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 of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee (x) 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, (y) the Bonus, if it has been determined and earned in accordance with Section 3.2 but not yet paid, and (z) any expense reimbursement due to the Employee pursuant to Section 4 but not yet paid, and, after the satisfaction of any claim of the Company against the Employee 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 and 9. Rights and benefits of the Employee, his estate or other legal representative under the employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms and provisions of such plans and programs. For purposes hereof, "Due Cause" shall mean (a) a material breach of any of the Employee's obligations hereunder (it being understood that any breach of the provisions of Sections 7 or 8 hereof shall be considered material); or (b) that the Employee, in carrying out his duties hereunder, has been guilty of (i) willful or gross neglect or (ii) willful or gross misconduct, resulting in either case in material harm to any member of the Company Group (as hereinafter defined); or (c) that the Employee has been convicted of the commission of or entered a plea of nolo contendere with respect to (i) a felony or (ii) any crime or offense involving moral turpitude (provided that the Company may, in 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 he 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 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

Due Cause. The employment of the Employee hereunder may be --------- terminated by the Company at any time during the term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee (x) 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, (y) the Bonus, if it has been determined and earned in accordance with Section 3.2 but not yet paid, and (z) any expense reimbursement due to the Employee pursuant to Section 4 but not yet paid, and, after the satisfaction of any claim of the Company against the Employee 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 8, 9 and 9. Rights and benefits of the Employee, his estate or other legal representative under the employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms and provisions of such plans and programs10. For purposes hereof, "Due Cause" shall mean (a) a material breach of any of the Employee's obligations hereunder (it being understood that any breach of the provisions of Sections 7 2, 7, 8 or 8 9 hereof shall be considered material)material);(b) the use of alcohol, or unprescribed drugs by the Employee to an extent that such use interferes with the performance by the Employee of her responsibilities hereunder; or (bc) that the Employee repeatedly or intentionally causes damage to the relations of any member of the Company Group with its clients, suppliers or employees; or (d) the continued refusal by the Employee to carry out any reasonable lawful order or instruction of the Company or the repeated commission of other acts of insubordination; or (e) that the Employee, in carrying out his her duties hereunder, has been guilty of (i) willful or gross neglect or (ii) willful or gross misconduct, resulting in either case in material harm to any member of the Company Group (as hereinafter defined); or (cf) that the Employee has been convicted of the commission of or entered a plea of nolo contendere charged with respect to (i) a felony or (ii) any lesser crime or offense involving moral turpitude (provided that the Company may, in 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 he will be entitled to full back pay)turpitude. In the event of an occurrence under this Section 6.3, the Employee shall be given written notice by 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 thethe basis of which 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), the Employee shall be given ten (10) days 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.

Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time --------- during the term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee (x) 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, (y) the Bonus, if it has been determined and earned in accordance with Section 3.2 but not yet paid, and (z) any expense reimbursement due to the Employee pursuant to Section 4 but not yet paid, and, after the satisfaction of any claim of the Company against the Employee arising as a direct and proximate result of such Due Cause, if any, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8 8, 9 and 9. Rights and benefits of the Employee, his estate or other legal representative under the employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms and provisions of such plans and programs10. For purposes hereof, "Due Cause" Cause shall mean (a) a material breach of any of the Employee's obligations hereunder (it being understood that any breach of the provisions of Sections 7 2, 7, 8 or 8 9 hereof shall be considered material); (b) the habitual abuse of alcohol or unprescribed drugs by the Employee to an extent that such use interferes with the performance by the Employee of her responsibilities hereunder; or (bc) that the Employee, in carrying out his her duties hereunder, has been guilty of (i) willful or gross neglect or (ii) willful or gross misconduct, mismanagement resulting in either case in material harm to the Employer or to any member of the Company Group (as hereinafter defined); or (cd) that the Employee has been convicted of the commission of of, or entered a plea of nolo contendere with respect to to, (i) a felony or (ii) any ---- ---------- lesser crime or offense involving moral turpitude (provided that the Company may, in 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 he will be entitled to full back pay)turpitude. In the event of an occurrence under this Section 6.3, the Employee shall be given 21 days' written notice by 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 thethe basis of which the Company intends so to terminate the Employee's employment.

