Common use of Termination by Employer for Cause Clause in Contracts

Termination by Employer for Cause. Executive may be terminated for Cause (as defined below) by Employer, provided that Executive shall be permitted to attend a meeting of Employer’s Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated for Cause and, if following any such explanation by Executive, Employer’s Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “Cause” shall mean (i) the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder or under any option agreement or other incentive award agreement, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s Board, which demand identifies in reasonable detail the manner in which Employer’s Board believes that Executive has not substantially performed his duties or has breached his obligations, (ii) Executive’s engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to Employer or any of its Affiliates or (iii) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony.

Termination by Employer for Cause. Executive may be terminated for Cause cause by Employer for (as defined belowi) the willful failure of Executive substantially to perform his/her duties hereunder (other than any such failure due to Executive’s physical or mental illness) or other willful and material breach by Executive of any of his/her obligations hereunder, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s Board, provided which demand identifies in reasonable detail the manner in which Employer’s Board believes that Executive has not substantially performed his/her duties or has breached his/her obligations, (ii) Executive’s engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to Employer or any of its Affiliates, (iii) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony, or (iv) Executive’s material violation of the requirements of federal or state securities law, rule or regulation, in cases involving fraud or deceit, or violation of Employer’s ixxxxxx xxxxxxx policy. Any item of conduct in the previous sentence shall constitute “Cause.” Executive’s conduct need not result in monetary or financial loss to constitute Cause. Executive shall be permitted to attend a meeting of Employer’s Board within 30 days after delivery to him him/her of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he he/she should not be terminated for Cause and, if following any such explanation by Executive, Employer’s Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “Cause” shall mean (i) the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder or under any option agreement or other incentive award agreement, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s Board, which demand identifies in reasonable detail the manner in which Employer’s Board believes that Executive has not substantially performed his duties or has breached his obligations, (ii) Executive’s engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to Employer or any of its Affiliates or (iii) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony.

Termination by Employer for Cause. Executive may be terminated for Cause (as defined below) cause by Employer, provided that Executive shall be permitted to attend a meeting of Employer’s Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated Employer for Cause and, if following any such explanation by Executive, Employer’s Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “Cause” shall mean (i) the willful failure of Executive substantially to perform his his/her duties hereunder (other than any such failure due to Executive’s 's physical or mental illness) or other willful and material breach by Executive of any of his his/her obligations hereunder or under any option agreement or other incentive award agreementhereunder, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s 's Board, which demand identifies in reasonable detail the manner in which Employer’s 's Board believes that Executive has not substantially performed his his/her duties or has breached his his/her obligations, (ii) Executive’s 's engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to Employer or any of its Affiliates or Affiliates, (iii) Executive’s 's conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony, or (iv) Executive's material violation of the requirements of federal or state securities law, rule or regulation, in cases involving fraud or deceit, or violation of Employer's xxxxxxx xxxxxxx policy. Any item of conduct in the previous sentence shall constitute “Cause.” Executive's conduct need not result in monetary or financial loss to constitute Cause. Executive shall be permitted to attend a meeting of Employer's Board within 30 days after delivery to him/her of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he/she should not be terminated for Cause and, if following any such explanation by Executive, Employer's Board determines that Employer does not have Cause to terminate Executive's employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect.

Termination by Employer for Cause. Executive Executive's employment with --------------------------------- Employer may be terminated by Employer for Cause (as defined below) by Employer), provided -------- that Executive shall be permitted to attend a meeting of Employer’s the Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated for Cause and, if following any such explanation by Executive, Employer’s the Board determines that Employer does not have Cause to terminate Executive’s 's employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “"Cause” " shall mean (i) the willful failure - of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s 's physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder or under any option agreement or other incentive award agreementhereunder, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s the Board, which demand identifies in reasonable detail the manner in which Employer’s the Board believes that Executive has not substantially performed his duties or has breached his obligations, (ii) Executive’s 's dishonesty or engaging in willful and serious -- misconduct, which misconduct that has caused or is reasonably expected to result in direct or indirect material injury to Employer or any of its Affiliates or (iii) --- Executive’s 's conviction of, or entering a plea of guilty or nolo contendere to, a ---- ---------- crime that constitutes a felony.

