Common use of Cause or Without Cause Clause in Contracts

Cause or Without Cause. The Company may terminate the Employee's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean (i) a breach by the Employee of the Employee's obligations under Section 2(a) (other than as a result of physical or mental incapacity) which constitutes a continued material nonperformance by the Employee of his obligations and duties thereunder, as determined by the Board, and which (other than in the case of a violation of Section 2(a)(v)) is not remedied promptly after receipt of written notice from the Company specifying such breach, (ii) commission by the Employee of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company; (iii) a material breach by the Employee of Sections 6, 7, 9 or 10, as reasonably determined by a majority of the members of the Board or a committee thereof after a hearing by the Board or a committee thereof following ten days' notice to the Employee of such hearing; (iv) the Employee's conviction, plea of no contest or NOLO CONTENDERE, or unadjudicated probation for any felony or any crime involving moral turpitude; (v) the failure of the Employee to carry out, or comply with, in any material respect any lawful directive of the Board consistent with the terms of this Agreement, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; or (vi) the Employee's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Employee's duties and responsibilities under this Agreement. The Company may suspend the Employee's title and authority pending the hearing provided for in clause (iii) above, and such suspension shall not constitute "Good Reason" as defined below. For purposes of this Agreement, "without Cause" shall mean a termination by the Company of the Employee's employment during the Employment Period for any reason other than a termination based upon Cause, death, Disability or upon a Change of Control, as defined below.

Cause or Without Cause. The Company may terminate the Employee's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean (i) a breach by the Employee of the Employee's obligations under Section 2(a) (other than as a result of physical or mental incapacity) which constitutes a continued material nonperformance by the Employee of his obligations and duties thereunder, as determined by the Board, and which (other than in the case of a violation of Section 2(a)(v)) is not remedied promptly within 30 days after receipt of written notice from the Company specifying such breach, (ii) commission by the Employee of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company; (iii) a material breach by the Employee of Sections 6, 7, 9 9, 10 or 10, as reasonably determined by a majority of the members of the Board or a committee thereof after a hearing by the Board or a committee thereof following ten days' notice to the Employee of such hearing11; (iv) the Employee's conviction, plea of no contest or NOLO CONTENDERE, or unadjudicated probation for any felony or any crime involving moral turpitude; (v) the failure of the Employee to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board consistent with the terms of this Agreement, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; or (vi) the Employee's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Employee's duties and responsibilities under this Agreement. The Company may suspend the Employee's title and authority pending the hearing provided for in clause (iii) above, and such suspension shall not constitute "Good Reason" as defined below. For purposes of this Agreement, "without Cause" shall mean a termination by the Company of the Employee's employment during the Employment Period for any reason other than a termination based upon Cause, death, Disability or upon a Change of Control, as defined below.

Cause or Without Cause. The Company may terminate the Employee's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean (i) a breach by the Employee of the Employee's obligations under Section 2(a) (other than as a result of physical or mental incapacity) which constitutes a continued material nonperformance by the Employee of his obligations and duties thereunder, as determined by the Board, and which (other than in the case of a violation of Section 2(a)(v)) is not remedied promptly within 30 days after receipt of written notice from the Company specifying such breach, (ii) ; commission by the Employee of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company; (iii) a material breach by the Employee of Sections 6, 7, 9 or 10, as reasonably determined by a majority of the members of the Board or a committee thereof after a hearing by the Board or a committee thereof following ten days' notice to the Employee of such hearing; (iv) a material 5 breach by the Employee of Sections 7, 8, 9, 10, or 11; the Employee's conviction, plea of no contest or NOLO CONTENDEREnolo contendere, or unadjudicated probation for any felony or any crime involving moral turpitude; (v) the failure of the Employee to carry out, or comply with, in any material respect any lawful directive of the Board consistent with the terms of this Agreement, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; or (vi) the Employee's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Employee's duties and responsibilities under this Agreement. The Company may suspend the Employee's title and authority pending the hearing provided for in clause (iiiii) above, and such suspension shall not constitute "Good Reason" as defined below. For purposes of this Agreement, "without Cause" shall mean a termination by the Company of the Employee's employment during the Employment Period for any reason other than a termination based upon Cause, death, Disability or upon a Change of Control, as defined below.

