Common use of Termination by the Company for Due Cause Clause in Contracts

Termination by the Company for Due Cause. Nothing herein shall prevent the Company from terminating the Executive's employment for Due Cause. The Executive shall continue to receive the salary provided for in this Agreement only through the period ending with the date of such termination as provided in this Paragraph 4(c). Any rights and benefits he may have under employee benefit plans and programs of the Company shall be determined in accordance with the terms of such plans and programs. The term "Due Cause," as used herein, shall mean (i) an act or acts of dishonesty on the Executive's part which are intended to result in the Executive's substantial personal enrichment at the expense of the Company or (ii) repeated material violations by the Executive of the Executive's obligations hereunder (1) which are demonstrably willful and deliberate on the Executive's part, (2) which are not due to the Disability of the Executive (within the meaning of Paragraph 4(c) but without regard to the requirement that it continue for more than six months and provided that any determination of the Executive's Disability is made in good faith by the Executive's physician) and (3) which have not been cured by the Executive within a reasonable time after written notice to the Executive specifying the nature of such violations. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Due Cause without (1) reasonable notice to the Executive setting forth the reasons for the Company's intention to terminate for Due Cause, (2) an opportunity for the Executive, together with his counsel, to be heard before the Board, and (3) delivery to the Executive of a Notice of Termination from the Board finding that in the good faith opinion of three-quarters (3/4) of the Board the Executive was guilty of conduct set forth above in clause (i) or (ii) hereof, and specifying the particulars thereof in detail.

Termination by the Company for Due Cause. Nothing herein shall prevent the The Company from terminating may terminate the Executive's employment for Due Cause. The Executive shall continue to receive the salary provided for in this Agreement only through the period ending with the date of such termination as provided in this Paragraph 4(c)termination. Any rights and benefits he may have under employee benefit plans and programs of the Company shall be determined in accordance with the terms of such plans and programs. The term "Except as provided in the two immediately preceding sentences, after termination of employment for Due Cause," as used herein, shall mean (i) an act or acts of dishonesty on the Executive's part which are intended to result in the Executive's substantial personal enrichment at the expense of the Company or (ii) repeated material violations by the Executive of the Executive's obligations hereunder (1) which are demonstrably willful and deliberate on the Executive's part, (2) which are not due to the Disability of the Executive (within the meaning of Paragraph 4(c) but without regard to the requirement that it continue for more than six months and provided that any determination of the Executive's Disability is made in good faith by the Executive's physician) and (3) which have not been cured by the Executive within a reasonable time after written notice to the Executive specifying the nature of such violations. Notwithstanding the foregoing, the Executive shall not be deemed entitled to have been terminated any compensation or benefits from the Company or hereunder. "Due Cause," for Due Cause without purposes of this Agreement, means (1i) reasonable notice the Executive's committing or engaging in (A) any fraud or theft, misappropriation or embezzlement of funds or other assets of the Company or its customers, vendors, or joint venture partners, or (B) any negligent or reckless acts resulting in or causing material reputational or other material harm or damage to the Executive setting forth the reasons for the Company's intention to terminate for Due CauseCompany or its subsidiaries, (2) an opportunity for the Executive, together with his counsel, to be heard before the Board, and (3) delivery to the Executive of a Notice of Termination from the Board finding that in the good faith opinion of three-quarters (3/4) reasonable judgment of the Board Board; (ii) the conviction of the Executive was for, or the Executive's plea of guilty or nolo contendere to: (X) any felony or (Y) any other crime (whether or not connected with the Executive's employment); but in each of conduct set forth the above cases, only if such felony or crime involves fraud or moral turpitude or has or could have the effect, in clause the Board's reasonable and good faith determination, of causing material reputational or other material harm or damage to the Company or its subsidiaries; (iii) any repeated failure of the Executive to be actively engaged in his duties, which failure has not been cured within fifteen (15) days after written notice thereof from the Board specifying in reasonable detail such failure; (iv) the Executive's violation of any reasonable written direction (including any such direction contained in the minutes of any meeting of the Board) or any rule or regulation established by the Board, which violation has not been cured (if curable) by the Executive within fifteen (15) days after written notice thereof from the Board specifying in reasonable detail the violation; (v) any material breach by the Executive of his obligations to the Company (or failure of the Executive to substantially perform his duties) (including any failure to comply with any policies of the Company or the terms of this Agreement or the Loyalty Agreement), which failure has not been cured (if curable) by the Executive within 15 days after written notice thereof from the Board specifying in reasonable detail the failure or breach; or (vi) the Executive's use of (i) or illegal drugs, (ii) hereofany illegal substance, or (iii) excessive use of alcohol; in each case only in such a manner that materially interferes with the performance of his duties under this Agreement and specifying includes the particulars Executive's failure to take steps to remedy, or seek treatment for, such use within a medically reasonable period of time after written notice thereof in detailfrom the Board.

