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

Termination for Cause; Voluntary Termination. At any time, (i) the Company may terminate Executive’s employment for “Cause” (as defined below) by Notice of Termination (as defined in Section 8(e)) specifying the grounds for Cause in reasonable detail, and (ii) Executive may terminate Executive’s employment “voluntarily” (that is, other than by death, Disability or for Good Reason, in accordance with Section 8(a), 8(b) or 8(d), respectively); provided, that Executive shall be required to give at least thirty (30) days advance written notice to the Company of such termination. “Cause” shall mean Executive’s: (A) material breach of this Agreement, including the willful failure to substantially perform his duties hereunder; (B) willful failure to carry out, or comply with, in any material respect, any lawful and reasonable directive of the Board, not inconsistent with the terms of this Agreement; (C) commission at any time of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of guilty or no contest or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (D) unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing Executive’s duties and responsibilities hereunder; (E) breach of any written policies or procedures of the Company Group that are applicable to Executive and that have previously been provided to Executive, which breach causes or is reasonably expected to cause material economic harm to any member of the Company Group; or (F) commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against the Company or any of its affiliates (or any of their respective predecessors or successors), which, for the avoidance of doubt, shall not include any good faith disputes regarding immaterial amounts that relate to Executive’s expense account, reimbursement claims or other de minimis matters; provided, however, that in the case of (A), (B) or (E) above, if any such breach or failure is curable, Executive fails to cure such breach or failure to the reasonable satisfaction of the Board within fifteen (15) days of the date the Company delivers written notice of such breach or failure to Executive. For purposes of this Agreement, no act or failure to act by Executive shall be considered “willful” unless such act is done or failed to be done intentionally and in bad faith. Upon the termination of Executive’s employment pursuant to this Section 8(c), Executive shall be entitled to receive payment of the Accrued Amounts. All other benefits, if any, due to Executive following Executive’s termination of employment pursuant to this Section 8(c) shall be determined in accordance with the plans, policies and practices of the Company Group; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.

Termination for Cause; Voluntary Termination. At any timetime during the Term, (i) the Company may terminate the Term and Executive’s employment hereunder for “Cause” (as defined below) by Notice of Termination (as defined in Section 8(e6(f)) specifying the grounds for Cause in reasonable detail), and (ii) Executive may terminate the Term and Executive’s employment hereunder “voluntarily” (that is, other than by death, Disability or for Good Reason, in accordance with Section 8(a6(a), 8(b6(b) or 8(d6(d), respectively); provided, that Executive shall will be required to give at least thirty ninety (3090) days advance written notice to the Company of such termination. “Cause” shall mean Executive’s: (A) material breach of this Agreement, including the willful failure to substantially perform his duties hereunder; Executive’s duties, (B) willful failure to carry out, or comply with, in any material respect, any lawful and reasonable directive of the Board, not inconsistent with the terms of this Agreement; , (C) commission at any time of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of guilty or no contest or imposition of unadjudicated probation for any felony or any crime involving moral turpitude; , (D) unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing Executive’s duties and responsibilities hereunder; , (E) breach of any written policies or procedures of the Company Group that are applicable to Executive and that have previously been provided to Executive, which breach causes or is reasonably expected to cause material economic harm to any member of the Company Group; , or (F) commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against any member of the Company or any of its affiliates Group (or any of their respective affiliates, predecessors or successors), which, for the avoidance of doubt, shall not include any good faith disputes regarding immaterial amounts that relate to Executive’s expense account, reimbursement claims or other de minimis matters; provided, however, that in the case of (A), (B) or (E) above, if any such breach or failure is curable, such breach or failure shall only constitute Cause if Executive fails to cure such breach or failure to the reasonable satisfaction of the Board within fifteen (15) days of the date the Company delivers written notice of such breach or failure to Executive. For purposes Upon the termination of the Term and Executive’s employment hereunder pursuant to this AgreementSection 6(c) by the Company for Cause, no act or failure to act by Executive shall be considered “willful” unless such act is done or failed entitled to be done intentionally and in bad faithreceive Executive’s Base Salary through the date of termination. Upon the termination of the Term and Executive’s employment hereunder pursuant to this Section 8(c)6(c) due to Executive’s voluntary termination, Executive shall be entitled to receive payment of the Accrued Amounts. All other benefits, if any, due to Executive following Executive’s termination of employment for Cause or due to Executive’s voluntary termination pursuant to this Section 8(c6(c) shall be determined in accordance with the plans, policies and practices of the Company GroupCompany; provided, that Executive shall not be entitled to any severance payments or benefits under any other agreement or any severance plan, policy or program of the Company Group. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment. The termination of Executive’s employment upon the expiration of the Term as a result of Executive’s delivery of a notice of nonrenewal pursuant to Section 1 shall be treated as a voluntary termination by Executive pursuant to this Section 6(c).