Termination by Employer for Cause. Executive may be terminated for Cause cause by Employer for (as defined belowi) the willful failure of Executive substantially to perform his/her duties hereunder (other than any such failure due to Executive’s physical or mental illness) or other willful and material breach by Executive of any of his/her obligations hereunder, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s Board, provided which demand identifies in reasonable detail the manner in which Employer’s Board believes that Executive has not substantially performed his/her duties or has breached his/her obligations, (ii) Executive’s engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to Employer or any of its Affiliates, (iii) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony, or (iv) Executive’s material violation of the requirements of federal or state securities law, rule or regulation, in cases involving fraud or deceit, or violation of Employer’s xxxxxxx xxxxxxx policy. Any item of conduct in the previous sentence shall constitute “Cause.” Executive’s conduct need not result in monetary or financial loss to constitute Cause. Executive shall be permitted to attend a meeting of Employer’s Board within 30 days after delivery to him him/her of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he he/she should not be terminated for Cause and, if following any such explanation by Executive, Employer’s Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “Cause” shall mean (i) the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder or under any option agreement or other incentive award agreement, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s Board, which demand identifies in reasonable detail the manner in which Employer’s Board believes that Executive has not substantially performed his duties or has breached his obligations, (ii) Executive’s engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to Employer or any of its Affiliates or (iii) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony.

Termination by Employer for Cause. Executive The Employee's employment may be terminated for Cause (as defined below) "Cause" by Employer, provided that Executive shall be permitted to attend a meeting of Employer’s Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated for Cause and, if following any such explanation by Executive, Employer’s Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “"Cause” " shall mean (i) the willful failure of Executive the Employee substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illnessDisability) or other willful and material breach by Executive for a period of any of his obligations hereunder or under any option agreement or other incentive award agreement, three business days after a written demand for substantial performance has been delivered, and a reasonable opportunity is delivered to cure has been given, to Executive the Employee by Employer’s 's Board, which demand written notice identifies in reasonable detail the manner in which Employer’s 's Board believes that Executive the Employee has not substantially performed his duties or has breached his obligationsduties, (ii) Executive’s in the reasonable judgment of the Board, the Employee's engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury injurious to Employer or any of its Affiliates or affiliates, (iii) Executive’s the Employee's conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony, (iv) the violation by the Employee of any federal or state securities law, other than an immaterial violation of a procedural law, or (v) the willful and material breach by the Employee of any of his material obligations hereunder, or the breach by the Employee of any written covenant or agreement with Employer or any of its affiliates not to disclose any information pertaining to Employer or any of its affiliates, not to compete or interfere with Employer or any of its affiliates or with respect to any take-along or similar covenants applicable to the Shares, Options or any other common stock of Holding held by the Employee, including without limitation the covenants set forth in Sections 8, 9, 10 and 11 hereof.

Termination by Employer for Cause. Executive may be terminated for Cause (as defined below) cause by Employer, provided that Executive shall be permitted to attend a meeting of Employer’s Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated Employer for Cause and, if following any such explanation by Executive, Employer’s Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “Cause” shall mean (i) the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder or under any option agreement or other incentive award agreementhereunder, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s Board, which demand identifies in reasonable detail the manner in which Employer’s Board believes that Executive has not substantially performed his duties or has breached his obligations, (ii) Executive’s engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to Employer or any of its Affiliates or Affiliates, (iii) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony, or (iv) Executive’s material violation of the requirements of federal or state securities law, rule or regulation, in cases involving fraud or deceit, or violation of Employer’s ixxxxxx xxxxxxx policy. Any item of conduct in the previous sentence shall constitute “Cause.” Executive’s conduct need not result in monetary or financial loss to constitute Cause. Executive shall be permitted to attend a meeting of Employer’s Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 6(b) to explain why he should not be terminated for Cause and, if following any such explanation by Executive, Employer’s Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect.

