Common use of TERMINATION FOR CAUSE; TERMINATION BY EXECUTIVE WITHOUT GOOD REASON Clause in Contracts

TERMINATION FOR CAUSE; TERMINATION BY EXECUTIVE WITHOUT GOOD REASON. Upon the termination of Executive’s employment by the Company for Cause (as defined below) or by Executive without Good Reason (as defined below), the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations (other than clause (iv) of the definition of Accrued Obligations, which shall not be paid to Executive) within thirty (30) days of such termination in a lump sum in cash. As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed to the Company, provided, that the Board determine(s), in the good faith discretion of the Board, that such material breach undermines the confidence of the Board in Executive’s fitness to continue in his position, as evidenced in writing from the Board (it being understood that the determination as to whether such material breach occurred shall be based on an objective determination by the Board; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof, provided, however, that in the event such material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the Board, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive in Section 2 hereof; (iv) Executive’s continued willful failure to perform material duties required by this Agreement (other than any such failure resulting from incapacity due to physical or mental illness) following receipt of written notice from the Board which specifically identifies the nature of such willful failure to perform and a reasonable opportunity to cure; or (v) a material violation by Executive of any Company policy pertaining to ethics, wrongdoing or conflicts of interest, which policy had been disseminated to Executive or otherwise made generally available prior to such violation.

TERMINATION FOR CAUSE; TERMINATION BY EXECUTIVE WITHOUT GOOD REASON. At any time, (i) the Company may terminate Executive’s employment for Cause (as defined below) by Notice of Termination (as defined in Section 9(e)) or (ii) Executive may elect to terminate Executive’s employment other than for Good Reason (as defined below); provided, that Executive shall be required to give, at least thirty (30) days in advance, a Notice of Termination, and the Company may elect to accelerate the timing of Executive’s termination date upon receipt of such notice. “Cause” for Executive’s termination will exist for a period of ninety (90) days following the Company’s discovery of the happening of one or more of the following events: (i) Executive’s gross negligence or willful misconduct in performance of his duties hereunder where such gross negligence or willful misconduct has resulted in or is likely to result in substantial and material damage to the Company or any of its subsidiaries; (ii) Executive’s repeated absence from the Company in violation of Company policy or the written instructions of the Board, provided, Executive shall have a period of ten (10) days to cure such absence after receipt of written notice thereof; (iii) Executive’s material and willful violation of any federal or state law that has resulted in or is likely to result in substantial and material damage to the Company or any of its subsidiaries; (iv) the commission of any act of fraud by Executive with respect to the Company; (v) Executive’s conviction of a felony or a crime involving moral turpitude causing material harm to the standing and reputation of the Company; or (vi) Executive’s incurable material breach of the Company’s Invention, Confidential Information and Non-Competition Agreement (the “Non-Competition Agreement”), including without limitation, Executive’s theft or other misappropriation of the Company’s proprietary information. Upon the termination of Executive’s employment by the Company for Cause (as defined below) or by Executive without Good Reason (as defined belowpursuant to this Section 9(c), the Company Executive shall have no further obligation hereunder, except for the be entitled to receive payment of any the Accrued Obligations (Amounts. All other than clause (ivbenefits, if any, due to Executive following Executive’s termination of employment pursuant to this Section 9(c) shall be determined in accordance with the plans, policies and practices of the definition of Accrued ObligationsCompany; provided, which that Executive shall not be paid entitled to Executiveany payments or benefits under any severance plan, severance policy or similar program of the Company. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) within thirty (30) days or other benefits under this Agreement following the effective date of such termination in a lump sum in cash. As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed to the Company, provided, that the Board determine(s), in the good faith discretion of the Board, that such material breach undermines the confidence of the Board in Executive’s fitness to continue in his position, as evidenced in writing from the Board (it being understood that the determination as to whether such material breach occurred shall be based on an objective determination by the Board; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof, provided, however, that in the event such material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the Board, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive in Section 2 hereof; (iv) Executive’s continued willful failure to perform material duties required by this Agreement (other than any such failure resulting from incapacity due to physical or mental illness) following receipt of written notice from the Board which specifically identifies the nature of such willful failure to perform and a reasonable opportunity to cure; or (v) a material violation by Executive of any Company policy pertaining to ethics, wrongdoing or conflicts of interest, which policy had been disseminated to Executive or otherwise made generally available prior to such violationemployment.

TERMINATION FOR CAUSE; TERMINATION BY EXECUTIVE WITHOUT GOOD REASON. Upon the termination of Executive’s employment by the Company for Cause (as defined below) or by Executive without Good Reason (as defined below), the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations (other than clause (iv) of the definition of Accrued Obligations, which shall not be paid to Executive) within thirty (30) days of such termination in a lump sum in cash. As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided, further, that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there is not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed to the Company, provided, that the Board Reporting Person(s) determine(s), in the good faith discretion of the BoardReporting Person(s), that such material breach undermines the confidence of the Board Reporting Person(s) in Executive’s fitness to continue in his position, as evidenced in writing from the Board Reporting Person(s) (it being understood that the determination as to whether such material breach occurred shall be based on an objective determination by is not in the Boardgood faith discretion of the Reporting Person(s)); (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof, provided, however, that in the event such material breach is curable, Executive shall have failed to remedy such material breach within ten (10) days of Executive having received a written demand for cure by the BoardReporting Person(s), which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the covenants made by Executive in Section 2 hereof; (iv) Executive’s continued willful failure to perform material duties required by this Agreement (other than any such failure resulting from incapacity due to physical or mental illness) following receipt of written notice from signed by the Board Reporting Person(s) which specifically identifies the nature of such willful failure to perform and a reasonable opportunity to cure; or (v) a material violation by Executive of any Company policy pertaining to ethics, wrongdoing or conflicts of interest, which policy had been disseminated to Executive or otherwise made generally available prior to such violation; and (vi) any act or omission which occurred prior to the Effective Date and which would have constituted “Cause” under any previous employment agreement between Executive and the Company (the “Previous Employment Agreements”).