The Company’s Right To Terminate. Notwithstanding the provisions of Section 3.1, the Company shall have the right to terminate Executive's employment during the Term at any time for any of the following reasons: (a) upon Executive's death; (b) upon Executive's becoming incapacitated by accident, sickness or other circumstance which renders him mentally or physically incapable of performing, in the good faith determination of the Board, the duties and services required of him hereunder on a full-time basis for a period of at least 60 consecutive days or for a period of 90 days in any 12 month period; (c) for "Cause," which for purposes of this Agreement shall mean (i) the commission of a felony or any other act or omission involving dishonesty, disloyalty, or fraud with respect to the Company or any of its customers or suppliers, (ii) conduct tending to bring the Company into substantial public disgrace or disrepute, (iii) substantial and repeated failure to perform duties as reasonably requested by the Board or its designees, (iv) gross negligence or willful misconduct in connection with the performance of Executive's duties as an employee or (v) a material breach (which shall include, without limitation, all breaches of Article 4 hereof by Executive) or repeated violation of this Agreement; provided that in the case of a violation of his duties as described in Article 1, the violation, if correctable, remains uncorrected for 30 days following written notice to Executive by the Company of such breach or violation. (d) without Cause, in which event the Company's obligation to Executive under this Agreement shall be limited solely to the payment, at the time and upon the terms provided for herein, of Executive's annual base salary payable pursuant to Section 2.1 for the remainder of the Term. Any amounts due to Executive pursuant to this Section 3.2(d) shall be due and payable as and when they would have become due and payable had Executive not been so terminated.
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The Company’s Right To Terminate. Notwithstanding the provisions of Section 3.1, the Employee’s employment shall terminate prior to the expiration of the Stated Term as follows:
(a) the Employee’s employment shall automatically terminate upon the Employee’s death; and
(b) the Company shall have the right to terminate Executive's the Employee’s employment during the Term at any time for any of the following reasons:
(ai) upon Executive's deathfailure by the Employee, by reason of illness, incapacity or other disability, to perform his duties or fulfill his obligations under this Agreement in the view of the Company and as certified in writing by a competent medical physician chosen by the Company, for a cumulative total of 180 days in any 12-month period (“Totally Disabled”);
(bii) upon Executive's becoming incapacitated by accident, sickness for Cause; or
(iii) for any reason not described in Section 3.2(a) or other circumstance which renders him mentally 3.2(b)(i) or physically incapable of performing, in the good faith determination of the Board, the duties and services required of him hereunder on a full-time basis for a period of at least 60 consecutive days or for a period of 90 days in any 12 month period;(ii) (“Without Cause Termination ”).
(c) for "Cause," which for the purposes of this Agreement “Cause” shall mean that the Employee (i) has engaged in gross negligence or willful misconduct in the commission performance of the duties required of him hereunder, (ii) has been indicted with respect to a felony or any other act or omission involving dishonesty, disloyaltyoffense, or fraud a criminal information has been returned with respect to a misdemeanor offense, (iii) has willfully refused to perform the duties and responsibilities required of him hereunder, (iv) has materially breached any then-current Company policy or code of conduct established by the Company, which policy or code of conduct was provided to the Employee prior to such breach, (v) has willfully engaged in conduct that is materially injurious to the Company or any of its customers or suppliersaffiliates, (iivi) conduct tending to bring the Company into substantial public disgrace or disrepute, (iii) substantial and repeated failure to perform duties as reasonably requested by the Board or its designees, (iv) gross negligence or willful misconduct in connection with the performance of Executive's duties as an employee or (v) a has breached any material breach (which shall include, without limitation, all breaches of Article 4 hereof by Executive) or repeated violation provision of this Agreement; provided that in the case of a violation of his duties as described in Article 1, the violationAgreement that, if correctable, remains uncorrected for 30 days following written notice to Executive the Employee by the Company of such breach or violation(vii) has voluntarily resigned.
(d) without Cause, in which event the Company's obligation to Executive under this Agreement shall be limited solely to the payment, at the time and upon the terms provided for herein, of Executive's annual base salary payable pursuant to Section 2.1 for the remainder of the Term. Any amounts due to Executive pursuant to this Section 3.2(d) shall be due and payable as and when they would have become due and payable had Executive not been so terminated.
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The Company’s Right To Terminate. Notwithstanding the provisions of Section 3.1, the Company shall have the right to terminate Executive's employment during the Term under this Agreement at any time for any of the following reasons:
(a) upon Executive's death;
(b) upon Executive's becoming incapacitated by accident, sickness or other circumstance which renders him mentally or physically incapable of performing, in the good faith determination of the Board, the duties and services required of him hereunder on a full-time basis for a period of at least 60 consecutive days or for a period of 90 days in any 12 month period;
(c) for "Cause," which for purposes of this Agreement shall mean (i) the commission of a felony or any other act or omission involving dishonesty, disloyalty, or fraud with respect to the Company or any of its customers or suppliers, (ii) conduct tending to bring the Company into substantial public disgrace or disrepute, (iii) substantial and repeated failure to perform duties as reasonably requested by the Board or its designees, (iv) gross negligence or willful misconduct in connection with the performance of Executive's duties as an employee or (v) a material breach (which shall include, without limitation, all breaches of Article 4 hereof by Executive) or repeated violation of this Agreement; provided that in the case of a violation of his duties as described in Article 1, the violation, if correctable, remains uncorrected for 30 days following written notice to Executive by the Company of such breach or violation.