Due Cause. The employment of the Employee hereunder may be terminated by the Company Employer at any time during the term of this Agreement Term for Due Cause Cause, (as hereinafter defineddefined below). In the event of such termination, the Company Employer shall pay to the Employee (x) the salary Base Salary and incentive compensation provided for in Section 3.1 (at the annual rate then in effect) 3 and Exhibit A which accrued prior to the date of such termination Termination Date and was not theretofore previously paid. The Base Salary portion shall be paid to the Employee, (y) the Bonus, if it has been determined and earned in accordance with Section 3.2 the Employer's established payroll payment procedures. The incentive compensation portion shall be prorated to the Termination Date and paid within 30 days after the Employers auditors have finished their audit for the fiscal year in which the termination occurred, but not yet paid, and (z) any expense reimbursement due to later than the Employee pursuant to Section 4 but not yet paid, and, after the satisfaction of any claim 15th day of the Company against third month following the Employee arising as a direct and proximate result end of such Due Cause, neither fiscal year. Neither the Employee nor the Company Employer shall have any further rights or obligations under this Agreement, except as provided in Sections 6, 7, 8 8, 9, 10, 11 and 9. Rights and benefits of the Employee, his estate or other legal representative under the employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms and provisions of such plans and programs12. For purposes hereof, "Due Cause" shall mean means (a) a material breach of any of the Employee's obligations hereunder (it being understood that any breach of the provisions of Sections 7 or 8 hereof 2, 7, 8, 9, 10, 11 and 12 shall be considered material); or (b) that the Employee, in carrying willful failure or inability to carry out his duties hereunderhereunder or to comply with the reasonable instructions, has been guilty of (i) willful or gross neglect or (ii) willful or gross misconduct, resulting in either case in material harm to any member orders and directions of the Company Group (as hereinafter defined)President and/or the Chief Executive Officer of the Parent Company; or (c) that the Employee has been convicted of the commission of of, plead guilty to or entered a plea of nolo contendere with respect to (i) a admitted taking part in .any felony or (ii) with any lesser crime or offense involving moral turpitude turpitude; (provided d) a good faith determination by the Employer or the Parent Company that the Company may, in 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 guilty of fraud, embezzlement, dishonest or does not enter a plea other willful or malicious acts of nolo contendere he will be entitled misconduct related to full back pay). In the event of an occurrence under this Section 6.3, the Employee shall be given written notice by the Company that it intends to terminate the Employee's employment; or (e) a good faith determination by the Employer or the Parent Company that the Employee is in violation of the Employer's alcohol and/or drug policy. In addition, the Employees employment shall be deemed to have terminated for Due Cause under this Sectionif, which written notice shall specify after the act or acts upon theTermination Date, facts and circumstances are discovered that would have justified a termination for Due Cause.

Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee (x) 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, (y) the Bonus, if it has been determined and earned in accordance with Section 3.2 but not yet paid, and (z) any expense reimbursement due to the Employee pursuant to Section 4 but not yet paid, and, after the satisfaction of any claim of the Company against the Employee 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 8, 9 and 9. Rights and benefits of the Employee, his estate or other legal representative under the employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms and provisions of such plans and programs10. For purposes hereof, "Due Cause" shall mean (a) a material breach of any of the Employee's obligations hereunder (it being understood that any breach of the provisions of Sections 7 2, 7, 8 or 8 9 hereof shall be considered material); or (b) that the Employee, in carrying out his her duties hereunder, hereunder has been guilty of (i) willful or gross neglect or (ii) willful or gross misconduct, resulting in either case in material harm to any member of the Company Group (as hereinafter defined); or (c) that the Employee has been convicted of the commission of or entered a plea of nolo contendere with respect to (i) a felony or (ii) any crime or offense involving moral turpitude (provided that the Company may, in 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 he 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 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 thethe basis of which 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) above and not involving moral turpitude, the Employee shall be given twenty (20) days to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of the Employee within such twenty (20) days to cease or correct such performance (or nonperformance), the Employee's employment by the Company shall automatically be terminated hereunder for Due Cause.

