Common use of Termination for Cause; Resignation Clause in Contracts

Termination for Cause; Resignation. Notwithstanding anything to the contrary contained herein, in the event that the Employee's employment hereunder is terminated during the Agreement Term (x) by the Company for Cause or (y) by reason of the Employee's resignation, then the Company shall pay to the Employee, within thirty (30) days of the date of such termination, only the Base Salary through such date of termination. For purposes of this Agreement, "Cause" shall mean (i) conviction of, or plea of nolo contendere (no contest) to, any crime (whether or not involving the Company) constituting a felony in the jurisdiction involved; (ii) engaging in any act involving moral turpitude; (iii) conduct related to the Employee's employment for which either criminal or civil penalties against the Employee or any of the Companies may be sought; (iv) gross neglect in the performance of the Employee's duties hereunder; (v) misconduct in the performance of the Employee's duties hereunder, which misconduct continues after notice thereof is given to the Employee by the Board of Directors of the Company, (vi) willful failure or refusal to perform such duties as may be delegated to the Employee commensurate with the Employee's position, which misconduct continues after notice thereof is given to the Employee by the Board of Directors of the Company, (vii) material violation of the Company's policies, including, without limitation, those relating to sexual harassment, the disclosure or misuse of Confidential Information (as hereinafter defined), or those set forth in Company manuals or statements of policy, which violation continues after notice thereof is given to the Employee by the Board of Directors of the Company (viii) engaging in any conduct which is materially injurious or materially damaging to any of the Companies or the reputation of any of the Companies; or (ix) material breach of any provision of this Agreement by the Employee.

Termination for Cause; Resignation. Notwithstanding anything to the contrary contained herein, in the event that the Employee's employment hereunder is terminated during the Agreement Term (x) by the Company for Cause or (y) by reason of the Employee's resignation, then the Company shall pay to the Employee, within thirty (30) days of the date of such termination, only the Base Salary through such date of termination. For purposes of this Agreement, "Cause" shall mean (i) conviction of, or plea of nolo contendere (no contest) to, any crime (whether or not involving the Company) constituting a felony in the jurisdiction involved; (ii) engaging in any act involving moral turpitude; (iii) conduct related to the Employee's employment for which either significant criminal or civil penalties against the Employee or any of the Companies may be sought; (iv) gross neglect in the performance of the Employee's duties hereunder; (v) misconduct in the performance of the Employee's duties hereunder, which misconduct continues after notice thereof is given to the Employee by the Board of Directors of the Company, ; (vi) willful failure or refusal to perform such duties as may be delegated to the Employee commensurate with the Employee's position, which misconduct continues after notice thereof is given to the Employee by the Board of Directors of the Company, ; (vii) material violation of the Company's policies, including, without limitation, those relating to sexual harassment, the disclosure or misuse of Confidential Information (as hereinafter defined), or those set forth in Company manuals or statements of policy, which violation continues after notice thereof is given to the Employee by the Board of Directors of the Company Company; (viii) engaging in any conduct which is materially injurious or materially damaging to any of the Companies or the reputation of any of the Companies; or (ix) material breach of any provision of this Agreement by the Employee.

Termination for Cause; Resignation. Notwithstanding anything to the contrary contained herein, in the event that the Employee's employment hereunder is terminated during the Agreement Term Employment Period (xa) by the Company for Cause or (yb) by reason of the Employee's resignation, then the Company shall pay to the Employee, within thirty (30) days of the date of such termination, only the Base Salary accrued but unpaid through such date of termination. For purposes of this Agreement, "Cause" shall mean (i) conviction of, or plea of nolo contendere (no contest) to, any crime (whether or not involving the Company) constituting a felony in the jurisdiction involved; (ii) engaging in any act involving moral turpitude; (iii) conduct related to the Employee's employment for which either criminal or civil penalties against the Employee or any of the Companies may be sought; (iv) gross neglect in the performance of the Employee's duties hereunder; (v) misconduct in the performance of the Employee's duties hereunder, which misconduct continues after notice thereof is given to the Employee by the Board of Directors of the Company, ; (vi) willful failure or refusal to perform such duties as may be delegated to the Employee commensurate with the Employee's position, which misconduct continues after notice thereof is given to the Employee by the Board of Directors of the Company, ; (vii) material violation of the Company's policies, including, without limitation, those relating to sexual harassment, the disclosure or misuse of Confidential Information (as hereinafter defined), or those set forth in Company manuals or statements of policy, which violation continues after notice thereof is given to the Employee by the Board of Directors of the Company Company; (viii) engaging in any conduct which is materially injurious or materially damaging to any of the Companies or the reputation of any of the Companies; or (ix) material breach of any provision of this Agreement by the EmployeeEmployee (including without limitation any breach of Section 7, 8, or 9 hereof).