Cause or Without Cause. The Company may terminate the Employee's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean (i) a breach by the Employee of the Employee's obligations under Section 2(a) (other than as a result of physical or mental incapacity) which constitutes a continued material nonperformance by the Employee of his obligations and duties thereunder, as determined in good faith by the Board, and which (other than in the case of a violation of Section 2(a)(v)) is not remedied promptly within 30 days after receipt of written notice from the Company specifying such breach, (ii) commission by the Employee of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company; (iii) a material breach by the Employee of Sections 6, 7, 9 or 10, as reasonably determined by a majority of the members of the Board or a committee thereof after a hearing by the Board or a committee thereof following ten days' notice to the Employee of such hearing; (iii) a material breach by the Employee of Sections 8, 9, 11 or 12; (iv) the Employee's conviction, plea of no contest or NOLO CONTENDEREnolo contendere, or unadjudicated probation for any felony or any crime involving moral turpitude; or (v) the failure of the Employee to carry out, or comply with, in any material respect any lawful directive of the Board consistent with the terms of this Agreement, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; or (vi) the Employee's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Employee's duties and responsibilities under this Agreement. The Company may suspend the Employee's title and authority pending the hearing provided for in clause (iii) above, and such suspension shall not constitute "Good Reason" as defined below. For purposes of this Agreement, "without Cause" shall mean a termination by the Company of the Employee's employment during the Employment Period for any reason other than a termination based upon Cause, death, Disability or upon a Change of Control, as defined below. The Company may suspend the Employee's title and authority pending the hearing provided for in clause (ii) above, and such suspension shall not constitute "Good Reason" as defined below.

Cause or Without Cause. The Company may terminate the Employee's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean (i) a breach by the Employee of the Employee's obligations under Section 2(a) (other than as a result of physical or mental incapacity) which constitutes a continued material nonperformance by the Employee of his obligations and duties thereunder, as 5 determined by the Board, and which (other than in the case of a violation of Section 2(a)(v)) is not remedied promptly within 30 days after receipt of written notice from the Company specifying such breach, (ii) ; commission by the Employee of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company; (iii) a material breach by the Employee of Sections 6, 7, 9 or 10, as reasonably determined by a majority of the members of the Board or a committee thereof after a hearing by the Board or a committee thereof following ten days' notice to the Employee of such hearing; (iv) a material breach by the Employee of Sections 7, 8, 9, 10, or 11; the Employee's conviction, plea of no contest or NOLO CONTENDEREnolo contendere, or unadjudicated probation for any felony or any crime involving moral turpitude; (v) the failure of the Employee to carry out, or comply with, in any material respect any lawful directive of the Board consistent with the terms of this Agreement, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; or (vi) the Employee's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Employee's duties and responsibilities under this Agreement. The Company may suspend the Employee's title and authority pending the hearing provided for in clause (iiiii) above, and such suspension shall not constitute "Good Reason" as defined below. For purposes of this Agreement, "without Cause" shall mean a termination by the Company of the Employee's employment during the Employment Period for any reason other than a termination based upon Cause, death, Disability or upon a Change of Control, as defined below.

Cause or Without Cause. The Company may terminate the Employee's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean (i) a breach by the Employee of the Employee's obligations under Section 2(a) (other than as a result of physical or mental incapacity) which constitutes a continued material nonperformance by the Employee of his obligations and duties thereunder, as determined by the Board, and which (other than in the case of a violation of Section 2(a)(v)) is not remedied promptly within 30 days after receipt of written notice from the Company specifying such breach, (ii) commission by the Employee of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company; (iii) a material breach by the Employee of Sections 6, 7, 9 or 10, as reasonably determined by a majority of the members of the Board or a committee thereof after a hearing by the Board or a committee thereof following ten days' notice to the Employee of such hearing; (iii) a material breach by the Employee of Sections 7, 8, 10 or 11; (iv) the Employee's conviction, plea of no contest or NOLO CONTENDEREnolo contendere, or unadjudicated probation for any felony or any crime involving moral turpitude; (v) the failure of the Employee to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board consistent with the terms of this Agreement, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; or (vi) the Employee's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Employee's duties and responsibilities under this Agreement. The Company may suspend the Employee's title and authority pending the hearing provided for in clause (iii) above, and such suspension shall not constitute "Good Reason" as defined below. For purposes of this Agreement, "without Cause" shall mean a termination by the Company of the Employee's employment during the Employment Period for any reason other than a termination based upon Cause, death, Disability or upon a Change of Control, as defined below. The Company may suspend the Employee's title and authority pending the hearing provided for in clause (ii) above, and such suspension shall not constitute "Good Reason" as defined below.