Due Cause. The employment of the Employee Executive hereunder may be terminated by the Company at any time during the term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee (x) Executive the salary portion of the Aggregate Salary provided for in Section 3.1 (at the annual rate then in effect) 3 accrued to the date of such termination and not theretofore paid to the EmployeeExecutive. Rights and benefits of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. For purposes hereof, "Due Cause" shall mean (i) willful, gross neglect or willful, gross misconduct in the Executive's discharge of his duties and responsibilities under this Agreement, or (ii) the Executive's commission of (x) a felony or (y) any crime or offense involving moral turpitude; provided, however, that the BonusExecutive shall be given written notice by a majority of the Board of Directors of the Company that it intends to terminate the Executive's employment for Due Cause, if it has been determined and earned in accordance with Section 3.2 but not yet paidwhich 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 Executive's employment, and the Executive shall then be given the opportunity, within fifteen (z15) any expense reimbursement due days of his receipt of such notice, to have a meeting with the Employee pursuant Board of Directors of the Company to Section 4 but not yet paiddiscuss such act or acts. If the basis of such written notice is other than an act or acts described in clause (ii), 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, after 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. After the satisfaction of any claim of the Company against the Employee arising as a direct and proximate result of Executive incidental to such Due Cause, neither the Employee Executive nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 710, 8 11, 12, 13, 15, 19 and 9. Rights and benefits of the Employee, his estate or other legal representative under the employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms and provisions of such plans and programs. For purposes hereof, "Due Cause" shall mean (a) a material breach of any of the Employee's obligations hereunder (it being understood that any breach of the provisions of Sections 7 or 8 hereof shall be considered material); or (b) that the Employee, in carrying out his duties hereunder, has been guilty of (i) willful or gross neglect or (ii) willful or gross misconduct, resulting in either case in material harm to any member of the Company Group (as hereinafter defined); or (c) that the Employee has been convicted of the commission of or entered a plea of nolo contendere with respect to (i) a felony or (ii) any crime or offense involving moral turpitude (provided that the Company may, in 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 he 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 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 the20.

Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the term of this Agreement for Due Cause Cause. Said termination shall be evidenced by written notice thereof to the Employee, which notice shall specify the cause for the termination. For purposes of this Agreement, the term "Due Cause" shall be defined as (i) the inability of the Employee, for any reason other than authorized vacation, to perform her duties under this Agreement for a thirty (30) consecutive calendar day period; (ii) dishonesty; (iii) theft; (iv) indictment on a felony; (v) any material breach of this Agreement; (vi) the failure of the Employee, for any reason, within five (5) calendar days after receipt by the Employee of a written notice from the Company, to correct, cease, or otherwise alter any conduct or failure to act by the Employee which the Company, in its sole discretion, considers insubordination or which the Company considers material to its operation; (vii) the failure of the Employee, within thirty (30) calendar days after receipt by the Employee of a written notice from the Employer, to materially improve performance which the Employer, in its reasonable discretion, considers unsatisfactory; and (viii) any other act, omission, or series or combination of same which the law recognizes as hereinafter defined)constituting "cause" for termination of employment. In the event of Promptly after such termination, the Company shall pay to the Employee (x) 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, (y) the Bonus, if it has been determined and earned in accordance with Section 3.2 but not yet paid, and (z) any expense reimbursement due to the Employee pursuant to Section 4 but not yet paid, and, after the satisfaction of any claim of the Company against the Employee arising as a direct and proximate result of such Due Cause, neither . Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8 8, 9, and 9. Rights and benefits of the Employee, his estate or other legal representative under the employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms and provisions of such plans and programs. For purposes hereof, "Due Cause" shall mean (a) a material breach of any of the Employee's obligations hereunder (it being understood that any breach of the provisions of Sections 7 or 8 hereof shall be considered material); or (b) that the Employee, in carrying out his duties hereunder, has been guilty of (i) willful or gross neglect or (ii) willful or gross misconduct, resulting in either case in material harm to any member of the Company Group (as hereinafter defined); or (c) that the Employee has been convicted of the commission of or entered a plea of nolo contendere with respect to (i) a felony or (ii) any crime or offense involving moral turpitude (provided that the Company may, in 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 he 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 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 the10.