Termination by Employer for Cause. Executive may be terminated for Cause (as defined below) by Employer, provided that Executive shall be permitted to attend a meeting of Employer’s 's Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated for Cause and, if following any such explanation by Executive, Employer’s 's Board determines that Employer does not have Cause to terminate Executive’s 's employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “"Cause” " shall mean (i) the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s 's physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder or under any option agreement or other incentive award agreement, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s 's Board, which demand identifies in reasonable detail the manner in which Employer’s 's Board believes that Executive has not substantially performed his duties or has breached his obligations, (ii) Executive’s 's engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to Employer or any of its Affiliates or (iii) Executive’s 's conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony.

Termination by Employer for Cause. Executive may be terminated Employer may, at its option, terminate this Agreement and Executive’s employment hereunder for Cause (as defined below) by Employerupon giving notice of termination to Executive. As used in this Agreement, provided that Executive shall be permitted to attend a meeting of Employer’s Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated for Cause and, if following any such explanation by Executive, Employer’s Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “Cause” shall mean that the Board in its good faith opinion concludes that any of the following events has occurred: (i) the continued and willful failure of Executive substantially to perform his substantially Executive’s material duties hereunder to Employer (other than any such failure resulting from incapacity due to Executive’s physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder or under any option agreement or other incentive award agreement), after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, is delivered to Executive by Employer’s Board, Employer which demand specifically identifies in reasonable detail the manner in which Employer’s Board Employer believes that Executive has not substantially performed his Executive’s material duties or and a reasonable time for such substantial performance has breached his obligations, elapsed since delivery of such demand; (ii) Executive’s engaging in willful and serious misconduct that Executive has caused been convicted of or is reasonably expected to result in material injury to Employer or any of its Affiliates or (iii) Executive’s conviction of, or entering a plea of guilty or pleaded nolo contendere to, (a) a felony or (b) another crime involving dishonesty or theft; (iii) there has been a material breach by Executive of Executive’s material obligations under this Agreement or the Covenants Agreement (as defined in Section 5.03 below) that constitutes substantially impairs Employer’s interest in this Agreement or the Covenants Agreement; provided, however, if such breach is subject to cure, then such breach shall not constitute “Cause” unless Executive has not substantially cured such breach within a felony.reasonable period after written notice from Employer (which specifically describes such breach) is received by Executive;

Termination by Employer for Cause. Executive At any time during the Period of Employment, Employer may be terminated terminate Executive's employment hereunder for Cause (as defined below) if such termination is approved by Employer, provided that Executive shall be permitted to attend not less than a meeting majority of Employer’s Board within 30 days after delivery to him the entire membership of a Notice the Board. For purposes of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated for Cause and, if following any such explanation by Executive, Employer’s Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “Agreement "Cause” " shall mean any of the following: (i) the willful and continued failure of Executive substantially to perform his the Executive's duties hereunder under this Agreement (other than any such failure due to Executive’s as a result of a medically-determinable physical or mental illness) illness or other willful and material breach by Executive of any of his obligations hereunder or under any option agreement or other incentive award agreementinjury), after the Board delivers to Executive a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s Board, which demand that specifically identifies in reasonable detail the manner in which Employer’s the Board believes that Executive has not substantially performed his Executive's duties or and such nonperformance has breached his obligationscontinued for more than thirty (30) days following Executive’s receipt of such written notice (provided, however, that Executive shall not be deemed to be in nonperformance if within such 30-day time period following receipt by Executive of such notice Executive has taken steps reasonably calculated to resolve such nonperformance); (ii) any act or omission by the Executive which has a material adverse effect on the financial interests, reputation, goodwill or business affairs of Employer; (iii) a violation of policies and procedures of Employer which, in the reasonable discretion of the Board, is grounds for termination of employment; (iv) a breach by Executive of the covenants contained in Paragraph 5 of this Agreement; (v) any act or omission by Executive which, if convicted by a court of law, would constitute a felony; or involves disloyalty, dishonesty, or insubordination in Executive’s engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to Employer 's relations with Employer, the Board, other employees, or any of its Affiliates Employer's customers; (vi) any act or omission which is an intentional violation of the written policies of Employer; or (iiivii) Executive’s conviction of, any act or entering omission which results in a plea breach of guilty any term or nolo contendere to, a crime that constitutes a felonycondition of this Agreement.