(d) without Cause, in which event the Company's obligation to Executive under this Agreement shall be limited solely to the payment, at the time and upon the terms provided for herein, of Executive's annual base salary payable pursuant to Section 2.1 for the remainder of the Term. Any amounts due to Executive pursuant to this Section 3.2(d) shall be due and payable as and when they would have become due and payable had Executive not been so terminated.
(e) Notwithstanding anything to the contrary contained herein, the Company has the right, at any time during the Term to terminate Executive's employment under this Agreement and discharge Executive if the Board reasonably determines that Executive has failed to perform his obligations under this Agreement in a manner consistent with the Board's expectations of the performance levels, technical and managerial skills and productivity of the Company's senior management personnel. If Executive is so terminated, the Company's obligation to Executive under this Agreement shall be limited solely to the payment, at the time and upon the terms provided for herein, of 50% of Executive's annual salary payable pursuant to Section 2.1 for the number of full months remaining in the term of this Agreement had Executive not been so terminated. Any amounts due to Executive pursuant to this Section 3.2(e) shall be due and payable as and when they would have become due and payable had Executive not been so terminated.
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The Company’s Right To Terminate. Notwithstanding the provisions of Section 3.1, the Company shall have the right to terminate Executive's employment during the Term at any time for any of the following reasons:
(a) upon Executive's death;
(b) upon Executive's becoming incapacitated by accident, sickness or other circumstance which renders him mentally or physically incapable of performing, in the good faith determination of the Board, the duties and services required of him hereunder on a full-time basis for a period of at least 60 consecutive days or for a period of 90 days in any 12 month period;
(c) for "Cause," which for purposes of this Agreement shall mean (i) the commission of a felony or any other act or omission involving dishonesty, disloyalty, or fraud with respect to the Company or any of its customers or suppliers, (ii) conduct tending to bring the Company into substantial public disgrace or disrepute, (iii) substantial and repeated failure to perform duties as reasonably requested by the Board or its designees, (iv) gross negligence or willful misconduct in connection with the performance of Executive's duties as an employee or (v) a material breach (which shall include, without limitation, all breaches of Article 4 hereof by Executive) or repeated violation of this Agreement; provided that in the case of a violation of his duties as described in Article 1, the violation, if correctable, remains uncorrected for 30 days following written notice to Executive by the Company of such breach or violation.
(d) without Cause, in which event the Company's obligation to Executive under this Agreement shall be limited solely to the payment, at the time and upon the terms provided for herein, of 100% of Executive's then current base annual base salary payable pursuant to Section 2.1 2.1, (ii) any bonus payable under Section 2.2 and (iii) the perquisites specified in Section 2.5, in each case, for the remainder of the Term12 months. Any amounts due to Executive pursuant to this Section 3.2(d) shall be due and payable as and when they would have become due and payable had Executive not been so terminated.
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The Company’s Right To Terminate. Notwithstanding the provisions of Section 3.1, the Company shall have the right to terminate Executive's employment during the Term under this Agreement at any time for any of the following reasons:
(a) upon Executive's death;
(b) upon Executive's becoming incapacitated by accident, sickness or other circumstance which renders him mentally or physically incapable of performing, in the good faith determination of the Board, the duties and services required of him hereunder on a full-time basis for a period of at least 60 consecutive days or for a period of 90 days in any 12 month period;
(c) for "Cause," which for purposes of this Agreement shall mean (i) the commission of a felony or any other act or omission involving dishonesty, disloyalty, or fraud with respect to the Company or any of its customers or suppliers, (ii) conduct tending to bring the Company into substantial public disgrace or disrepute, (iii) substantial and repeated failure to perform duties as reasonably requested by the Board or its designees, (iv) gross negligence or willful misconduct in connection with the performance of Executive's duties as an employee or (v) a material breach (which shall include, without limitation, all breaches of Article 4 hereof by Executive) or repeated violation of this Agreement; provided that in the case of a violation of his duties as described in Article 1, the violation, if correctable, remains uncorrected for 30 days following written notice to Executive by the Company of such breach or violation.
(d) without Cause, in which event the Company's obligation to Executive under this Agreement shall be limited solely to the payment, at the time and upon the terms provided for herein, of 50% of Executive's annual base salary payable pursuant to Section 2.1 for the remainder number of months remaining in the Term. Any amounts due to Executive pursuant to this Section 3.2(d) shall be due and payable as and when they would have become due and payable had Executive not been so terminated.
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