For Good Cause. If the Executive terminates his employment with the Company pursuant to Section 5(d) for Good Cause (as defined below), the Company shall pay the Executive the Severance Payment for the greater of (A) two (2) years following the Date of Termination, or (B) the time period beginning on the Date of Termination and ending on the final day of the final Employment Term determined according to Section 2, above. In addition, during the full time period described in the preceding clause (B), the Executive shall continue to participate, at his option, in all benefit plans described in Section 4(c) and pursuant thereto shall receive benefits substantially comparable to those in effect on the day before the Date of Termination, subject to any reduction or termination of such benefits similarly affecting all management personnel of the Company. Thereafter, at the Executive's own expense, the Executive and his dependents shall be entitled to any continuation of health insurance coverage rights required by any applicable law.
For Good Cause. The Company may terminate this Agreement immediately (subject to any applicable notice and cure period set forth below) upon written notice (the “Termination Notice”) to Executive for “Good Cause”, which shall be defined as Executive’s: (A) conviction of or plea of nolo contendere to a felony or any other crime involving fraud or dishonesty; (B) breach of any material term of this Agreement which is not cured within twenty (20) days of written notice to Executive or which constitutes a second instance of the same breach within a single calendar year; (C) intentional or willful breach of any material published corporate policy of the Company that is generally applicable to executives of the Company, which remains uncured after twenty (20) days’ written notice thereof to Executive or which constitutes a second violation of such policy within a single calendar year; (D) gross negligence or willful misconduct in performing his duties hereunder, or the willful failure to follow lawful directives of the Board (unless due to death or Disability), which is not cured within twenty (20) days of written notice to Executive or which constitutes a second instance of any breach within a single calendar year; (E) acts or omissions or course of conduct that constitute dishonesty, fraud, misrepresentation, embezzlement or other misappropriation or deliberate injury or attempted injury by Executive with regard to the Company; or (F) if the Executive is debarred pursuant to Section 306 of the United States Federal Food, Drug and Cosmetics Act (21 X.X.X §§000 et seq.) or 42 U.S.C. §1320a-7. In the event of a termination for Good Cause, Executive shall have no right to any severance compensation. The Company shall set forth in the Termination Notice a detailed description of the grounds for which Executive is being terminated for Good Cause, and Executive shall have the right to cure such matters to the extent provided above. In the event Executive does cure such matters in accordance with and to the extent permitted by the foregoing provisions, then the Company shall not be entitled to terminate Executive for Good Cause with respect to such cured matters, except as provided in clauses (B), (C) and (D).
For Good Cause. In the event of a termination of employment for good cause under Paragraph 8E, Employee will be entitled to receive his Base Salary through the date of termination of employment. Employee will not be entitled to receive any Annual Performance Bonus or to exercise any unexercised stock options under the Stock Option Plan.
For Good Cause. In the event Executive is terminated for good cause as defined in Section 10(c) above, he shall receive notice that his employment is terminated and shall receive regular, unpaid wages, expenses and other money due to Executive through the termination date. Executive is entitled to no other severance compensation when he is terminated for good cause as defined in Section 10(c) above.
For Good Cause. Consultant may terminate this Agreement at any time for “good cause,” which, for the purposes hereof, shall mean a material breach by the Company of this Agreement. If the Consultant terminates this Agreement for good cause, the Company shall, within seven (7) days’ of such date, pay to Consultant the Termination Fee set forth in in Section 7(d) hereof. In addition, all other benefits owing to Consultant pursuant hereto, including expense reimbursements, payments for an Assistant, Rent and Insurance shall continue to be paid by the Company for eighteen (18) months, or, at the option of the Company, such amounts may be accelerated and paid within thirty (30) days of termination for good cause.