Termination for Cause; Voluntary Termination. At any timetime during the Term, (i) the Company may terminate the Term and Executive’s employment hereunder for “Cause” (as defined below) by Notice of Termination (as defined in Section 8(e6(f)) specifying the grounds for Cause in reasonable detail, and (ii) Executive may terminate the Term and Executive’s employment hereunder “voluntarily” (that is, other than by death, Disability or for Good Reason, in accordance with Section 8(a6(a), 8(b6(b) or 8(d6(d), respectively); provided, that Executive shall be required to give at least thirty (30) days advance written notice to the Company of such termination. “Cause” shall mean Executive’s: (A) material breach of this Agreement, including the willful failure to substantially perform his duties hereunder; (B) willful failure to carry out, or comply with, in any material respect, any lawful and reasonable directive of the Board, not inconsistent with the terms of this Agreement; (C) commission at any time of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of guilty or no contest or imposition of unadjudicated probation for any (x) felony or (y) crime involving moral turpitude; (D) unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing Executive’s duties and responsibilities hereunder; (E) breach of any written policies or procedures of the Company Group that are applicable to Executive and that have previously been provided to Executive, which breach causes or is reasonably expected to cause material economic harm to any member of the Company Group; or (F) commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against the Company or any of its affiliates (or any of their respective predecessors or successors), which, for the avoidance of doubt, shall not include any good faith disputes regarding immaterial amounts that relate to Executive’s expense account, reimbursement claims or other de minimis matters; provided, however, that in the case of (A), (B) or (E) above, if any such breach or failure is curable, Executive fails to cure such breach or failure to the reasonable satisfaction of the Board within fifteen (15) days of the date the Company delivers written notice of such breach or failure to Executive. For purposes of this Agreement, no act or failure to act by Executive shall be considered “willful” unless such act is done or failed to be done intentionally and in bad faith. Upon the termination of the Term and Executive’s employment hereunder pursuant to this Section 8(c)6(c) by the Company for Cause, Executive shall be entitled to receive his Base Salary through the date of termination. Upon the termination of the Term and Executive’s employment hereunder pursuant to this Section 6(c) due to Executive’s voluntary termination, Executive shall be entitled to receive payment of the Accrued Amounts. All other benefits, if any, due to Executive following Executive’s termination of employment for Cause or due to Executive’s voluntary termination pursuant to this Section 8(c6(c) shall be determined in accordance with the plans, policies and practices of the Company GroupCompany; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.

Termination for Cause; Voluntary Termination. At any timetime during the Term, (i) the Company may terminate the Term and Executive’s employment hereunder for “Cause” (as defined below) by Notice of Termination (as defined in Section 8(e9(f)) specifying the grounds for Cause in reasonable detail, and (ii) Executive may terminate the Term and Executive’s employment hereunder “voluntarily” (that is, other than by death, Disability or for Good Reason, in accordance with Section 8(a9(a), 8(b9(b) or 8(d9(d), respectively); provided, that Executive shall be required to give at least thirty (30) days advance written notice to the Company of such termination. “Cause” shall mean Executive’s: (A) material breach of this Agreement, including the willful failure to substantially perform his duties hereunder; (B) willful failure to carry out, or comply with, in any material respect, any lawful and reasonable directive of the Board, not inconsistent with the terms of this Agreement; (C) commission at any time of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of guilty or no contest or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (D) unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing Executive’s duties and responsibilities hereunder; (E) breach of any written policies or procedures of the Company Group that are applicable to Executive and that have previously been provided to Executive, which breach causes or is reasonably expected to cause material economic harm to any member of the Company Group; or (F) commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against the Company or any of its affiliates (or any of their respective predecessors or successors), which, for the avoidance of doubt, shall not include any good faith disputes regarding immaterial amounts that relate to Executive’s expense account, reimbursement claims or other de minimis matters; provided, however, that in the case of (A), (B) or (E) above, if any such breach or failure is curable, Executive fails to cure such breach or failure to the reasonable satisfaction of the Board within fifteen (15) days of the date the Company delivers written notice of such breach or failure to Executive. For purposes of this Agreement, no act or failure to act by Executive shall be considered “willful” unless such act is done or failed to be done intentionally and in bad faith. Upon the termination of the Term and Executive’s employment hereunder pursuant to this Section 8(c)9(c) by the Company for Cause, Executive shall be entitled to receive his Base Salary through the date of termination. Upon the termination of the Term and Executive’s employment hereunder pursuant to this Section 9(c) due to Executive’s voluntary termination, Executive shall be entitled to receive payment of the Accrued Amounts. All other benefits, if any, due to Executive following Executive’s termination of employment for Cause or due to Executive’s voluntary termination pursuant to this Section 8(c9(c) shall be determined in accordance with the plans, policies and practices of the Company GroupCompany; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.