Termination by Employer for Cause. Executive may be terminated Employer may, at its option, terminate this Agreement and Employee’s employment hereunder for Cause (as defined belowherein) by Employerupon giving notice of termination to Employee (following the expiration of the applicable cure period, provided if any) which notice specifies that Executive Employer deems such termination to be for “Cause” hereunder and specifies in reasonable detail the grounds for such “Cause.” Employee’s employment shall terminate on the date on which such notice shall be permitted to attend a meeting of Employer’s Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated for Cause andgiven. For purposes hereof, if following any such explanation by Executive, Employer’s Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “Cause” shall mean Employee’s (i) the willful failure conviction of, guilty plea to or confession of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness) or other willful and material breach by Executive guilt of any of his obligations hereunder or under any option agreement or other incentive award agreement, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s Board, which demand identifies in reasonable detail the manner in which Employer’s Board believes that Executive has not substantially performed his duties or has breached his obligationsfelony, (ii) Executive’s engaging willful misconduct or gross negligence in the performance of services hereunder, willful and serious misconduct that has caused act or omission constituting dishonesty, fraud or other malfeasance, whether occurring before or during employment with Employer, which in any such case is reasonably expected materially injurious (monetarily or otherwise) to result in material injury to the business, prospects, or operations of Employer or any controlled affiliate of its Affiliates or Employer and which, if curable, remains uncured (to the reasonable satisfaction of the Board) for thirty (30) days after Employer provides written notice thereof to Employee, (iii) Executiveafter a written warning and a 30-day opportunity to cure such violation, continued willful material violation by Employee of Employer’s conviction ofwritten policies or procedures as uniformly applicable to all executive employees of Employer and as in effect from time to time, or entering (iv) after a plea written warning and a 30-day opportunity to cure such non-performance and breach, continued willful failure to perform Employee’s material duties hereunder or other material breach of guilty or nolo contendere tothis Agreement (including, without limitation, a crime breach of any of Employee’s obligations under Article V hereof); provided, however, that constitutes in the case of any act or omission described in clauses (ii), (iii) and/or (iv) above which is or are not capable of cure, Employer shall not be required to give such 30-day opportunity to cure same prior to any termination therefor; and provided further, however, that in the event that Employer shall have previously given such 30-day opportunity to cure a felonyspecific act of Employee described in clauses (ii), (iii) or (iv) above during the immediately preceding one (1) year, Employer shall not again be required to give such 30-day cure period for any second specific act which is the same act so committed by Employee as described in such clause (ii), (iii) or (iv), respectively.

Termination by Employer for Cause. Executive Employer may be terminated terminate the Term immediately, upon written notice to Employee, for Cause (as defined below) by EmployerCause. For purposes of this Agreement, provided that Executive Employer shall be permitted to attend a meeting of Employer’s Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated for Cause and, if following any such explanation by Executive, Employer’s Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “Cause” shall mean to terminate the Term only if the Board determines that, on or after the Effective Date with respect to events that occur on or after the Effective Date, there has been (i) fraud, misappropriation, embezzlement, or misconduct constituting serious criminal activity on the willful failure part of Executive substantially to perform his duties hereunder Employee or (other than any such failure due to Executive’s physical or mental illnessii) or other willful and material breach violations of material policies of the CyrusOne Group by Executive of any of the Employee in connection with his obligations hereunder employment that results, or under any option agreement is reasonably likely to result, in material financial or other incentive award agreementreputational damage to the CyrusOne Group; provided, after a written demand for substantial performance has been deliveredhowever, and a reasonable opportunity to cure has been giventhat, to Executive by Employer’s Board, which demand identifies in reasonable detail the manner in which Employer’s Board believes that Executive has not substantially performed his duties or has breached his obligations, extent such violation under the foregoing clause (ii) Executive’s engaging is curable, Employer has given Employee written notice setting forth in willful reasonable specificity the event(s) or circumstance(s) that it believes constitutes Cause and serious misconduct that Employee has caused failed to cure such event(s) or is reasonably expected circumstance(s) within fifteen (15) days after having received such written notice from Employer. Upon termination for Cause, Employer shall pay Employee only the Accrued Obligations and the Sign-On Award shall be forfeited. Upon a termination for Cause, Employee shall immediately deliver to result in material injury to Employer or any the Board his resignation as a member of its Affiliates or (iii) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felonythe Board.

