Common use of Due Cause Clause in Contracts

Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the Term for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 accrued to the date of such termination and not theretofore paid to the Employee and no bonus. Rights and benefits of the Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. After the satisfaction of any claim of the Company against the Employee incidental to such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. For purposes hereof, "Due Cause" shall mean (a) the Employee's gross negligence or willful misconduct in bad faith in the discharge of his duties and responsibilities to Norton, the Company and any of their respective parent, subsidiary or affiliate corporations (collectively, the "Norton Group"), as determined by the Board of Directors of the Company, (b) the Employee's material and repeated failure to obey appropriate directions from the Chairman, Vice Chairman or Board of Directors of the Company, (c) any willful or purposeful act or omission of the Employee taken or omitted in bad faith and intended to materially injure, and which had the effect of materially injuring, the business or business relationships of any member of the Norton Group or (d) the Employee's conviction or other adjudication of (1) a felony or (2) any crime or offense involving fraud; provided, however, that the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause under this Section, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment, and the Employee shall then be given the opportunity, within fifteen (15) days of his receipt of such notice, to have a meeting with the Board of Directors of the Company to discuss such act or acts.

Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the Term term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid to the Employee and no bonus. Rights and benefits of the Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus PlanEmployee, as applicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. After and, after the satisfaction of any claim of the Company against the Employee incidental to arising as a direct and proximate result of such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. For purposes hereof, "Due Cause" shall mean (a) a material breach of any of the Employee's gross negligence obligations hereunder (it being understood that any breach of the provisions of Sections 2, 7, 8 or willful misconduct in bad faith in 9 hereof shall be considered material);(b) the discharge habitual abuse of alcohol or unprescribed drugs by the Employee to an extent that such use interferes with the performance by the Employee of his duties and responsibilities to Norton, the Company and any of their respective parent, subsidiary hereunder; or affiliate corporations (collectively, the "Norton Group"), as determined by the Board of Directors of the Company, (b) the Employee's material and repeated failure to obey appropriate directions from the Chairman, Vice Chairman or Board of Directors of the Company, (c) any willful or purposeful act or omission that the Employee, in carrying out his duties hereunder, has been guilty of the Employee taken or omitted gross mismanagement resulting in bad faith and intended material harm to materially injure, and which had the effect of materially injuring, the business or business relationships of any member of the Norton Company Group (as hereinafter defined); or (d) that the Employee's conviction Employee has been convicted of, or other adjudication entered a plea of nolo contendere to, (1i) a felony or (2ii) any lesser crime or offense involving fraud; providedmoral turpitude. In the event of an occurrence under this Section 6.3, however, that the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause under this Section, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment. If the basis for such written notice is an act or acts described in clause (a) or (b) above (and not involving moral turpitude), and the Employee shall then be given the opportunity, within fifteen twenty (1520) days with respect to an act or acts described in clause (a) and sixty (60) days with respect to an act or acts described in clause (b) to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of his receipt of the Employee within such noticetwenty (20) days or sixty (60 days, as applicable, to have a meeting with cease or correct such performance (or nonperformance), the Board of Directors of Employee's employment by the Company to discuss such act or actsshall automatically be terminated hereunder for Due Cause.

Due Cause. The employment of the Employee hereunder may be --------- terminated by the Company at any time during the Term for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 accrued to the date of such termination and not theretofore paid to the Employee and no bonusEmployee. Rights and benefits of the Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. After the satisfaction of any claim of the Company against the Employee incidental to such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 9, 10 and 1011 hereof. For purposes hereofof this Agreement, "Due Cause" shall mean (a) the Employee's gross negligence neglect or willful misconduct in bad faith in the discharge of his duties and responsibilities to Norton, any member of the Company and any of their respective parent, subsidiary or affiliate corporations Group (collectively, the "Norton Group"as defined in Section 10 below), as determined by the Board of Directors of the CompanyCompany (other than the Employee if he is a member of such Board at the time), (b) the Employee's material and repeated failure to obey appropriate directions from the Chairman, Vice Chairman or Board of Directors of the Company, (c) any act of the Employee against any member of the Company Group intended to enrich him in derogation of his duties to such member and at the expense of such member, (d) any willful or purposeful act (or any act or omission taken in bad faith) of the Employee taken or omitted in bad faith and intended to materially injure, and which had having the effect of materially injuring, injuring the business or business relationships of any member of the Norton Group or Company Group, (de) the Employee's conviction or other adjudication commission of (1) a felony or (2) any crime or offense involving fraudmoral turpitude, fraud or misrepresentation, (f) the Employee's willful and material breach of this Agreement, (g) the Employee's breach of his duty of loyalty to the members of the Company Group or (h) the entry of a plea of nolo contendre by the Employee to a felony; provided, however, that the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause under this Section, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment, and the Employee shall then be given the opportunity, within fifteen (15) days of his receipt of such notice, to have a meeting with the Board of Directors of the Company to discuss such act or acts.