For Good Cause. The Company may terminate the Employee’s employment with the Company at any time for Good Cause (“Good Cause Termination”). The term “Good Cause,” which shall be determined in the sole discretion of the Company, for purposes of this Agreement means: (i) the Employee being arraigned or indicted for the commission of a felony or convicted of a felony; (ii) the Employee engaging or directing in fraud, theft, dishonesty, misconduct or falsification of any employment or the Company’s records or knowledge of others engaging or directing such conduct without Employee taking appropriate action; (iii) the Employee misappropriating or embezzling the Company’s assets; (iv) the Employee engaging in conduct or activities that have or could have a material detrimental effect on the reputation or business of the Company; (v) the Employee willfully or negligently violating any governmental rule or regulation to which the Company or any of its assets or business is subject; (vi) the Employee’s inability or unwillingness to perform his job duties (other than as a result of a Disability as defined in Section 4.2 (c)) or negligence in performing his job duties; (vii) the Employee breaching the terms of this Agreement (including but not limited to the Employee’s violation of any of the provisions contained in Sections 6 or 7); (vii) the Employee violating the Company’s code of conduct or similar policy, policies against discrimination and harassment, financial policies, or policies against abuse of drugs and alcohol; (viii) the Employee violating any policy of the Company (except for policies specified elsewhere in this Section 4.2(a)), and, following receipt of notice of such violation from the Company, provided that the Company determines in its sole discretion that such violation may be subject to cure, the Employee’s failure to cure such violation within five (5) business days of the date of such notice; or (ix) the Employee engaging in other conduct, even if not in conjunction with the Employee’s duties hereunder, which could reasonably be expected to, or which does, cause the Company material economic or reputational harm or other material adverse consequence.
For Good Cause. The Company may terminate this Agreement and Executive’s employment with the Company at any time for Good Cause (“Good Cause Termination“). For purposes of this Agreement, the term “Good Cause“ shall mean: (i) unauthorized use or disclosure of the Confidential Information or Trade Secrets of the Company; (ii) any material breach of this Agreement (including Sections 4 and 5) (iii) conviction of, or plea of “guilty“ or “no contest“ to, a felony under the laws of the United States or any state thereof; (iv) misappropriation of the assets of the Company or other acts of dishonesty which have a material adverse effect on the Company or its assets; (v) for repeated wilful misconduct or gross negligence in the performance of duties assigned to the Executive under this Agreement after having received a written notice of such misconduct or gross negligence from the Board or a committee thereof; (vi) failure to perform reasonable duties assigned to the Executive under this Agreement for a period of thirty (30) continuous days following the receipt of written notice of such failure to perform from the Company; or (vii) failure to comply with the Company’s published policies or rules, as they may be in effect from time to time during the term of the Executive‘s employment and which are consistent with this Agreement for a period of thirty (30) continuous days following the receipt of written notice of such failure to comply from the Board or a committee thereof.
For Good Cause. Employer may terminate Employee's employment at any time for Good Cause (as defined below), by giving reasonable notice under the circumstances to Employee. "Good Cause" shall include, without limitation, (A) a material breach of this Agreement by Employee (where Employee fails to cure such breach within five (5) days after being notified in writing by Employer of such breach), (B) Employee's failure to perform his assigned duties without an excuse that is reasonably acceptable to Employer, (C) Employee engages in an act (or causes an act) that has a material adverse impact on the reputation, business, business relationships or financial condition of Employer, (D) the conviction of Employee of a felony or any crime involving moral turpitude, fraud or misrepresentation, (E) misappropriation or embezzlement by Employee of funds or assets of Employer, and (F) Employee's willful refusal to perform specific directives of the Board which are consistent with the scope, ethics and nature of Employee's duties and responsibilities hereunder. Notwithstanding the foregoing, "Good Cause" shall not include a situation whereby Employer asks Employee to relocate to another city and Employee declines to do so. Termination by Employer for Good Cause hereunder based on a material breach of this Agreement or for other wrongful acts committed by Employee against Employer, shall not abrogate the rights and remedies of Employer in respect of the breach or wrongful act giving rise to such termination.