Termination by the Company for Due Cause. Nothing herein shall ---------------------------------------- prevent the Company from terminating the Executive's employment Employee for Due Cause. The Executive Employee shall continue to receive the salary payments provided for in this Agreement only through the period ending with the date of such termination as provided in this Paragraph 4(c)Section. Any rights and benefits he may have under employee benefit plans and programs of the Company Company, generally, shall be determined in accordance with the terms and provisions of such plans and programs. The term "Due Cause," as used herein, shall mean that (i) an act or acts of dishonesty on the Executive's part which are intended to result in the Executive's substantial personal enrichment at the expense of Employee has committed a serious criminal act, such as embezzlement, against the Company or a felony involving moral turpitude or (ii) repeated Employee, in carrying out his duties hereunder, has been guilty of willful misconduct, resulting in either case in material violations harm to the Company; provided, in any event, Employee shall be given written notice by the Executive a majority of the Executive's obligations hereunder (1) which are demonstrably willful and deliberate on the Executive's part, (2) which are not due to the Disability Board of Directors of the Executive (within the meaning of Paragraph 4(c) but without regard to the requirement Company that it continue for more than six months and provided that any determination of the Executiveintends to terminate Employee's Disability is made in good faith by the Executive's physician) and (3) which have not been cured by the Executive within a reasonable time after written notice to the Executive specifying the nature of such violations. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated employment for Due Cause without (1) reasonable under this Section, which written notice to shall specify the Executive setting forth act or acts upon the reasons for basis of which the Company's intention to terminate for Due Cause, (2) an opportunity for the Executive, together with his counsel, to be heard before the Board, and (3) delivery to the Executive of a Notice of Termination from the Board finding that in the good faith opinion of three-quarters (3/4) majority of the Board of Directors of the Executive was guilty of conduct set forth above in clause (i) or (ii) hereofCompany intends so to terminate Employee's employment, and specifying Employee shall then be given the particulars thereof in detailopportunity, within fifteen (15) days of his receipt of such notice, to have a meeting with the Board of Directors of the Company to discuss such act or acts.

Termination by the Company for Due Cause. Nothing herein shall prevent the Company from terminating the ExecutiveEmployee's employment at any time for “Due Cause” (as hereinafter defined). The Executive Employee shall continue to receive the salary Base Salary provided for in this Agreement only through the period ending with the date of such termination as provided in this Paragraph 4(c)termination. Any rights and benefits he the Employee may have under employee benefit plans and programs of the Company shall be determined in accordance with the terms of such plans and programs. The term "Except as provided in the two immediately preceding sentences, after termination of employment for Due Cause," as used herein, the Employee shall mean not be entitled to any compensation or benefits from the Company or hereunder. For purposes of this Agreement, “Due Cause” shall mean: (i) an act or acts of dishonesty on a material breach by the Executive's part which are intended to result in the Executive's substantial personal enrichment at the expense Employee of the Company Employee's duties and obligations under this Agreement or (ii) repeated violation in any material violations by respect of any code or standard of conduct generally applicable to the Executive officers of the ExecutiveCompany, including, but not limited to, the Company's obligations hereunder Code of Ethics and Business Conduct, (1) which are demonstrably is willful and deliberate on the ExecutiveEmployee's part, (2) which are is not due to the Disability of the Executive Employee (within the meaning of Paragraph 4(cSubsection 4(b) but without regard to the requirement that it continue for more than six months and provided that any determination of the Executive's Disability is made in good faith by the Executive's physician) and or 180 days within a 270-day period), (3) which have is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company, and (4) which, if curable, has not been cured by the Executive Employee within a reasonable time 15 business days after written the Employee's receipt of notice to the Executive Employee specifying the nature of such violations. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Due Cause without (1) reasonable notice to the Executive setting forth the reasons for the Company's intention to terminate for Due Cause, (2) an opportunity for the Executive, together with his counsel, to be heard before the Board, and (3) delivery to the Executive of a Notice of Termination from the Board finding that in the good faith opinion of three-quarters (3/4) of the Board the Executive was guilty of conduct set forth above in clause (i) or ; (ii) hereofa material violation by the Employee of the Employee's Loyalty Obligations as provided in Paragraph 18; (iii) conviction of a crime of moral turpitude or a felony involving fraud, breach of trust, or misappropriation; (iv) the Employee's willfully engaging in bad faith conduct that is demonstrably and specifying materially injurious to the particulars thereof in detail.Company, monetarily or otherwise; or(v) a determination by the Company that the Employee is