Due Cause. The employment of the Employee hereunder may be --------- terminated by the Company at any time during the term of this Agreement for Due Cause Cause. Said termination shall be evidenced by written notice thereof to the Employee, which notice shall specify the cause for the termination. For purposes of this Agreement, the term "Due Cause" shall be defined as (i) the inability of the Employee, for any reason other than authorized vacation, to perform his duties under this Agreement for a thirty (30) consecutive calendar day period; (ii) dishonesty; (iii) theft; (iv) indictment on a felony; (v) any material breach of this Agreement; (vi) the failure of the Employee, for any reason, within five (5) calendar days after receipt by the Employee of a written notice from the Company, to correct, cease, or otherwise alter any conduct or failure to act by the Employee which the Company, in its sole discretion, considers insubordination or which the Company considers material to its operation; (vii) the failure of the Employee, within thirty (30) calendar days after receipt by the Employee of a written notice from the Employer, to materially improve performance which the Employer, in its reasonable discretion, considers unsatisfactory; and (viii) any other act, omission, or series or combination of same which the law recognizes as hereinafter defined)constituting "cause" for termination of employment. In the event of Promptly after such termination, the Company shall pay to the Employee (x) 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, (y) the Bonus, if it has been determined and earned in accordance with Section 3.2 but not yet paid, and (z) any expense reimbursement due to the Employee pursuant to Section 4 but not yet paid, and, after the satisfaction of any claim of the Company against the Employee arising as a direct and proximate result of such Due Cause, neither . Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8 8, 9, and 9. Rights and benefits of the Employee, his estate or other legal representative under the employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms and provisions of such plans and programs. For purposes hereof, "Due Cause" shall mean (a) a material breach of any of the Employee's obligations hereunder (it being understood that any breach of the provisions of Sections 7 or 8 hereof shall be considered material); or (b) that the Employee, in carrying out his duties hereunder, has been guilty of (i) willful or gross neglect or (ii) willful or gross misconduct, resulting in either case in material harm to any member of the Company Group (as hereinafter defined); or (c) that the Employee has been convicted of the commission of or entered a plea of nolo contendere with respect to (i) a felony or (ii) any crime or offense involving moral turpitude (provided that the Company may, in 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 he 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 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 the10.

Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee (x) the base salary provided for in Section 3.1 3 (at the annual biweekly rate then in effect) accrued to the date of such termination and not theretofore paid to the Employee. Rights and benefits of the Employee under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. For purposes hereof, "Due Cause" shall include (a) if prior to a Change in Control (as hereinafter defined), (i) the Employee's failure to discharge his duties and responsibilities under this Agreement, as determined by a majority of the Board of Directors of the Company, whose good faith determination with respect thereto shall be conclusive and binding upon the Employee, or (ii) the Employee's commission of (x) a felony or (y) any crime or offense involving moral turpitude, or (b) if subsequent to a Change in Control, (i) willful, gross neglect or willful, gross misconduct in the BonusEmployee's discharge of his duties and responsibilties under this Agreement, if or (ii) the Employee's commission of (x) a felony or (y) any crime or offense involving moral turpitude; provided, however, with respect to subsection (b) that the Employee shall be given written notice by a majority of the Board of Directors of the Company that it has been determined and earned in accordance with Section 3.2 but not yet paidintends to terminate the Employee's employment for Due Cause under subsection (b), 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 (z) any expense reimbursement due to the Employee pursuant shall then be given the opportunity, within fifteen (15) days of his receipt of such notice, to Section 4 but not yet paidhave 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 subsection (b)(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, after 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 arising as a direct and proximate result of 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 8, 9 and 9. Rights and benefits of the Employee, his estate or other legal representative under the employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms and provisions of such plans and programs. For purposes hereof, "Due Cause" shall mean (a) a material breach of any of the Employee's obligations hereunder (it being understood that any breach of the provisions of Sections 7 or 8 hereof shall be considered material); or (b) that the Employee, in carrying out his duties hereunder, has been guilty of (i) willful or gross neglect or (ii) willful or gross misconduct, resulting in either case in material harm to any member of the Company Group (as hereinafter defined); or (c) that the Employee has been convicted of the commission of or entered a plea of nolo contendere with respect to (i) a felony or (ii) any crime or offense involving moral turpitude (provided that the Company may, in 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 he 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 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 the10.

Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee (x) 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, (y) the Bonus, if it has been determined and earned in accordance with Section 3.2 but not yet paid, and (z) any expense reimbursement due to the Employee pursuant to Section 4 but not yet paid, and, after the satisfaction of any claim of the Company against the Employee 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 and 9. Rights and benefits of the Employee, his estate or other legal representative under the employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms and provisions of such plans and programs. For purposes hereof, "Due Cause" shall mean (a) a material breach of any of the Employee's material obligations hereunder (it being understood that any breach of the provisions of Sections 2, 7 or 8 hereof shall be considered material); or ) (b) that the Employee, in carrying out his duties hereunder, has been guilty of (i) willful or gross neglect or (ii) willful or gross misconduct, resulting in either case in material harm to any member of the Company Group (as hereinafter defined); or (c) that the Employee has been convicted of the commission of or entered a plea of nolo contendere with respect to (i) a felony or (ii) any crime or offense involving moral turpitude (provided that the Company may, in 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 he will be entitled to full back pay)turpitude. In the event of an occurrence of an event constituting Due Cause under this Section 6.3, the Employee shall be given written notice by the Company that it intends to terminate the Employee's employment for Due Cause under this Section, which written notice shall specify in detail the act or acts upon thethe basis of which 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) above and not involving moral turpitude, the Employee shall be given twenty (20) days to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of the Employee within such twenty (20) days to cease or correct such performance (or nonperformance), the Employee's employment by the Company shall automatically be terminated hereunder for Due Cause.

Due Cause. The employment of the Employee Executive hereunder may be terminated by the Company at any time during the term of this Agreement Term for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee (x) the Executive his 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, (y) the Bonus, if it has been determined and earned in accordance with Section 3.2 but not yet paid, and (z) any expense reimbursement due to the Employee pursuant to Section 4 but not yet paidExecutive, and, after the satisfaction of any claim of the Company against the Employee Executive arising as a direct and proximate result of such Due Cause, neither the Employee Executive nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8 and 9. Rights and benefits of the Employee, his estate or other legal representative Executive under the employee benefit plans and programs of the Company, if any, Company will be determined in accordance with the terms and provisions of such plans and programs. For purposes hereof, "Due Cause" shall mean (ai) a material breach of any of the EmployeeExecutive's obligations hereunder under this Agreement, (it being understood that any breach of the provisions of Sections 7 or 8 hereof shall be considered material); or (bii) that the EmployeeExecutive, in carrying out his duties hereunder, has been guilty of (iA) willful or gross neglect or (iiB) willful or gross misconduct, resulting in either case in material harm to any member of the Company Group or Apogee, (as hereinafter defined); or (ciii) that the Employee Executive has been convicted of the commission of or entered a plea of nolo contendere with respect to (iA) a felony or (iiB) any crime or offense involving moral turpitude turpitude, or (provided iv) in the event that the Company mayprovides to the Executive the Appointment Notice, the failure by the Executive to relocate his personal residence to the vicinity of King of Prussia, Pennsylvania by the Relocation Date or such later date as the Company, in 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 may designate, if the Employee is not convicted or does not enter a plea Executive requests in writing at least thirty (30) days prior to the Relocation Date that the Company grant an extension of nolo contendere he will be entitled to full back pay)the Relocation Date. In the event of an occurrence of an event constituting Due Cause under this Section 6.310.3, the Employee Executive shall be given written notice by the Company that it intends to terminate the EmployeeExecutive's employment for Due Cause under this SectionSection 10.3, which written notice shall specify in detail the act or acts upon thethe basis of which the Company intends so to terminate the Executive's employment. If the basis for such written notice is an act or acts described in clause (i) above and not involving moral turpitude, the Executive shall be given fourteen (14) days to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of the Executive within such fourteen (14) days to cease or correct such performance (or nonperformance), the Executive's employment by the Company shall automatically be terminated hereunder for Due Cause.