Termination for Cause; Resignation. Notwithstanding anything by the Executive, Non-extension of Term by the Executive or the Company, death or Disability. If the Executive’s employment is terminated pursuant to Section 3(a)(iii) for Cause, pursuant to Section 3(a)(v) for Resignation by the Executive, or pursuant to Section 3(a)(vii) due to non-extension of the Term by the Executive, the Executive shall EMPLOYMENT AGREEMENT – ▇▇▇▇▇▇ ▇▇▇▇▇▇ not be entitled to any severance payment or benefits. If the Executive’s employment is terminated pursuant to Section 3(a)(i) as a result of Executive’s death or pursuant to Section 3(a)(ii) as a result of the Executive’s Disability, the Company shall, subject to the contrary contained hereinExecutive signing and not revoking, within sixty (60) days following delivery to Executive, a separation and release agreement in the event that form attached hereto as Exhibit B, (i) pay to the Employee's employment hereunder is terminated during Executive an amount equal to the Agreement Term product of (x) the bonus that the Executive would have earned during the calendar year in which the Date of Termination occurs, if any, and (y) a fraction, the numerator of which is the number of days that elapsed in such calendar year through the Date of Termination and the denominator of which is 365, payable when bonuses would have otherwise been payable had the Executive’s employment not terminated and (ii) in the case of termination pursuant to Section 3(a)(ii) as a result of the Executive’s Disability, pay to the Executive an amount equal to the excess, if any, of (x) the amount that would have been payable to the Executive pursuant to Section 4(b)(i) if the Executive had been terminated by the Company for without Cause or pursuant to Section 3(a)(iv) over (y) by reason the present value of the Employee's resignation, then benefits to be received by the Executive (or her beneficiaries) under any disability plan sponsored by the Company or its affiliates (for purposes of this clause (ii) the amounts in (x) and (y) shall be determined by the Company on an after-tax basis to the extent that their receipt by the Executive (or her beneficiaries) would be subject to tax and on actuarial assumptions satisfactory to the Company). If the Executive’s employment is terminated pursuant to Section 3(a)(vi) due to non-extension of the Term by the Company, the Company shall, subject to the Executive signing and not revoking, within sixty (60) days following delivery to Executive, a separation and release agreement in the form attached hereto at Exhibit B, (i) pay to the EmployeeExecutive an amount equal to the product of (x) the bonus that the Executive would have earned during the calendar year in which the Date of Termination occurs, within thirty if any, and (30y) a fraction, the numerator of which is the number of days that elapsed in such calendar year through the Date of Termination and the date denominator of such terminationwhich is 365, only payable when bonuses would have otherwise been payable had the Base Salary through such date of termination. For purposes of this Agreement, "Cause" shall mean (i) conviction of, or plea of nolo contendere (no contest) to, any crime (whether or Executive’s employment not involving the Company) constituting a felony in the jurisdiction involved; terminated and (ii) engaging in any act involving moral turpitude; (iii) conduct related pay to the Employee's employment for which either criminal or civil penalties against the Employee or any of the Companies may be sought; (iv) gross neglect Executive, in the performance of the Employee's duties hereunder; (v) misconduct in the performance of the Employee's duties hereundera lump sum, which misconduct continues after notice thereof is given an amount equal to the Employee by Annual Base Salary that the Board Executive would have been entitled to receive if the Executive had continued her employment hereunder for a period of Directors twelve (12) months following the Date of the Company, (vi) willful failure or refusal to perform such duties as may be delegated to the Employee commensurate with the Employee's position, which misconduct continues after notice thereof is given to the Employee by the Board of Directors of the Company, (vii) material violation of the Company's policies, including, without limitation, those relating to sexual harassment, the disclosure or misuse of Confidential Information (as hereinafter defined), or those set forth in Company manuals or statements of policy, which violation continues after notice thereof is given to the Employee by the Board of Directors of the Company (viii) engaging in any conduct which is materially injurious or materially damaging to any of the Companies or the reputation of any of the Companies; or (ix) material breach of any provision of this Agreement by the EmployeeTermination.