Termination by the Company for Due Cause. Nothing herein shall prevent the The Company from terminating may terminate the Executive's ’s employment for Due Cause. The Executive shall continue to receive the salary provided for in this Agreement only through the period ending with the date of such termination as provided in this Paragraph 4(c)termination. Any rights and benefits he may have under employee benefit plans and programs of the Company shall be determined in accordance with the terms of such plans and programs. The term "Except as provided in the two immediately preceding sentences, after termination of employment for Due Cause," as used herein, shall mean (i) an act or acts of dishonesty on the Executive's part which are intended to result in the Executive's substantial personal enrichment at the expense of the Company or (ii) repeated material violations by the Executive of the Executive's obligations hereunder (1) which are demonstrably willful and deliberate on the Executive's part, (2) which are not due to the Disability of the Executive (within the meaning of Paragraph 4(c) but without regard to the requirement that it continue for more than six months and provided that any determination of the Executive's Disability is made in good faith by the Executive's physician) and (3) which have not been cured by the Executive within a reasonable time after written notice to the Executive specifying the nature of such violations. Notwithstanding the foregoing, the Executive shall not be deemed entitled to have been terminated any compensation or benefits from the Company or hereunder. “Due Cause,” for Due Cause without purposes of this Agreement, means (1i) reasonable notice the Executive’s committing or engaging in (A) any fraud or theft, misappropriation or embezzlement of funds or other assets of the Company or its customers, vendors, or joint venture partners, or (B) any negligent or reckless acts resulting in or causing material reputational or other material harm or damage to the Executive setting forth the reasons for the Company's intention to terminate for Due CauseCompany or its subsidiaries, (2) an opportunity for the Executive, together with his counsel, to be heard before the Board, and (3) delivery to the Executive of a Notice of Termination from the Board finding that in the good faith opinion of three-quarters (3/4) reasonable judgment of the Board Board; (ii) the conviction of the Executive was for, or the Executive’s plea of guilty or nolo contendere to: (X) any felony or (Y) any other crime (whether or not connected with the Executive’s employment); but in each of conduct set forth the above cases, only if such felony or crime involves fraud or moral turpitude or has or could have the effect, in clause the Board’s reasonable and good faith determination, of causing material reputational or other material harm or damage to the Company or its subsidiaries; (iii) any repeated failure of the Executive to be actively engaged in his duties, which failure has not been cured within fifteen (15) days after written notice thereof from the Board specifying in reasonable detail such failure; (iv) the Executive’s violation of any reasonable written direction (including any such direction contained in the minutes of any meeting of the Board) or any rule or regulation established by the Board, which violation has not been cured (if curable) by the Executive within fifteen (15) days after written notice thereof from the Board specifying in reasonable detail the violation; (v) any material breach by the Executive of his obligations to the Company (or failure of the Executive to substantially perform his duties) (including any failure to comply with any policies of the Company or the terms of this Agreement or the Loyalty Agreement), which failure has not been cured (if curable) by the Executive within 15 days after written notice thereof from the Board specifying in reasonable detail the failure or breach; or (vi) the Executive’s use of (i) or illegal drugs, (ii) hereofany illegal substance, or (iii) excessive use of alcohol; in each case only in such a manner that materially interferes with the performance of his duties under this Agreement and specifying includes the particulars Executive’s failure to take steps to remedy, or seek treatment for, such use within a medically reasonable period of time after written notice thereof in detailfrom the Board.

Termination by the Company for Due Cause. Nothing herein shall prevent the Company from terminating the Executive's employment for Due Cause. The Executive shall continue to receive the salary provided for in this Agreement only through the period ending with the date of such termination as provided in this Paragraph 4(c)termination. Any rights and benefits he may have under employee benefit plans and programs of the Company shall be determined in accordance with the terms of such plans and programs. Except as provided in the two immediately preceding sentences, after termination of employment for Due Cause, Executive shall not be entitled to any compensation or benefits from the Company or hereunder. The term "Due Cause," as used herein, shall mean (i) an act or acts of dishonesty on the Executive's part which are intended to result in the Executive's substantial personal enrichment at the expense of the Company or (ii) repeated material violations violation by the Executive of the Executive's obligations hereunder hereunder, the DNN Agreement (as defined in Paragraph 10 below) or a written directive from either the Chairman of the Board or the Board (1) which are demonstrably willful and deliberate on the Executive's part, (2) which are not due to the Disability of the Executive (within the meaning of Paragraph 4(c4(b) but without regard to the requirement that it continue for more than six months and provided that any determination of the Executive's Disability is made in good faith by the Executive's physicianor 180 days within a 270-day period) and (3) which have not been cured by the Executive within a reasonable time 15 business days after written notice to the Executive specifying the nature of such violations, (ii) an act or acts of dishonesty on the Executive's part which are intended to or do result in either the Executive's personal enrichment or material adverse affect upon the Company's assets, business, prospects or reputation, or (iii) conviction of a felony or a misdemeanor involving fraud, breach of trust, or misappropriation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Due Cause without (1) reasonable written notice to the Executive setting forth the reasons for the Company's intention to terminate for Due Cause, (2) an opportunity for the Executive, together with his counsel, to be heard before the Board, and (3) delivery to the Executive of a Notice of Termination from the Board finding that in the good faith opinion of at least three-quarters (3/4) of the Board (not counting the Executive in either the numerator or the denominator), the Executive was guilty of conduct set forth above in clause (i), (ii) or (iiiii) hereof, and specifying the particulars thereof in detail.. (D)