If the Executive's employment hereunder is terminated under Section 8(f) hereof, the Executive shall be required to mitigate damages; providedprovid- ed, however, that the Executive shall not be required to accept employment that requires him to perform duties inconsistent with those of a senior executive officer or professional at a level for which he is qualified by reason rea son of experience and education. Any salary, bonus and benefits (to the extent ex tent provided at no additional cost to the Executive) received by the Executive during or with respect to the Severance Period and attributable to services rendered by the Executive to persons or entities other than the Company shall be applied to reduce the Company's obligation obliga tion to make payments and provide benefits bene fits attributable to periods after such termination. 9.