Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined, (ii) by Executive other than for Good Reason, Disability or death or (iii) by Executive for retirement, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any vacation accrued but unused prior to such termination and any other benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive, except as provided in the previous sentence, shall thereupon cease and terminate.
(b) As used herein, the term "Cause" shall be limited to (i) any material and uncorrected breach by Executive of the terms of this Agreement, including, but not limited to, engaging in action in violation of Section 11 hereof, (ii) any willful fraud or dishonesty of Executive involving the property or business of the Company, (iii) a deliberate or willful refusal or failure of Executive to comply with any major corporate policy of the Company which is communicated to Executive in writing or (iv) Executive=s conviction of, or plea of nolo contendere to, any felony if such conviction shall result in his imprisonment; provided that with respect to clauses (i), (ii) or (iii) above, Executive shall have 10 days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. In the event that Executive is terminated for failure to meet performance goals, as determined by the initial CEO, such termination shall be considered a termination for Cause for all purposes relating to his equity (stock and options), but it shall be considered a termination without Cause for purposes of such Executive's right to receive Severance Payments, the Prorated Bonus and the Continuation Benefits.
Voluntary Termination by Executive; Discharge for Cause. The Company shall have the right to terminate this Agreement for Cause (as hereinafter defined). In the event that Executive’s employment is terminated by Company for Cause, as hereinafter defined, or by Executive other than for Good Reason or other than as a result of the Executive’s Permanent Disability or death, prior to the Termination Date, Executive shall be entitled only to receive, as a cash lump sum within 30 days of such termination, the Compensation Payment. As used herein, the term “Cause” shall be limited to (i) willful malfeasance or willful misconduct by Executive in connection with the services to the Company in a matter of material importance to the conduct of the Company’s affairs which has a material adverse affect on the business of the Company, or (ii) the conviction of Executive for commission of a felony. For purposes of this subsection, no act or failure to act on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Termination of this Agreement pursuant to this Section 4.4 shall be made by delivery to Executive of a copy of a resolution duly adopted by the affirmative vote of all of the members of the Board of Directors called and held for such purpose (after 30 days prior written notice to Executive and reasonable opportunity for Executive to be heard before the Board of Directors prior to such vote), finding that in the good faith business judgment of such Board of Directors, Executive was guilty of conduct set forth in any of clauses (i) through (ii) above and specifying the particulars thereof.
Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's employment is terminated by Holdings for Cause, as hereinafter defined, or by Executive other than for Good Reason or other than as a result of Disability or death, prior to the Termination Date, Executive shall be entitled to receive all salary and benefits to which Executive is entitled up to and including the date of Executive's termination of employment hereunder. The obligations of Holdings under this Agreement to make any further payments, or provide any benefits specified herein, to Executive shall cease and terminate on the date on which Executive's employment is terminated by Holdings for Cause or by Executive other than for Good Reason or other than as a result of Permanent Disability or death. Termination of Executive in accordance with this Section 6.4 shall be communicated to Executive pursuant to a notice of a resolution of a majority of the Board determining that Executive is subject to discharge for Cause as defined herein.
(b) As used herein, the term "Cause" shall mean commission of a felony or crime involving moral turpitude, repeated failure to comply with the Board's instructions (after 30 days' prior notice), and any other material breach of this Agreement by Executive (after 30 days' prior notice).
Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive’s employment is terminated (i) by the Company for Cause, as hereinafter defined, in which event no advance written notice is required, or (ii) by Executive for a reason other than Good Reason, Disability or death, the Company shall pay to Executive only the Accrued Obligations.
(b) As used herein, the term “Cause” means:
Voluntary Termination by Executive; Discharge for Cause a. In the event that Executive’s employment is terminated by Holdings for Cause, as hereinafter defined, or by Executive other than for Good Reason or other than as a result of Disability or death, prior to the Termination Date, Executive shall be entitled to receive all salary and benefits to which Executive is entitled up to and including the date of Executive’s termination of employment hereunder. Executive shall also be entitled to an amount in respect of any bonus during period employed for such fiscal year calculated on a pro rata basis so long as the STIC Plan targets are met for such fiscal year; however, in the event STIC Plan target is not met, then using the same percentage payout, if any, applicable to the payout of any bonuses for other senior executives employed by Holdings. The obligations of Holdings under this Agreement to make any further payments, or provide any benefits specified herein, to Executive shall cease and terminate on the date on which Executive’s employment is terminated by Holdings for Cause or by Executive other than for Good Reason or other than as a result of Disability or death. Termination of Executive in accordance with this Section 6.4 (i) shall be communicated to Executive pursuant to a notice of a resolution of a majority of the Board determining that Executive is subject to discharge for Cause as defined herein; and (ii) shall immediately release Executive from any further duty or obligation arising from Section 12 (b) through Section 12 (d).