Due Cause. The employment of the Employee hereunder may be --------- terminated by the Company at any time during the Term term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee (a) the base salary provided for in Section 3.1 3 accrued to the date of such termination and not theretofore paid to the Employee and no bonus(b) any bonus payable pursuant to Section 3.2. Rights and benefits of the Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. After the satisfaction of any claim of the Company against the Employee incidental to such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. For purposes hereof, "Due Cause" shall mean (a) the Employee's gross negligence or willful misconduct in bad faith in the discharge of his duties and responsibilities to Norton, the Company and any of their respective parent, subsidiary or affiliate corporations (collectively, the "Norton Group"), as determined by the Board of Directors of the Company, (bi) the Employee's material and repeated failure to obey appropriate directions from the Chairmanbreach, Vice Chairman by willful action or Board inaction, of Directors any of the Companymaterial provisions of this Agreement, (c) any willful or purposeful act or omission of the Employee taken or omitted in bad faith and intended to materially injure, and which had the effect of materially injuring, the business or business relationships of any member of the Norton Group or (dii) the Employee's conviction in a court of law of any felony, or other adjudication of (1) a felony or (2) any crime or offense involving fraudconcerning money or property of the Company; provided, however, that the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause under this SectionCause, which written notice shall specify the act or acts upon the basis of for which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment, and the Employee shall then be given the opportunity, within fifteen ten (1510) days of his receipt of such notice, to have a meeting with the Board of Directors of the Company to discuss such act or acts. If the basis of such written notice is other than an act or acts described in clause (ii), the Employee shall be given ten (10) days after such meeting within which to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of the Employee within such ten (10) days to cease or correct such performance (or nonperformance) as reasonably determined by the Board of Directors of the Company, the Employee's employment by the Company shall automatically be terminated hereunder for Due Cause. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 5, 6.7, 7, 8, 9 and 10.

Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the Term term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid to the Employee and no bonus. Rights and benefits of the Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus PlanEmployee, as applicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. After and, after the satisfaction of any claim of the Company against the Employee incidental to arising as a direct and proximate result of such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. For purposes hereof, "Due Cause" shall mean (a) a material breach of any of the Employee's gross negligence or willful misconduct in bad faith in the discharge of his duties and responsibilities to Norton, the Company and obligations hereunder (it being understood that any of their respective parent, subsidiary or affiliate corporations (collectively, the "Norton Group"), as determined by the Board of Directors breach of the Companyprovisions of Sections 2, 7, 8 or 9 hereof shall be considered material); or (b) the Employee's material and repeated failure use of alcohol, or illegal or recreational drugs by the Employee to obey appropriate directions from an extent that such use interferes with the Chairman, Vice Chairman performance by the Employee of her responsibilities hereunder; or Board of Directors of the Company, (c) any willful or purposeful act or omission of that the Employee taken repeatedly or omitted in bad faith and intended intentionally causes damage to materially injure, and which had the effect of materially injuring, the business or business relationships relations of any member of the Norton Company Group (as hereinafter defined) with its clients, suppliers or employees; or (d) that the Employee's conviction or other adjudication , in carrying out her duties hereunder, has been guilty of (1i) willful or gross neglect or (ii) willful or gross misconduct, resulting in either case in material harm to any member of the Company Group; or (e) that the Employee has been convicted of the commission of or entered a plea of nolo contendere with respect to (i) a felony or (2ii) any crime or offense offence involving fraud; providedmoral turpitude (provided that the Company may, howeverin its sole discretion, suspend the Employee during the period from the date of charge or indictment until the date of conviction or other conclusion of criminal proceedings and provided further that if the Employee is not convicted or does not enter a plea of nolo contendere she will be entitled to full back pay). In the event of an occurrence under this Section 6.3, the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause under this Section, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment. If the basis for such written notice is an act or acts described in clause (a) or (b) above (and not involving moral turpitude), and the Employee shall then be given the opportunity, within fifteen thirty (1530) days of his receipt of to cease or correct the performance (or nonperformance) giving rise to such noticewritten notice and, to have a meeting with the Board of Directors upon failure of the Employee within such thirty (30) days to cease or correct such performance (or nonperformance), the Employee's employment by the Company to discuss such act or actsshall automatically be terminated hereunder for Due Cause.

