Common use of Termination for Cause; Voluntary Resignation Clause in Contracts

Termination for Cause; Voluntary Resignation. If the Optionee’s employment with the Company or any Affiliate terminates for Cause or if the Optionee voluntarily terminates his or her employment, any portion of the Stock Option outstanding on such date shall terminate immediately and be of no further force or effect. For purposes of this Agreement, “Cause” shall mean: (i) gross negligence or willful misconduct by the Optionee in the performance of the Optionee’s duties to the Company where such gross negligence or willful misconduct has resulted or is likely to result in substantial and material damage to the Company; (ii) any breach by the Optionee of any non-compete agreement or similar agreement between the Optionee and the Company; (iii) any material breach by the Optionee of any confidentiality agreement or similar agreement between the Optionee and the Company; (iv) a material violation by the Optionee of any federal or state law or regulation or the Company’s compliance program in the performance of the Optionee’s duties; (v) commission by the Optionee of any act of fraud with respect to the Company; (vi) the Optionee’s conviction of, or the Optionee’s entry of a guilty plea or plea of nolo contendere with respect to, a felony; (vii) the Optionee’s failure to perform duties consistent with the Optionee’s position or to follow or comply with the reasonable directives of the Board or the Optionee’s supervisor(s), provided that (A) the Optionee shall have received written notice that specifically identifies the manner in which the Company believes that the Optionee has engaged in such failure and (B) the Optionee shall not have cured such failure within thirty (30) days following receipt of such notice, provided further that such opportunity to cure a failure shall not apply if the Optionee has received more than one notice with respect to the same or similar conduct pursuant to this clause (vii) during any twelve (12) consecutive month period; or (viii) any act or omission that would constitute “cause” under any employment agreement or similar agreement between the Optionee and the Company or its Affiliate, as applicable.

Termination for Cause; Voluntary Resignation. If the Optionee’s employment with the Company (or any Affiliate affiliate thereof) terminates for Cause or if the Optionee voluntarily terminates his or her employment, any portion of the Stock Option outstanding on such date shall terminate immediately and be of no further force or effect. For purposes of this Agreement, “Cause” shall mean: (i) gross negligence or willful misconduct by the Optionee in the performance of the Optionee’s duties to the Company where such gross negligence or willful misconduct has resulted or is likely to result in substantial and material damage to the Company; (ii) any breach by the Optionee of any non-compete agreement or similar agreement between the Optionee and the Company; (iii) any material breach by the Optionee of any confidentiality agreement or similar agreement between the Optionee and the Company; (iv) a material violation by the Optionee of any federal or state law or regulation or the Company’s compliance program in the performance of the Optionee’s duties; (v) commission by the Optionee of any act of fraud with respect to the Company; (vi) the Optionee’s conviction of, or the Optionee’s entry of a guilty plea or plea of nolo contendere with respect to, a felony; (vii) the Optionee’s failure to perform duties consistent with the Optionee’s position or to follow or comply with the reasonable directives of the Board or the Optionee’s supervisor(s), provided that (A) the Optionee shall have received written notice that specifically identifies the manner in which the Company believes that the Optionee has engaged in such failure and (B) the Optionee shall not have cured such failure within thirty (30) days following receipt of such notice, provided further that such opportunity to cure a failure shall not apply if the Optionee has received more than one notice with respect to the same or similar conduct pursuant to this clause (vii) during any twelve (12) consecutive month period; or (viii) any act or omission that would constitute “cause” under any employment agreement or similar agreement between the Optionee and the Company (or its Affiliate, as applicableany affiliate thereof).

Termination for Cause; Voluntary Resignation. If the Optionee’s The Company may terminate Executive's employment with the Company hereunder in the event Executive engages in conduct, or fails to take any Affiliate terminates for action, which constitutes "Cause," and Executive may voluntarily terminate his employment other than in a Constructive Termination Without Cause or if at any time upon ten (10) days' notice to the Optionee voluntarily terminates his or her employment, any portion of the Stock Option outstanding on such date shall terminate immediately and be of no further force or effectCompany. For purposes of this Employment Agreement, “Cause” Cause shall mean: (i) gross negligence Executive (x) is indicted for, convicted of, or willful misconduct by the Optionee in the performance pleads guilty or nolo contendere to, any felony or (y) commits any other crime involving fraud, embezzlement or breach of the Optionee’s duties to the Company where such gross negligence trust or willful misconduct has resulted or is likely to result in substantial and material damage to the Companyfiduciary duty; (ii) any breach by the Optionee of any non-compete agreement in carrying out Executive's duties, Executive engages in conduct that constitutes gross neglect or similar agreement between the Optionee and the Companywillful misconduct; or (iii) any Executive's material breach by the Optionee of any confidentiality agreement obligation or similar agreement between the Optionee and the Company; representation set forth in this Employment Agreement (iv) a material violation by the Optionee of any federal or state law or regulation or the Company’s compliance program in the performance of the Optionee’s duties; (v) commission by the Optionee of any act of fraud with respect to the Company; (vi) the Optionee’s conviction ofincluding, or the Optionee’s entry of a guilty plea or plea of nolo contendere with respect but not limited to, a felonyany failure of Executive to comply with Section 1(b) hereof); (vii) provided, however, that Cause shall not be deemed to have occurred by reason of Executive's lack of physical or mental capacity. In the Optionee’s failure to perform duties consistent event that Executive's employment with the Optionee’s position or Company hereunder is terminated pursuant to follow or comply with the reasonable directives of the Board or the Optionee’s supervisor(sthis Section 3(b), provided that then Executive shall be entitled to Base Salary and benefits (including pay in lieu of accrued but unused vacation and unreimbursed business expenses) through the date of termination and Executive shall not be entitled to any other payments or benefits; provided, however, that, if such termination is a voluntary termination by Executive other than in a Constructive Termination Without Cause, (A) Executive shall be entitled to any portion of the Optionee shall have received written notice that specifically identifies Additional Payment, to the manner in which the Company believes that the Optionee has engaged in extent then unpaid, such failure amount to be paid within fifteen (15) days following such termination, and (B) such payment of any portion of the Optionee Additional Compensation shall not be conditioned on Executive executing and delivering the release described in subsection (Z) of the first paragraph of Section 3(a). The Company shall give Executive ten (10) days' notice of the Company's intention to terminate Executive's employment and claim that facts and circumstances constituting Cause exist, and such notice shall describe the facts and circumstances in support of such claim. Executive shall have cured such failure within thirty ten (3010) days following receipt of such notice, provided further that such opportunity thereafter to cure a failure such facts and circumstances if possible; provided, however, that this sentence shall not apply if to clause (i) of the Optionee definition of Cause, for which there shall be deemed to be no possible cure. If the Board reasonably concludes that Executive has not cured such facts or circumstances within such time, Cause shall not be deemed to have been established unless and until Executive has received more than one notice with respect to a hearing before the same or similar conduct pursuant to this clause Board (viiif promptly requested by Executive) during any twelve and a majority of the Board in attendance at a meeting of the Board that occurs within ten (1210) consecutive month period; or days of the date of such hearing (viiiif so requested) any act or omission that would constitute “cause” under any employment agreement or similar agreement between reasonably confirms the Optionee existence of Cause and the Company or its Affiliate, as applicabletermination of Executive therefor.