Termination for Cause; Resignation. Notwithstanding anything (a) Subject to and in accordance with the contrary contained hereinother provisions of this Section 2, in if the event that the Employee's employment hereunder is terminated during the Agreement Term (x) or other engagement by the Company or any of its Subsidiaries of any Manager is terminated for Cause by the Company or any of its Subsidiaries at any time after the date hereof, the Company may, but shall not be obligated to, repurchase from such Terminated Manager and, if the Company so elects, such Terminated Manager shall be obligated to sell to the Company, all or any portion of such Terminated Manager's shares of Management Stock (whether held by such Terminated Manager or such Terminated Manager's Transferees) at a purchase price share equal to the lowest of (i) four hundred fifty-eight dollars and 52/100 ($458.52) per share reduced by Book Value Per Share Decrease, if any, (ii) the Market Value Per Share determined as of the applicable Termination Date or (yiii) by reason of the Employee's resignation, then the Company shall pay to the Employee, within thirty (30) days Market Value Per Share determined as of the date of such termination, only the Base Salary through such first to occur of (a) the effective date of termination. For purposes any Public Sale or (b) the effective date of this Agreement, "Cause" shall mean (i) conviction of, or plea the sale of nolo contendere (no contest) to, any crime the Company (whether by merger, consolidation, sale of all or not involving the Company) constituting a felony in the jurisdiction involved; (ii) engaging in any act involving moral turpitude; (iii) conduct related to the Employee's employment for which either criminal or civil penalties against the Employee or any of the Companies may be sought; (iv) gross neglect in the performance of the Employee's duties hereunder; (v) misconduct in the performance of the Employee's duties hereunder, which misconduct continues after notice thereof is given to the Employee by the Board of Directors of the Company, (vi) willful failure or refusal to perform such duties as may be delegated to the Employee commensurate with the Employee's position, which misconduct continues after notice thereof is given to the Employee by the Board of Directors of the Company, (vii) material violation substantially all of the Company's policiesassets or of the assets of the Subsidiaries, includingor sale of all the outstanding shares of Stock). The purchase price payable in such event shall be paid in accordance with the provisions of Section 2.3 hereof. (b) Subject to and in accordance with the other provisions of this Section 2, without limitation, those relating to sexual harassmentif the employment or other engagement by the Company or any of its Subsidiaries of any Manager is terminated by reason of such Manager's resignation (other than by reason of Retirement) at any time after the date hereof, the disclosure or misuse of Confidential Information (as hereinafter defined)Company may, or those set forth in but shall not be obligated to, repurchase from such Terminated Manager and, if the Company manuals or statements of policyso elects, which violation continues after notice thereof is given such Terminated Manager shall be obligated to sell to the Employee Company, all or any portion of such Terminated Manager's shares of Management Stock (whether held by such Terminated Manager or such Terminated Manager's Transferees) at a purchase price share equal to four hundred fifty-eight dollars and 52/100 ($458.52) per share increased or decreased as the case may be by the Board of Directors Book Value Per Share Change determined as of the Company (viii) engaging Applicable Termination Date. The purchase price payable in any conduct which is materially injurious or materially damaging to any such event shall be paid in accordance with the provisions of the Companies or the reputation of any of the Companies; or (ix) material breach of any provision of this Agreement by the EmployeeSection 2.3 hereof.