Termination by Employer for Cause. Executive Executive's employment with --------------------------------- Employer may be terminated by Employer for Cause (as defined below) by Employer), provided -------- that Executive shall be permitted to attend a meeting of Employer’s the Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section Sec tion 7(b) to explain why he should not be terminated for Cause and, if following any such explanation by Executive, Employer’s the Board determines that Employer does not have Cause to terminate Executive’s 's employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “"Cause” " shall mean (i) the willful failure - of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s 's physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder or under any option agreement or other incentive award agreementhereunder, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s the Board, which demand identifies in reasonable detail the manner in which Employer’s the Board believes that Executive has not substantially performed his duties or has breached his obligations, (ii) Executive’s 's dishonesty or engaging in willful and serious -- misconduct, which misconduct that has caused or is reasonably expected to result in direct or indirect material injury to Employer or any of its Affiliates or (iii) --- Executive’s 's conviction of, or entering a plea of guilty or nolo contendere to, a ---- ---------- crime that constitutes a felony.

Termination by Employer for Cause. Executive's employment under this Agreement shall terminate immediately upon written notice from Employer to Executive may be terminated of termination for Cause (cause, and Employer shall have no further obligation pursuant to this Agreement. For purposes of this Section 4.4, the term "for cause" shall mean and include any of the following events: fraud, misappropriation or embezzlement by Executive involving Employer or any subsidiary or affiliate thereof; the conviction in any jurisdiction of Executive for any crime involving moral turpitude or which constitutes a felony; Executive's demonstrated voluntary unwillingness to perform his duties, including Executive's failure or refusal to carry out or perform such actions or duties as defined below) he is specifically directed to carry out or perform by the President and Chief Executive Officer of Employer, provided that Executive shall be permitted to attend a meeting of Employer’s Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated for Cause and, if following required to perform any such explanation by Executive, Employer’s Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force illegal or effect. “Cause” shall mean (i) unethical act; the willful failure engaging by Executive in conduct which has or could reasonably be expected to have a material adverse effect on Employer or any of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical its subsidiaries or mental illness) affiliates; or other willful and the material breach by Executive of any representations, warranties, agreements or covenants made by Executive in this Agreement or any other agreement between Employer and Executive. In the event of his obligations hereunder termination of this Agreement by Employer for cause, Executive shall be entitled to no further compensation except compensation pursuant to Sections 3.1.a or under any option agreement or other incentive award agreement3.1.b, after a written demand for substantial performance has been delivered3.1c, 3.1d. Or 3.1e, which may have accrued prior to such termination, and a reasonable opportunity to cure has been given, to Executive by Employer’s Board, which demand identifies in reasonable detail the manner in which Employer’s Board believes that Executive has not substantially performed his duties or has breached his obligations, (ii) Executive’s engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to Employer or any of its Affiliates or (iii) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felonyshall have no further obligation hereunder.

