Common use of By the Clause in Contracts

By the. Company For Cause or By Executive Resignation Without ------------------------------------------------------------- Good Reason. ----------- (i) The Employment Term and Executive's employment hereunder may be terminated by the Company for Cause (as defined below) and shall terminate automatically upon Executive's resignation without Good Reason (as defined in Section 7(c)); provided that Executive will be required to give the Company at -------- least 30 days advance written notice of a resignation without Good Reason. (ii) For purposes of this Agreement, "Cause" shall mean (A) Executive's continued failure to substantially perform the material duties of his office (other than as a result of total or partial incapacity due to physical or mental illness), (B) embezzlement or theft by Executive of the Company's property, (C) the commission of any act or acts on Executive's part resulting in the conviction of such Executive of a felony under the laws of the United States or any state, (D) Executive's willful malfeasance or willful misconduct in connection with Executive's duties to Company or any other act or omission which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates, or (E) a material breach by Executive of the material terms of this Agreement, the Management Stockholders Agreement dated as of November 22, 2000, or any non-compete, non-solicitation or confidentiality provisions to which Executive is subject. However, no termination shall be deemed for Cause under clause (A), (D) or (E) unless Executive is first given written notice by the Company of the specific acts or omissions which the Company deems constitute grounds for a termination for Cause and is provided with at least 30 days after such notice to cure the specified deficiency.

By the. Company For Cause or By Executive Resignation Without ------------------------------------------------------------- Good Reason. ----------- (i) The Employment Term and Executive's employment hereunder may be terminated by the Company for Cause (as defined below) and shall terminate automatically upon Executive's resignation without Good Reason (as defined in Section 7(c7(C)); provided that Executive will be required to give the Company at -------- least 30 days advance written notice of a resignation without Good Reason. (ii) For purposes of this Agreement, "Cause" shall mean (A) Executive's continued failure to substantially perform the material duties of his office (other than as a result of total or partial incapacity due to physical or mental illness), (B) embezzlement or theft by Executive of the Company's property, (C) the commission of any act or acts on Executive's part resulting in the conviction of such Executive of a felony under the laws of the United States or any state, (D) Executive's willful malfeasance or willful misconduct in connection with Executive's duties to Company or any other act or omission which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates, or (E) a material breach by Executive of the material terms of this Agreement, the Management Stockholders Agreement dated as of November 22, 2000, or any non-compete, non-solicitation or confidentiality provisions to which Executive is subject. However, no termination shall be deemed for Cause under clause (A), (D) or (E) unless Executive is first given written notice by the Company of the specific acts or omissions which the Company deems constitute grounds for a termination for Cause and is provided with at least 30 days after such notice to cure the specified deficiency.

By the. Company For Cause or By Executive Resignation Without ------------------------------------------------------------- ------------------------------------------------------------ Good Reason. ----------- (i) The Employment Term and Executive's employment hereunder may be terminated by the Company for Cause (as defined below) and shall terminate automatically upon Executive's resignation without Good Reason (as defined in Section 7(c7(C)); provided that Executive will be required to give the Company at -------- least 30 days advance written notice of a resignation without Good Reason. (ii) For purposes of this Agreement, "Cause" shall mean (A) Executive's continued failure to substantially perform the material duties of his office (other than as a result of total or partial incapacity due to physical or mental illness), (B) embezzlement or theft by Executive of the Company's property, (C) the commission of any act or acts on Executive's part resulting in the conviction of such Executive of a felony under the laws of the United States or any state, (D) Executive's willful malfeasance or willful misconduct in connection with Executive's duties to Company or any other act or omission which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates, or (E) a material breach by Executive of the material terms of this Agreement, the Management Stockholders Agreement dated as of November 22, 2000, or any non-compete, non-solicitation or confidentiality provisions to which Executive is subject. However, no termination shall be deemed for Cause under clause (A), (D) or (E) unless Executive is first given written notice by the Company of the specific acts or omissions which the Company deems constitute grounds for a termination for Cause and is provided with at least 30 days after such notice to cure the specified deficiency.