Cause or Without Cause. The Company may terminate the Employee's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean (i) a breach by the Employee of the Employee's obligations under Section 2(a) (other than as a result of physical or mental incapacity) which constitutes a continued material nonperformance by the Employee of his obligations and duties thereunder, as determined by the Board, and which (other than in the case of a violation of Section 2(a)(v)) is not remedied promptly within 30 days after receipt of written notice from the Company specifying such breach, (ii) commission by the Employee of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company; (iii) a material breach by the Employee of Sections 6, 7, 9 8, 10 or 10, as reasonably determined by a majority of the members of the Board or a committee thereof after a hearing by the Board or a committee thereof following ten days' notice to the Employee of such hearing11; (iv) the Employee's conviction, plea of no contest or NOLO CONTENDEREnolo contendere, or unadjudicated probation for any felony or any crime involving moral turpitude; (v) the failure of the Employee to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board consistent with the terms of this Agreement, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; or (vi) the Employee's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Employee's duties and responsibilities under this Agreement. The Company may suspend the Employee's title and authority pending the hearing provided for in clause (iii) above, and such suspension shall not constitute "Good Reason" as defined below. For purposes of this Agreement, "without Cause" shall mean a termination by the Company of the Employee's employment during the Employment Period for any reason other than a termination based upon Cause, death, Disability or upon a Change of Control, as defined below.

Cause or Without Cause. The Company may terminate the Employee's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean (i) a breach by the Employee of the Employee's obligations under Section 2(a) (other than as a result of physical or mental incapacity) which constitutes a continued material nonperformance by the Employee of his obligations and duties thereunder, as determined by the Board, and which (other than in the case of a violation of Section 2(a)(v)) is not remedied promptly within 30 days after receipt of written notice from the Company specifying such breach, (ii) commission by the Employee of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company; (iii) a material breach by the Employee of Sections 6, 7, 9 8, 10 or 10, as reasonably determined by a majority of the members of the Board or a committee thereof after a hearing by the Board or a committee thereof following ten days' notice to the Employee of such hearing11; (iv) the Employee's conviction, plea of no contest or NOLO CONTENDEREnolo contendere, or unadjudicated probation for any felony or any crime involving moral turpitude; (v) the failure of the Employee to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board consistent with the terms of this Agreement, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; or (vi) the Employee's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Employee's duties and responsibilities under this Agreement. The Company may suspend the Employee's title and authority pending the hearing provided for in clause (iii) above, and such suspension shall not constitute "Good Reason" as defined below. For purposes of this Agreement, "without Cause" shall mean a termination by the Company of the Employee's employment during the Employment Period for any reason other than a termination based upon Cause, death, Disability or upon a Change of Control, as defined below.this

Cause or Without Cause. The Company may terminate the Employee's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean (i) a breach by the Employee of the Employee's obligations under Section 2(a) (other than as a result of physical or mental incapacity) which constitutes a continued material nonperformance by the Employee of his obligations and duties thereunder, as determined by the Board, and which (other than in the case of a violation of Section 2(a)(v)) is not remedied promptly within 30 days after receipt of written notice from the Company specifying such breach, (ii) commission by the Employee of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company; (iii) a material breach by the Employee of Sections 6, 7, 9 9, 10 or 10, as reasonably determined by a majority of the members of the Board or a committee thereof after a hearing by the Board or a committee thereof following ten days' notice to the Employee of such hearing11; (iv) the Employee's conviction, plea of no contest or NOLO CONTENDERE, or unadjudicated probation for any felony or any crime involving moral turpitude; (v) the failure of the Employee to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board consistent with the terms of this Agreement, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; or (vi) the Employee's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Employee's duties and responsibilities under this Agreement. The Company may suspend the Employee's title and authority pending the hearing provided for in clause (iii) above, and such suspension shall not constitute "Good Reason" as defined below. For purposes of this Agreement, "without Cause" shall mean a termination by the Company of the Employee's employment during the Employment Period for any reason other than a termination based upon Cause, death, Disability or upon a Change of Control, as defined below.the