Termination by Employer for Cause. Executive may be terminated for Cause (as defined below) "Cause" by Employer; provided, provided however, that Executive and/or his representative shall be permitted to attend a meeting of Employer’s 's Board within 30 thirty days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated for Cause and, if following any such explanation by Executive, Employer’s 's Board determines that Employer does not have Cause to terminate Executive’s 's employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “"Cause” " shall mean (i) the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder or under any option agreement or other incentive award agreementmaterial agreements entered into by and between Employer and Executive, after a written demand for substantial performance has been deliveredis delivered (specifying in reasonable detail the failure to perform or breach) is delivered to Executive, and upon the recommendation of the CEO, a reasonable opportunity to cure has been given, is given to Executive by Employer’s Board, which demand identifies in reasonable detail the manner in which Employer’s Board believes that Executive has not substantially performed his duties or has breached his obligationsExecutive, (ii) Executive’s 's engaging in willful and serious misconduct that has caused or is would reasonably be expected to result in material injury to Employer or any of its Affiliates affiliates, or (iii) Executive’s 's conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony.

Termination by Employer for Cause. During the portion of the Employment Period that Executive serves as President and Chief Executive Officer of Employer pursuant to Section 2(b)(i) , Executive may be terminated for Cause (as defined below) “Cause” by Employer; provided, provided however, that Executive shall be permitted to attend a meeting of Employer’s Board within 30 thirty days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated for Cause and, if following any such explanation by Executive, Employer’s Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “Cause” shall mean (i) the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder or under any option agreement or other incentive award agreementthe Option Agreement, after a written demand for substantial performance has been is delivered, and a reasonable opportunity to cure has been is given, to Executive by Employer’s Board, which demand identifies in reasonable detail the manner in which Employer’s Board believes that Executive has not substantially performed his duties or has breached his obligations, (ii) Executive’s engaging in willful and serious misconduct that has caused or is would reasonably be expected to result in material injury to Employer or any of its Affiliates affiliates or (iii) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony.

Termination by Employer for Cause. Executive may be terminated for Cause (as defined below) cause by Employer, provided that Executive shall be permitted to attend a meeting of Employer’s Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated Employer for Cause and, if following any such explanation by Executive, Employer’s Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “Cause” shall mean (i) the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder or under any option agreement or other incentive award agreementhereunder, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s Employer Board, which demand identifies in reasonable detail the manner in which Employer’s Employer Board believes that Executive has not substantially performed his duties or has breached his obligations, (ii) Executive’s engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to Employer or any of its Affiliates or Affiliates, (iii) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony, or (iv) Executive’s material violation of the requirements of federal or state securities law, rule or regulation, in cases involving fraud or deceit, or violation of Employer’s ixxxxxx xxxxxxx policy. Any item of conduct in the previous sentence shall constitute “Cause.” Executive’s conduct need not result in monetary or financial loss to constitute Cause. Executive shall be permitted to attend a meeting of Employer Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated for Cause and, if following any such explanation by Executive, Employer Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect.

Termination by Employer for Cause. Executive's employment under this Agreement shall terminate immediately upon written notice from Employer to Executive may be terminated of termination for Cause (cause, and Employer shall have no further obligation pursuant to this Agreement. For purposes of this Section 4.4, the term "for cause" shall mean and include any of the following events: fraud, misappropriation or embezzlement by Executive involving Employer or any subsidiary or affiliate thereof; the conviction in any jurisdiction of Executive for any crime involving moral turpitude or which constitutes a felony; Executive's demonstrated voluntary unwillingness to perform his duties, including Executive's failure or refusal to carry out or perform such actions or duties as defined below) he is specifically directed to carry out or perform by the President and Chief Executive Officer of Employer, provided that Executive shall be permitted to attend a meeting of Employer’s Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated for Cause and, if following required to perform any such explanation by Executive, Employer’s Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force illegal or effect. “Cause” shall mean (i) unethical act; the willful failure engaging by Executive in conduct which has or could reasonably be expected to have a material adverse effect on Employer or any of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical its subsidiaries or mental illness) affiliates; or other willful and the material breach by Executive of any representations, warranties, agreements or covenants made by Executive in this Agreement or any other agreement between Employer and Executive. In the event of his obligations hereunder termination of this Agreement by Employer for cause, Executive shall be entitled to no further compensation except compensation pursuant to Sections 3.1.a, 3.1.b, 3.1.c or under any option agreement 3.1.d or other incentive award agreement, after a written demand for substantial performance has been delivered3.1.e.ii which may have accrued prior to such termination, and a reasonable opportunity to cure has been given, to Executive by Employer’s Board, which demand identifies in reasonable detail the manner in which Employer’s Board believes that Executive has not substantially performed his duties or has breached his obligations, (ii) Executive’s engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to Employer or any of its Affiliates or (iii) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felonyshall have no further obligation hereunder.