Due Cause. The employment of the Employee hereunder may be --------- terminated by the Company at any time during the Term term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid to the Employee and no bonus. Rights and benefits of the Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus PlanEmployee, as applicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. After and, after the satisfaction of any claim of the Company against the Employee incidental to arising as a direct and proximate result of such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. For purposes hereof, "Due Cause" Cause shall mean (a) a material breach of any of the Employee's gross negligence or willful misconduct in bad faith in the discharge of his duties and responsibilities to Norton, the Company and obligations hereunder (it being understood that any of their respective parent, subsidiary or affiliate corporations (collectively, the "Norton Group"), as determined by the Board of Directors breach of the Companyprovisions of Sections 2, 7, 8 or 9 hereof shall be considered material); (b) the Employee's material and repeated failure habitual abuse of alcohol or unprescribed drugs by the Employee to obey appropriate directions from an extent that such use interferes with the Chairman, Vice Chairman performance by the Employee of his responsibilities hereunder; or Board of Directors of the Company, (c) any willful or purposeful act or omission that the Employee, in carrying out his duties hereunder, has been guilty of the Employee taken or omitted gross mismanagement resulting in bad faith and intended material harm to materially injure, and which had the effect of materially injuring, the business or business relationships of any member of the Norton Company Group (as hereinafter defined); or (d) that the Employee's conviction Employee has been convicted of, or other adjudication entered a plea of nolo contendere to, (1i) a felony or (2ii) any lesser crime or offense involving fraud; provided---- ---------- moral turpitude. In the event of an occurrence under this Section 6.3, however, that the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause under this Section, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment. If the basis for such written notice is an act or acts described in clause (a) or (b) above (and not involving moral turpitude), and the Employee shall then be given the opportunity, within fifteen twenty (1520) days with respect to an act or acts described in clause (a) and sixty (60) days with respect to an act or acts described in clause (b) to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of his receipt of the Employee within such noticetwenty (20) days or sixty (60) days, as applicable, to have a meeting with cease or correct such performance (or nonperformance), the Board of Directors of Employee s employment by the Company to discuss such act or actsshall automatically be terminated hereunder for Due Cause.

Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the Term for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee the base salary provided for in Section 3.1 3 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid to the Employee and no bonusEmployee. Rights and benefits of the Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. After the satisfaction of any claim of the Company against the Employee incidental to such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. For purposes hereof, "Due Cause" shall mean (ai) willful, gross neglect or willful, gross misconduct in the Employee's discharge of her duties and responsibilities under this Agreement, or (ii) the Employee's gross negligence or willful misconduct in bad faith in the discharge of his duties and responsibilities to Norton, the Company and any of their respective parent, subsidiary or affiliate corporations (collectively, the "Norton Group"), as determined by the Board of Directors of the Company, (b) the Employee's material and repeated failure to obey appropriate directions from the Chairman, Vice Chairman or Board of Directors of the Company, (c) any willful or purposeful act or omission of the Employee taken or omitted in bad faith and intended to materially injure, and which had the effect of materially injuring, the business or business relationships of any member of the Norton Group or (d) the Employee's conviction or other adjudication commission of (1x) a felony or (2y) any crime or offense involving fraudmoral turpitude; provided, however, that the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause under this SectionCause, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment, and the Employee shall then be given the opportunity, within fifteen (15) days of his her receipt of such notice, to have a meeting with the Board of Directors of the Company to discuss such act or acts.. If the basis of such written notice is other than an act described in clause (ii), the Employee shall be given seven (7) days after such meeting within which to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of the Employee within such seven (7) days to cease or correct such performance (or nonperformance), the Employee's employment by the Company shall automatically be terminated hereunder for Due Cause. After the satisfaction of any claim of the Company against the Employee incidental to such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. 6.4

Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the Term for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 accrued to the date of such termination and not theretofore paid to the Employee and no bonusEmployee. Rights and benefits of the Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. After the satisfaction of any claim of the Company against the Employee incidental to such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 3.4(d), 7, 8, 9 and 10. For purposes hereof, "Due Cause" shall mean (a) the Employee's gross negligence or willful misconduct in bad faith in the discharge of his duties and responsibilities to Norton, any member of the Company and any of their respective parent, subsidiary or affiliate corporations Group (collectively, the "Norton Group"as defined in Section 9 below), as determined by the Board of Directors of the CompanyCompany (other than the Employee if he is a member of such at the time), (b) the Employee's material and repeated failure to obey appropriate directions from the Chairman, Vice Chairman or Chief Executive Officer of the Company and the Board of Directors of the Company, (c) any willful or purposeful act or omission of the Employee taken or omitted in bad faith and intended to materially injure, and which had the effect of materially injuring, the business or business relationships of any member of the Norton Company Group or (d) the Employee's conviction or other adjudication of (1) a felony or (2) any crime or offense involving fraud; provided, however, that the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause under this Section, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment, and the Employee shall then be given the opportunity, within fifteen (15) days of his receipt of such notice, to have a meeting with the Board of Directors of the Company to discuss such act or acts.

Due Cause. The employment of the Employee hereunder may be --------- terminated by the Company at any time during the Term term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid to the Employee and no bonus. Rights and benefits of the Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus PlanEmployee, as applicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. After and, after the satisfaction of any claim of the Company against the Employee incidental to arising as a direct and proximate result of such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. For purposes hereof, "Due Cause" Cause shall mean (a) a material breach of any of the Employee's gross negligence or willful misconduct in bad faith in the discharge of his duties and responsibilities to Norton, the Company and obligations hereunder (it being understood that any of their respective parent, subsidiary or affiliate corporations (collectively, the "Norton Group"), as determined by the Board of Directors breach of the Companyprovisions of Sections 2, 7, 8 or 9 hereof shall be considered material); (b) the Employee's material and repeated failure habitual abuse of alcohol or unprescribed drugs by the Employee to obey appropriate directions from an extent that such use interferes with the Chairman, Vice Chairman performance by the Employee of his responsibilities hereunder; or Board of Directors of the Company, (c) any willful or purposeful act or omission that the Employee, in carrying out his duties hereunder, has been guilty of the Employee taken or omitted gross mismanagement resulting in bad faith and intended material harm to materially injure, and which had the effect of materially injuring, the business or business relationships of any member of the Norton Company Group (as hereinafter defined); or (d) that the Employee's conviction Employee has been convicted of, or other adjudication entered a plea of nolo contendere to, (1I) a ---- ---------- felony or (2ii) any lesser crime or offense involving fraud; providedmoral turpitude. In the event of an occurrence under this Section 6.3, however, that the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause under this Section, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment. If the basis for such written notice is an act or acts described in clause (a) or (b) above (and not involving moral turpitude), and the Employee shall then be given the opportunity, within fifteen twenty (1520) days with respect to an act or acts described in clause (a) and sixty (60) days with respect to an act or acts described in clause (b) to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of his receipt of the Employee within such noticetwenty (20) days or sixty (60) days, as applicable, to have a meeting with cease or correct such performance (or nonperformance), the Board of Directors of Employees employment by the Company to discuss such act or actsshall automatically be terminated hereunder for Due Cause.

Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the Term for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 accrued to the date of such termination and not theretofore paid to the Employee and no bonus. Rights and benefits of the Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. After the satisfaction of any claim of the Company against the Employee incidental to such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 8 and 10. For purposes hereof, "Due Cause" shall mean (a) the Employee's gross negligence or willful misconduct in bad faith in the discharge of his duties and responsibilities to Norton, the Company and any of their respective parent, subsidiary or affiliate corporations (collectively, the "Norton Group"), as determined by the Board of Directors of the Company, (b) the Employee's material and repeated failure to obey appropriate directions from the Chairman, Vice Chairman Chief Executive Officer or Board of Directors Chief Operating Officer of the Company, (c) any willful or purposeful act or omission of the Employee taken or omitted in bad faith and intended to materially injure, and which had the effect of materially injuring, the business or business relationships of any member of the Norton Group or (d) the Employee's conviction or other adjudication of (1) a felony or (2) any crime or offense involving fraud; 6 provided, however, that the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause under this Section, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment, and the Employee shall then be given the opportunity, within fifteen (15) days of his receipt of such notice, to have a meeting with the Board of Directors of the Company to discuss such act or acts.

Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the Term for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 accrued to the date of such termination and not theretofore paid to the Employee and no bonus. Rights and benefits of the Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. After the satisfaction of any claim of the Company against the Employee incidental to such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 8 and 10. For purposes hereof, "Due Cause" shall mean (a) the Employee's gross negligence or willful misconduct in bad faith in the discharge of his duties and responsibilities to Norton, the Company and any of their respective parent, subsidiary or affiliate corporations (collectively, the "Norton Group"), as determined by the Board of Directors of the Company, (b) the Employee's material and repeated failure to obey appropriate directions from the Chairman, Vice Chairman Chief Executive Officer or Board of Directors Chief Operating Officer of the Company, (c) any willful or purposeful act or omission of the Employee taken or omitted in bad faith and intended to materially injure, and which had the effect of materially injuring, the business or business relationships of any member of the Norton Group or (d) the Employee's conviction or other adjudication of (1) a felony or (2) any crime or offense involving fraud; provided, however, that the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause under this Section, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment, and the Employee shall then be given the opportunity, within fifteen (15) days of his receipt 4 58 of such notice, to have a meeting with the Board of Directors of the Company to discuss such act or acts.

Due Cause. The employment of the Employee hereunder may be --------- terminated by the Company at any time during the Term for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee the base salary provided for in Section 3.1 3 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid to the Employee and no bonusEmployee. Rights and benefits of the Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. After the satisfaction of any claim of the Company against the Employee incidental to such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. For purposes hereof, "Due Cause" shall mean (a) the Employee's gross negligence neglect or willful misconduct in bad faith in the discharge of his her duties and responsibilities to Norton, any member of the Company and any of their respective parent, subsidiary or affiliate corporations Group (collectively, the "Norton Group"as defined in Section 9 below), as determined by the Board of Directors of the Company, (b) the Employee's material and repeated failure to obey appropriate directions from the Chairman, Vice Chairman or Board of Directors any act of the CompanyEmployee against any member of the Company Group intended to enrich her in derogation of her duties to such member and at the expense of such member, (c) any willful or purposeful act (or any act or omission taken in bad faith) of the Employee taken or omitted in bad faith and intended to materially injure, and which had having the effect of materially injuring, injuring the business or business relationships of any member of the Norton Group or Company Group, (d) the Employee's conviction or other adjudication commission of (1) a felony or (2) any crime or offense involving fraudmoral turpitude, fraud or misrepresentation, (f) the Employee's willful and material breach of this Agreement (including, without limitation, her duties and responsibilities hereunder) or (f) the Employee's breach of her duty of loyalty to the members of the Company Group; provided, however, that the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause under this Section, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment, and the Employee shall then be given the opportunity, within fifteen thirty (1530) days of his her receipt of such notice, to have a meeting with the Board of Directors of the Company to discuss such act or acts.

Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the Term for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 accrued to the date of such termination and not theretofore paid to the Employee and no bonus. Rights and benefits of the Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. After the satisfaction of any claim of the Company against the Employee incidental to such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. For purposes hereof, "Due Cause" shall mean (a) the Employee's gross negligence or willful misconduct in bad faith in the discharge of his her duties and responsibilities to Norton, the Company and any of their respective parent, subsidiary or affiliate corporations (collectively, the "Norton Group"), as determined by the Board of Directors of the Company, (b) the Employee's material and repeated failure to obey appropriate directions 4 36 from the Chairman, Vice Chairman Chief Executive Officer or Board of Directors Chief Operating Officer of the Company, (c) any willful or purposeful act or omission of the Employee taken or omitted in bad faith and intended to materially injure, and which had the effect of materially injuring, the business or business relationships of any member of the Norton Group or (d) the Employee's conviction or other adjudication of (1) a felony or (2) any crime or offense involving fraud; provided, however, that the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause under this Section, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment, and the Employee shall then be given the opportunity, within fifteen (15) days of his her receipt of such notice, to have a meeting with the Board of Directors of the Company to discuss such act or acts.

Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the Term term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee (a) the base salary provided for in Section 3.1 3 accrued to the date of such termination and not theretofore paid to the Employee and no bonus(b) any bonus payable pursuant to Section 3.2. Rights and benefits of the Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. After the satisfaction of any claim of the Company against the Employee incidental to such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. For purposes hereof, "Due Cause" shall mean (a) the Employee's gross negligence or willful misconduct in bad faith in the discharge of his duties and responsibilities to Norton, the Company and any of their respective parent, subsidiary or affiliate corporations (collectively, the "Norton Group"), as determined by the Board of Directors of the Company, (bi) the Employee's material and repeated failure to obey appropriate directions from the Chairmanbreach by willful action or inaction, Vice Chairman or Board of Directors any of the Companymaterial provisions of this Agreement, (c) any willful or purposeful act or omission of the Employee taken or omitted in bad faith and intended to materially injure, and which had the effect of materially injuring, the business or business relationships of any member of the Norton Group or (dii) the Employee's conviction in a court of law of any felony, or other adjudication of (1) a felony or (2) any crime or offense involving fraudconcerning money or property of the Company; provided, however, that the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause under this SectionCause, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment, and the Employee shall then be given the opportunity, within fifteen ten (1510) days of his receipt of such notice, to have a meeting with the Board of Directors of the Company to discuss such act or acts. If the basis of such written notice is other than an act or acts described in clause (ii), the Employee shall be given ten (10) days after such meeting within which to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of the Employee within such ten (10) days to cease or correct such performance (or nonperformance), the Employee's employment by the Company shall automatically be terminated hereunder for Due Cause. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 5, 6.7, 7, 8, 9 and 10.

Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the Term for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 accrued to the date of such termination and not theretofore paid to the Employee and no bonus. Rights and benefits of the Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. After the satisfaction of any claim of the Company against the Employee incidental to such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. For purposes hereof, "Due Cause" shall mean (a) the Employee's gross negligence or willful misconduct in bad faith in the discharge of his duties and responsibilities to Norton, the Company and any of their respective parent, subsidiary or affiliate corporations (collectively, the "Norton Group"), as determined by the Board of Directors of the Company, (b) the Employee's material and repeated failure to obey appropriate directions from the Chairman, Vice Chairman Chief Executive Officer or Board of Directors the Chief Operating Officer of the Company, (c) any willful or purposeful act or omission of the Employee taken or omitted in bad faith and intended to materially injure, and which had the effect of materially injuring, the business or business relationships of any member of the Norton Group or (d) the Employee's conviction or other adjudication of (1) a felony or (2) any crime or offense involving fraud; provided, however, that the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause under this Section, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment, and the Employee shall then be given the opportunity, within fifteen (15) days of his receipt of such notice, to have a meeting with the Board of Directors of the Company to discuss such act or acts.