Due Cause. The employment of If, during the Employee hereunder may be terminated by Employment Term, the Company at any time during the term of this Agreement for has Due Cause (as hereinafter defined). In ) to terminate the event of such terminationEmployee’s employment, the Company shall will be entitled to terminate the Employee’s employment at any time by delivering written notice of such termination to the Employee, in which event (i) the Employee’s termination will be effective immediately on the delivery of that notice, (ii) the Company will pay to the Employee a lump sum amount, due on termination, equal to one (x1) the salary provided for in Section 3.1 (at the annual rate month of his then in effect) accrued to the date of such termination and not theretofore paid to the Employee, (y) the Bonus, if it has been determined and earned in accordance with Section 3.2 but not yet paidcurrent Base Salary, and (ziii) any expense reimbursement due to all the rights and benefits the Employee pursuant to Section 4 but not yet paidmay have under all employee benefit, and, after the satisfaction of any claim of the Company against the Employee 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 and 9. Rights and benefits of the Employee, his estate or other legal representative under the employee benefit bonus and/or stock option plans and programs of and/or agreements with the Company, if any, will be determined in accordance with the terms and provisions conditions thereof based on the Employee’s employment being terminated thereunder for all purposes as of such plans and programsthe date his employment is terminated under this Agreement. For purposes hereof, "“Due Cause" shall mean ” means: (ai) the Employee has committed a material breach willful serious act that constitutes personal dishonesty, such as fraud, embezzlement or theft, against the Company; (ii) the Employee has been convicted of any a felony (or entered a plea of the Employee's obligations hereunder (it being understood that any breach of the provisions of Sections 7 or 8 hereof shall be considered materialnolo contendre to a felony charge); (iii) the Employee has engaged in willful conduct that has caused demonstrable and serious injury, monetary or otherwise, to the Company; (biv) that the Employee, in carrying out his duties hereunder, has been guilty of (i) willful or gross neglect or (ii) willful or gross misconduct; (v) the Employee has refused to carry out his duties hereunder and, resulting in either case in material harm after receiving written notice to any member such effect from the Company, failed to cure the existing problem within thirty (30) days of the Company Group (as hereinafter defined)receipt of such written notice; or (cvi) that the Employee has been convicted materially breached this Agreement and has not remedied that breach within thirty (30) days after receipt of the commission of or entered a plea of nolo contendere with respect to (i) a felony or (ii) any crime or offense involving moral turpitude (provided that the Company may, in 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 he 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 from 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 thebreach has occurred.

Due Cause. The employment of the Employee hereunder may be --------- terminated by the Company at any time during the term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee (x) 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, (y) the Bonus, if it has been determined and earned in accordance with Section 3.2 but not yet paid, and (z) any expense reimbursement due to the Employee pursuant to Section 4 but not yet paid, and, after the satisfaction of any claim of the Company against the Employee 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 8, 9 and 9. Rights and benefits of the Employee, his estate or other legal representative under the employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms and provisions of such plans and programs10. For purposes hereof, "Due Cause" Cause shall mean (a) a material breach of any of the Employee's obligations hereunder (it being understood that any breach of the provisions of Sections 7 2, 7, 8 or 8 9 hereof shall be considered material); (b) the 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 responsibilities hereunder; or (bc) that the Employee, in carrying out his duties hereunder, has been guilty of (i) willful or gross neglect or (ii) willful or gross misconduct, mismanagement resulting in either case in material harm to any member of the Company Group (as hereinafter defined); or (cd) that the Employee has been convicted of the commission of of, or entered a plea of nolo contendere with respect to to, (i) a felony or (ii) any ---- ---------- lesser crime or offense involving moral turpitude (provided that the Company may, in 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 he will be entitled to full back pay)turpitude. In the event of an occurrence under this Section 6.3, the Employee shall be given written notice by 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 thethe basis of which 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), the Employee shall be given twenty (20) 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 the Employee within such twenty (20) days or sixty (60) days, as applicable, to cease or correct such performance (or nonperformance), the Employee s employment by the Company shall automatically be terminated hereunder for Due Cause.