Termination for Cause; Voluntary Resignation. If the Optionee’s The Company may terminate Executive's employment with the Company hereunder in the event Executive engages in conduct, or fails to take any Affiliate terminates action, which constitutes Cause, and Executive may voluntarily terminate his employment other than for Cause or if Good Reason at any time upon ten (10) days' notice to the Optionee voluntarily terminates his or her employment, any portion of the Stock Option outstanding on such date shall terminate immediately and be of no further force or effectCompany. For purposes of this Employment Agreement, “"Cause” " shall mean: (i) Executive (x) is indicted for, convicted of, or pleads guilty or nolo contendere to, any felony or (y) commits any other crime involving fraud, embezzlement or breach of trust or fiduciary duty, (ii) the willful failure by Executive to substantially perform his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental impairment), or (iii) the willful gross negligence or willful misconduct by the Optionee in the performance of the Optionee’s duties Executive with regard to the Company where such gross negligence or willful misconduct has resulted or any of its Affiliates that is likely to result in substantial and material damage materially injurious to the Company; (ii) Company or any breach of its Affiliates. No act, or failure to act, by Executive shall be "willful" unless committed without a reasonable belief that the Optionee of any non-compete agreement act or similar agreement between the Optionee and the Company; (iii) any material breach by the Optionee of any confidentiality agreement or similar agreement between the Optionee and the Company; (iv) a material violation by the Optionee of any federal or state law or regulation or the Company’s compliance program omission was in the performance best interest of the Optionee’s duties; Company or one or more of its Affiliates (v) commission by as applicable). In the Optionee of any act of fraud with respect to the Company; (vi) the Optionee’s conviction of, or the Optionee’s entry of a guilty plea or plea of nolo contendere with respect to, a felony; (vii) the Optionee’s failure to perform duties consistent event that Executive's employment with the Optionee’s position or Company hereunder is terminated pursuant to follow or comply with the reasonable directives of the Board or the Optionee’s supervisor(sthis Section 3(b), provided that then Executive shall be entitled to Base Salary through the date of termination and Executive shall not be entitled to any other payments; provided, however, that, if such termination is a voluntary termination by Executive other than for Good Reason, (A) Executive shall be entitled to any portion of the Optionee shall have received written notice that specifically identifies Additional Payment, to the manner in which the Company believes that the Optionee has engaged in extent then unpaid, such failure amount to be paid within fifteen (15) days following such termination, and (B) such payment of any portion of the Optionee Additional Payment shall not be conditioned upon Executive executing and delivering the release described in subsection (Z) of the first paragraph of Section 3(a). The Company shall give Executive ten (10) days' notice of the Company's intention to terminate Executive's employment and claim that facts and circumstances constituting Cause exist, and such notice shall describe the facts and circumstances in support of such claim. Executive shall have cured such failure within thirty ten (3010) days following receipt of such notice, provided further that such opportunity thereafter to cure a failure such facts and circumstances if possible; provided, however, that this sentence shall not apply if to clause (i) of the Optionee definition of Cause, for which there shall be deemed to be no possible cure. If the Board reasonably concludes that Executive has not cured such facts or circumstances within such time, Cause shall not be deemed to have been established unless and until Executive has received more than one notice with respect to a hearing before the same or similar conduct pursuant to this clause Board (viiif promptly requested by Executive) during any twelve and a majority of the Board in attendance at a meeting of the Board that occurs within ten (1210) consecutive month period; or days of the date of such hearing (viiiif so requested) any act or omission that would constitute “cause” under any employment agreement or similar agreement between reasonably confirms the Optionee existence of Cause and the Company or its Affiliate, as applicabletermination of Executive therefor.