Due Cause. The employment of the Employee hereunder may be --------- terminated by the Company at any time during the Term for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 accrued to the date of such termination and not theretofore paid to the Employee and no bonusEmployee. Rights and benefits of the Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. After the satisfaction of any claim of the Company against the Employee incidental to such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Section 3.4 of the 1997 Agreement and in Sections 7, 8, 9 9, 10 and 1011 hereof. For purposes hereofof this Agreement, "Due Cause" shall mean (a) the Employee's gross negligence or willful misconduct in bad faith in the discharge of his duties and responsibilities to Norton, any member of the Company and any of their respective parent, subsidiary or affiliate corporations Group (collectively, the "Norton Group"as defined in Section 10 below), as determined by the Board of Directors of the CompanyCompany (other than the Employee if he is a member of such at the time), (b) the Employee's material and repeated failure to obey appropriate directions from the Chairman, Vice Chairman or Board of Directors of the Company, (c) any willful or purposeful act or omission of the Employee taken or omitted in bad faith and intended to materially injure, and which had the effect of materially injuring, the business or business relationships of any member of the Norton Company Group or (d) the Employee's conviction or other adjudication of (1) a felony or (2) any crime or offense involving fraud; provided, however, that the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause under this Section, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment, and the Employee shall then be given the opportunity, within fifteen (15) days of his receipt of such notice, to have a meeting with the Board of Directors of the Company to discuss such act or acts.

Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the Term for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 accrued to the date of such termination and not theretofore paid to the Employee and no bonusEmployee. Rights and benefits of the Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. After the satisfaction of any claim of the Company against the Employee incidental to such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 3.4(d), 7, 8, 9 and 10. For purposes hereof, "Due Cause" shall mean (a) the Employee's gross negligence or willful misconduct in bad faith in the discharge of his duties and responsibilities to Norton, any member of the Company and any of their respective parent, subsidiary or affiliate corporations Group (collectively, the "Norton Group"as defined in Section 9 below), as determined by the Board of Directors of the CompanyCompany (other than the Employee if he is a member of such at the time), (b) the Employee's material and repeated failure to obey appropriate directions from the Chairman, Vice Chairman or Chief Executive Officer of the Company and the Board of Directors of the Company, (cC) any willful or purposeful act or omission of the Employee taken or omitted in bad faith and intended to materially injure, and which had the effect of materially injuring, the business or business relationships of any member of the Norton Company Group or (d) the Employee's conviction or other adjudication of (1) a felony or (2) any crime or offense involving fraud; provided, however, that the Employee shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Employee's employment for Due Cause under this Section, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment, and the Employee shall then be given the opportunity, within fifteen (15) days of his receipt of such notice, to have a meeting with the Board of Directors of the Company to discuss such act or acts.

Due Cause. The employment of the Employee Executive hereunder may be terminated by the Company at any time during the Term for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee Executive the base salary provided for in Section 3.1 3 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid to the Employee and no bonusExecutive. The Company shall also pay to the Executive any bonus payable to the Executive in accordance with Section 3.3. Rights and benefits of the Employee (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. After the satisfaction of any claim of the Company against the Employee incidental to such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. For purposes hereof, "Due Cause" shall mean (ai) the Employee's willful, gross negligence neglect or willful willful, gross misconduct in bad faith in the Executive's discharge of his duties and responsibilities to Nortonunder this Agreement, the Company and any of their respective parent, subsidiary or affiliate corporations (collectively, the "Norton Group"), as determined by the Board of Directors of the Company, (bii) the Employee's material and repeated failure to obey appropriate directions from the Chairman, Vice Chairman or Board of Directors of the Company, (c) any willful or purposeful act or omission of the Employee taken or omitted in bad faith and intended to materially injure, and which had the effect of materially injuring, the business or business relationships of any member of the Norton Group or (d) the EmployeeExecutive's conviction or other adjudication of (1) a felony or (2) any crime or offense involving fraudfelony; provided, however, with respect to clause (i) that the Employee Executive shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the EmployeeExecutive's employment for Due Cause under this Sectionclause (i), which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the EmployeeExecutive's employment, and the Employee Executive shall then be given the opportunity, within fifteen (15) days of his receipt of such notice, to have a meeting with the Board of Directors of the Company to discuss such act or acts. The Executive shall be given seven (7) days after such meeting within which to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of the Executive within such seven (7) days to cease or correct such performance (or nonperformance), the Executive's employment by the Company shall automatically be terminated hereunder for Due Cause. Neither the Executive nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9, and 15.