Termination by Employer for Cause. During the Employment Period, Executive may be terminated for Cause (as defined below) "Cause" by Employer; provided, provided however, that Executive shall be permitted to attend a meeting of Employer’s 's Board within 30 thirty days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated for Cause and, if following any such explanation by Executive, Employer’s 's Board determines that Employer does not have Cause to terminate Executive’s 's employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “"Cause” " shall mean (i) the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder or under any option agreement or other incentive award agreementthe Option Agreement, after a written demand for substantial performance has been is delivered, and a reasonable opportunity to cure has been is given, to Executive by Employer’s 's Board, which demand identifies in reasonable detail the manner in which Employer’s 's Board believes that Executive has not substantially performed his duties or has breached his obligations, (ii) Executive’s 's engaging in willful and serious misconduct that has caused or is would reasonably be expected to result in material injury to Employer or any of its Affiliates affiliates or (iii) Executive’s 's conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony.

Termination by Employer for Cause. Executive may be terminated for Cause cause by Employer for (as defined belowi) the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given to Executive by the Executive by the, President and Chief Executive Officer of the Company, which demand identifies in reasonable detail the manner in which the Executive by the President and Chief Executive Officer of the Company believes that Executive has not substantially performed his duties or has breached his obligations, (ii) Executive’s engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to Employer or any of its Affiliates, (iii) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony, or (iv) Executive’s material violation of the requirements of federal or state securities law, rule or regulation, in cases involving fraud or deceit, or violation of Employer, provided that ’s xxxxxxx xxxxxxx policy. Any item of conduct in the previous sentence shall constitute “Cause.” Executive’s conduct need not result in monetary or financial loss to constitute Cause. Executive shall be permitted to attend a meeting of Employer’s Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated for Cause and, if following any such explanation by Executive, Employer’s Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “Cause” shall mean (i) the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder or under any option agreement or other incentive award agreement, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s Board, which demand identifies in reasonable detail the manner in which Employer’s Board believes that Executive has not substantially performed his duties or has breached his obligations, (ii) Executive’s engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to Employer or any of its Affiliates or (iii) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony.

Termination by Employer for Cause. Executive may be terminated for Cause cause by Employer for (as defined belowi) the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s Board, provided which demand identifies in reasonable detail the manner in which Employer’s Board believes that Executive has not substantially performed his duties or has breached his obligations, (ii) Executive’s engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to Employer or any of its Affiliates, (iii) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony, or (iv) Executive’s material violation of the requirements of federal or state securities law, rule or regulation, in cases involving fraud or deceit, or violation of Employer’s xxxxxxx xxxxxxx policy. Any item of conduct in the previous sentence shall constitute “Cause.” Executive’s conduct need not result in monetary or financial loss to constitute Cause. Executive shall be permitted to attend a meeting of Employer’s Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated for Cause and, if following any such explanation by Executive, Employer’s Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “Cause” shall mean (i) the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder or under any option agreement or other incentive award agreement, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s Board, which demand identifies in reasonable detail the manner in which Employer’s Board believes that Executive has not substantially performed his duties or has breached his obligations, (ii) Executive’s engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to Employer or any of its Affiliates or (iii) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony.