Voluntary Termination by Executive; Discharge for Cause. The Company shall have the right to terminate this Agreement at any time for Cause (as hereinafter defined). In the event that Executive’s employment is terminated by Company for Cause, or by Executive other than for Good Reason or other than as a result of the Executive’s Permanent Disability or death, prior to the Termination Date, Executive shall be entitled only to receive, as a cash lump sum within 30 days of such termination, the Compensation Payment. As used herein, the term “Cause” shall be limited to (a) willful malfeasance or willful misconduct by Executive in connection with the services to the Company in a matter of material importance to the conduct of the Company’s affairs, (b) the Executive’s failure to comply with any valid or legal directive of the Board, (c) the Executive’s engagement of dishonesty, illegal conduct or gross misconduct, which is, in each case, materially injurious to the Company or its affiliates, (d) the Executive’s embezzlement, misappropriation or fraud, whether or not related to the Executive’s employment with the Company, (e) the Executive’s willful unauthorized disclosure of Confidential Information, or (f) the conviction of Executive for commission of a felony.
Voluntary Termination by Executive; Discharge for Cause. (a) The Company shall have the right to terminate the employment of Executive for Cause. In the event that Executive's employment is terminated by the Company for Cause or by Executive other than for Good Reason or other than as a result of the Executive's Permanent Disability or death, prior to August 31, 1998, Executive shall only be entitled to receive the
Voluntary Termination by Executive; Discharge for Cause. (a) In the event that Executive's employment is terminated (i) by the Company for Cause, as hereinafter defined or (ii) by Executive other than for Good Reason, Disability or death, Executive shall only be entitled to receive (A) any Base Salary accrued but unpaid prior to such termination and (B) any benefits provided under the employee benefit programs, plans and practices referred to in Section 4.2 hereof, in accordance with their terms. After the termination of Executive's employment under this Section 6.2, the obligations of the Company under this Agreement to make any further payments, or provide any benefits specified herein, to Executive shall thereupon cease and terminate.
(b) As used herein, the term "Cause" shall be limited to (i) gross neglect of or willful and continuing refusal by Executive to substantially perform Executive's duties hereunder (other than due to death or Disability, as such term is defined in Section 6.3 hereof), (ii) any breach of the provisions of Section 11 of this Agreement by Executive, (iii) willfully engaging in conduct that is demonstrably injurious to the Company or the Company's subsidiaries or affiliates by Executive or (iv) conviction of, or plea of nolo contendere, by Executive to (a) any felony or (b) a misdemeanor involving moral turpitude. Termination of Executive pursuant to this Section
Voluntary Termination by Executive; Discharge for Cause. (a) The Company shall have the right to terminate the employment of Executive for Cause. In the event that Executive's employment is terminated by the Company for Cause, as hereinafter defined, or by Executive other than for Good Reason or other than as a result of the Executive's Permanent Disability, Retirement or death, Executive shall only be entitled to receive, within 30 days after such termination, the Compensation Payment and the Vacation Payment and any other then-vested benefits under any compensation or employee benefit plans or programs to which he is entitled pursuant to the terms of such plans or programs. Executive shall not be entitled, among other things, to the payment of any Bonus in respect of all or any portion of the fiscal year in which such termination occurs. After the termination of Executive's employment under this Section 6.4, the obligations of the Company under this Agreement to make any
Voluntary Termination by Executive; Discharge for Cause. (i) During the Term, the Company may terminate the Executive's employment hereunder for Cause (as defined below). In the event that during the Term the Executive's employment is terminated by the Company for Cause or by the Executive other than for Good Reason (as defined below) or other than as a result of the Executive's Permanent Disability, retirement or death, the Company will pay as soon as practicable to the Executive (or his representative)
(a) the Compensation Payments and (b) the Vacation Payment, and the Executive will be entitled to no other compensation, except as otherwise due to him under applicable law or the terms of any applicable plan or program. Executive will not be entitled, among other things, to the payment of (x) any annual incentive compensation in respect of all or any portion of the fiscal year in which such termination occurs, (y) any remaining unvested amount due to Executive under Section 6.1.1, or (z) any amount under Section 6.4.
(ii) For purposes of this Agreement, the Company will have "Cause" to terminate the Executive's employment hereunder upon a finding by the Board that (a) the Executive has been convicted by a court of competent jurisdiction of the commission of a felony, (b) the Executive has willfully and continuously failed to perform assigned duties after written notice from the Board of such failure, (c) the Executive engaged in willful misconduct that is materially injurious to the Company, or (d) the Executive materially breached the Company's intellectual property rights agreement described in Section 9.
