Deemed Termination for Cause. Notwithstanding anything in this Agreement to the contrary, if (i) the Company at any time determines that Cause existed at the time of Executive’s termination or written notice thereof, (ii) Executive has breached or breaches the terms of Section 5, then upon written notice by the Company to Executive (i) the Executive’s termination shall be deemed be (or have been) terminated by the Company for Cause pursuant to Section 3(b)(iii)(1) (including for purposes of Section 4 and Section 6(g)(ii)(1)), (ii) the Company may immediately cease payments of any Basic Severance Payments and/or any Extended Severance Payments that may otherwise be due to Executive, and (iii) the Company may recover from Executive any Basic Severance Payments and/or any Extended Severance Payments that may have already been paid to Executive. The cessation and recovery of such any payments shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company with respect to the matters constituting Cause, including, without limitation, the right to specific performance and/or injunctive or other relief.
Deemed Termination for Cause. Notwithstanding anything to the contrary in this Article 4, Executive’s termination of employment will be deemed to have terminated for Cause if, after Executive’s employment has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Board, a termination for Cause. In such event, Executive acknowledges that the payment of any severance pursuant to Sections 4.1 and 4.2 will have been made in error. Accordingly, Executive will be required to pay to the Company all severance payments paid to him pursuant to Sections 4.1 or 4.2, including, without limitation, all amounts paid by the Company to reimburse Executive’s COBRA premiums any payments made to Executive during the Consulting Term. In addition, (i) the portion of the stock option referenced in Section 3.3 that vests as the result of the provisions of Sections 4.2 (the “Accelerated Option”) will immediately terminate and Executive will have no further rights with respect thereto, (ii) any shares of restricted stock referenced in Section 3.4 that vest as a result of Section 4.2 (the “Accelerated Restricted Stock”) and all outstanding shares of Company capital stock acquired by Executive as a result of exercising the Accelerated Option, will immediately be forfeited to the Company and the Company will repay to Executive any amounts he paid for such stock, unless at the time of forfeiture the then fair market value of such stock (as determined by the Board in its sole discretion) is less than the price paid by Executive for such stock, in which case such stock will be forfeited to the Company at no cost to the Company, and (iii) Executive will pay to the Company an amount equal to any gain realized by Executive from the sale of any Accelerated Restricted Stock or any capital stock acquired from the Company through the exercise of the Accelerated Option. For purposes of clause (iii) of the foregoing sentence, gain will be calculated as the amount Executive received upon disposition of the shares (but in no event less than the fair market value of the shares on the date of such disposition, as determined by the Board in its sole discretion) over the amount paid, if any, by Executive for such capital stock together with taxes paid, if any, by Executive in connection with the acquisition, vesting and/or disposition of such capital stock (which Executive will have the burden of substantiating the amount of taxes paid, if any, to the reasonable satisfaction of the Board...