Cause or Without Cause. The Company may terminate the Employee's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean (i) a breach by the Employee of the Employee's obligations under Section 2(a) (other than as a result of physical or mental incapacity) which constitutes a continued material nonperformance by the Employee of his obligations and duties thereunder, as determined by the Board, and which (other than in the case of a violation of Section 2(a)(v)) is not remedied promptly within 30 days after receipt of written notice from the Company specifying such breach, (ii) commission by the Employee of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company; (iii) a material breach by the Employee of Sections 6, 7, 9 8, 10 or 10, as reasonably determined by a majority of the members of the Board or a committee thereof after a hearing by the Board or a committee thereof following ten days' notice to the Employee of such hearing11; (iv) the Employee's conviction, plea of no contest or NOLO CONTENDEREnolo contendere, or unadjudicated probation for any felony or any crime involving moral turpitude; (v) the failure of the Employee to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board consistent with the terms of this Agreement, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; or (vi) the Employee's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Employee's duties and responsibilities under this Agreement. The Company may suspend the Employee's title and authority pending the hearing provided for in clause (iii) above, and such suspension shall not constitute "Good Reason" as defined below. For purposes of this Agreement, "without Cause" shall mean a termination by the Company of the Employee's employment during the Employment Period for any reason other than a termination based upon Cause, death, Disability or upon a Change of Control, as defined below.performing

Cause or Without Cause. The Company may terminate the Employee's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean (i) a breach by the Employee of the Employee's obligations under Section 2(a) (other than as a result of physical or mental incapacity) which constitutes a continued material nonperformance by the Employee of his obligations and duties thereunder, as determined by the Board, and which (other than in the case of a violation of Section 2(a)(v)) is not remedied promptly within 30 days after receipt of written notice from the Company specifying such breach, (ii) ; commission by the Employee of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company; (iii) a material breach by the Employee of Sections 6, 7, 9 or 10, as reasonably determined by a majority of the members of the Board or a committee thereof after a hearing by the Board or a committee thereof following ten days' notice to the Employee of such hearing; (iv) a material breach by the Employee of Sections 7, 8, 9, 10 or 11; the Employee's conviction, plea of no contest or NOLO CONTENDEREnolo contendere, or unadjudicated probation for any felony or any crime involving moral turpitude; (v) the failure of the Employee to carry out, or comply with, in any material respect any lawful directive of the Board consistent with the terms of this Agreement, which is not remedied 5 within 30 days after receipt of written notice from the Company specifying such failure; or (vi) the Employee's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Employee's duties and responsibilities under this Agreement. The Company may suspend the Employee's title and authority pending the hearing provided for in clause (iiiii) above, and such suspension shall not constitute "Good Reason" as defined below. For purposes of this Agreement, "without Cause" shall mean a termination by the Company of the Employee's employment during the Employment Period for any reason other than a termination based upon Cause, death, Disability or upon a Change of Control, as defined below.

Cause or Without Cause. The Company may terminate the Employee's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean (i) a breach by the Employee of the Employee's obligations under Section 2(a) (other than as a result of physical or mental incapacity) which constitutes a continued material nonperformance by the Employee of his obligations and duties thereunder, as determined by the Board, and which (other than in the case of a violation of Section 2(a)(v)) is not remedied promptly within 30 days after receipt of written notice from the Company specifying such breach, (ii) ; commission by the Employee of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company; (iii) a material breach by the Employee of Sections 6, 7, 9 or 10, as reasonably determined by a majority of the members of the Board or a committee thereof after a hearing by the Board or a committee thereof following ten days' notice to the Employee of such hearing; (iv) a material breach by the Employee of Sections 7, 8, 9, 10, or 11; the Employee's conviction, plea of no contest or NOLO CONTENDEREnolo contendere, or unadjudicated probation for any felony or any crime involving moral turpitude; (v) the failure of the Employee to carry out, or comply with, in any material respect any lawful directive of the Board consistent with the terms of this Agreement, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; or (vi) the Employee's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Employee's duties and responsibilities under this Agreement. The Company may suspend the Employee's title and authority pending the hearing provided for in clause (iiiii) above, and such suspension shall not constitute "Good Reason" as defined below. For purposes of this Agreement, "without Cause" shall mean a termination by the Company of the Employee's employment during the Employment Period for any reason other than a termination based upon Cause, death, Disability or upon a Change of Control, as defined below.