Termination by Employer for Cause. Executive Executive's employment with --------------------------------- Employer may be terminated by Employer for Cause (as defined below) by Employer), provided -------- that Executive shall be permitted to attend a meeting of Employer’s the Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section Sec tion 7(b) to explain why he should not be terminated for Cause and, if following any such explanation by Executive, Employer’s the Board determines that Employer does not have Cause to terminate Executive’s 's employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “"Cause” " shall mean (i) the willful failure - of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s 's physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder or under any option agreement or other incentive award agreementhereunder, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s the Board, which demand identifies in reasonable detail the manner in which Employer’s the Board believes that Executive has not substantially performed his duties or has breached his obligations, (ii) -- Executive’s 's dishonesty or engaging in willful and serious misconduct, which misconduct that has caused or is reasonably expected to result in direct or indirect material injury to Employer or any of its Affiliates or (iii) Executive’s 's --- conviction of, or entering a plea of guilty or nolo contendere to, a crime that ---- ---------- constitutes a felony.

Termination by Employer for Cause. Executive Executive's employment with --------------------------------- Employer may be terminated by Employer for Cause (as defined below) by Employer), provided -------- that Executive shall be permitted to attend a meeting of Employer’s the Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section Sec tion 7(b) to explain why he should not be terminated for Cause and, if following any such explanation by Executive, Employer’s the Board determines that Employer does not have Cause to terminate Executive’s 's employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “"Cause” " shall mean (i) the willful failure - of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s 's physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder or under any option agreement or other incentive award agreementhereunder, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s the Board, which demand identifies in reasonable detail the manner in which Employer’s the Board believes that Executive has not substantially performed his duties or has breached his obligations, (ii) Executive’s 's dishonesty or engaging in willful and serious -- misconduct, which misconduct that has caused or is reasonably expected to result in direct or indirect material injury to Employer or any of its Affiliates or (iii) Executive’s 's conviction of, or entering a plea --- of guilty or nolo contendere to, a crime that constitutes a felony.. ---- ----------

Termination by Employer for Cause. Executive may be terminated for Cause (as defined below) cause by Employer, provided that Executive shall be permitted to attend a meeting of Employer’s Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated Employer for Cause and, if following any such explanation by Executive, Employer’s Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “Cause” shall mean (i) the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder or under any option agreement or other incentive award agreementhereunder, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s Board, which demand identifies in reasonable detail the manner in which Employer’s Board believes that Executive has not substantially performed his duties or has breached his obligations, (ii) Executive’s engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to Employer or any of its Affiliates or Affiliates, (iii) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony, or (iv) Executive’s material violation of the requirements of federal or state securities law, rule or regulation, in cases involving fraud or deceit, or violation of Employer’s ixxxxxx xxxxxxx policy. Any item of conduct in the previous sentence shall constitute “Cause.” Executive’s conduct need not result in monetary or financial loss to constitute Cause. Executive shall be permitted to attend a meeting of Employer’s Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he/she should not be terminated for Cause and, if following any such explanation by Executive, Employer’s Board determines that Employer does not have Cause to terminate Executive’s employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect.

Termination by Employer for Cause. Executive may be terminated for Cause (as defined below) by Employer, provided that Executive shall be permitted to attend a meeting of Employer’s 's Board within 30 days after delivery to him of a Notice of Termination (as defined below) pursuant to this Section 7(b) to explain why he should not be terminated for Cause and, if following any such explanation by Executive, Employer’s 's Board determines that Employer does not have Cause to terminate Executive’s 's employment, any such prior Notice of Termination delivered to Executive shall thereupon be withdrawn and of no further force or effect. “"Cause” " shall mean (i) the willful failure of Executive substantially to perform his duties hereunder (other than any such failure due to Executive’s 's physical or mental illness) or other willful and material breach by Executive of any of his obligations hereunder or under any option agreement or other incentive award agreementthe Option Agreement, after a written demand for substantial performance has been delivered, and a reasonable opportunity to cure has been given, to Executive by Employer’s 's Board, which demand identifies in reasonable detail the manner in which Employer’s 's Board believes that Executive has not substantially performed his duties or has breached his obligations, (ii) Executive’s 's engaging in willful and serious misconduct that has caused or is reasonably expected to result in material injury to Employer or any of its Affiliates or (iii) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony.reasonably