Termination for Cause; Voluntary Termination. At any timetime during the Term, (i) the Company may terminate the Executive’s employment hereunder for “Cause” (as defined below) by Notice of Termination (as defined in Section 8(e)) written notice, specifying the grounds for Cause in reasonable detail, and (ii) the Executive may terminate Executive’s his employment hereunder “voluntarily” (that is, other than by death, Disability or for Good Reason, in accordance with Section 8(a), 8(b) or 8(d), respectively); provided, that Executive shall be required to give at least thirty (30) days advance written notice to the Company of such termination. “Cause” shall mean Executive’smean: (A) any conviction by a court of, or entry of a pleading of guilty or nolo contendre by the Executive with respect to, a felony or any lesser crime involving moral turpitude or a material element of which is fraud or dishonesty; (B) the Executive’s willful dishonesty of a substantial nature towards the Company and any of its subsidiaries; (C) the Executive’s material breach of this Agreement, including the willful failure to substantially perform his duties hereunder; (B) willful failure to carry out, or comply with, in any material respect, any lawful and reasonable directive of the Board, not inconsistent with the terms of this Agreement; (C) commission at any time of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of guilty or no contest or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (D) unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing Executive’s duties and responsibilities hereunder; (E) breach of any written policies or procedures of the Company Group that are applicable to Executive and that have previously been provided to Executive, which breach causes or is reasonably expected to cause material economic harm to any member of not cured by the Company Group; or (F) commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against the Company or any of its affiliates (or any of their respective predecessors or successors), which, for the avoidance of doubt, shall not include any good faith disputes regarding immaterial amounts that relate to Executive’s expense account, reimbursement claims or other de minimis matters; provided, however, that in the case of (A), (B) or (E) above, if any such breach or failure is curable, Executive fails to cure such breach or failure to the reasonable satisfaction of the Board Company within fifteen (15) 30 business days of the date the Company delivers written notice of such breach to the Executive; or (D) the Executive’s material, knowing and intentional failure to Executive. For purposes comply with material applicable laws with respect to the execution of this Agreementthe Company’s and its subsidiaries’ business operations, no act or including, without limitation, a knowing and intentional failure to act comply with the Prevention of Corruption Act of India, 1988 or the Foreign Corrupt Practices Xxx 0000 of the US Congress, as amended; provided, that if all of the following conditions exist, there will be a presumption that the Executive has acted in accordance with such applicable laws; the Executive is following, in good faith, the written advice of counsel, such counsel having been approved by the Board as outside counsel to the Company for regulatory and compliance matters, in the form of a legal memorandum or a written legal opinion, and the Executive shall be considered “willful” unless has, in good faith, provided to such act is done counsel all accurate and truthful facts necessary for such counsel to render such legal memorandum or failed to be done intentionally and in bad faithwritten legal opinion. Upon the termination of the Executive’s employment hereunder pursuant to this Section 8(c)) by the Company for Cause, the Executive shall be entitled to receive payment of the Accrued Amounts. All other benefits, if any, due to Executive following Executive’s termination of employment pursuant to this Section 8(c(i) shall be determined in accordance with the plans, policies and practices of the Company Group; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Executive shall not accrue any additional compensation (including any his Base Salary or through the date of termination, (ii) any earned but unpaid Annual Bonus) or other benefits under this Agreement following such Bonus for any Fiscal Year preceding the Fiscal Year in which the termination of employment.occurs, and

Termination for Cause; Voluntary Termination. At any time, (i) the Company may terminate Executive’s employment for “Cause” (as defined below) by Notice of Termination (as defined in Section 8(e)) specifying the grounds for Cause in reasonable detail, and (ii) Executive may terminate Executive’s employment “voluntarily” (that is, other than by death, Disability or for Good Reason, in accordance with Section 8(a), 8(b) or 8(d), respectively); provided, that Executive shall will be required to give at least thirty (30) days advance written notice to the Company of such termination. “Cause” shall will mean Executive’s: (A) material breach of this Agreement, including the willful failure to substantially perform his duties hereunder; (B) willful failure to carry out, or comply with, in any material respect, any lawful and reasonable directive of the Board, not inconsistent with the terms of this Agreement; (C) commission at any time of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of guilty or no contest or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (D) unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing Executive’s duties and responsibilities hereunder; (E) breach of any written policies or procedures of the Company Group that are applicable to Executive and that have previously been provided to Executive, which breach causes or is reasonably expected to cause material economic harm to any member of the Company Group; or (F) commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against the Company or any of its affiliates (or any of their respective predecessors or successors), which, for the avoidance of doubt, shall will not include any good faith disputes regarding immaterial amounts that relate to Executive’s expense account, reimbursement claims or other de minimis matters; provided, however, that in the case of (A), (B) or (E) above, if any such breach or failure is curable, Executive fails to cure such breach or failure to the reasonable satisfaction of the Board within fifteen (15) days of the date the Company delivers written notice of such breach or failure to Executive. For purposes of this Agreement, no act or failure to act by Executive shall will be considered “willful” unless such act is done or failed to be done intentionally and in bad faith. Upon the termination of Executive’s employment pursuant to this Section 8(c), Executive shall be entitled to receive payment of the Accrued Amounts. All other benefits, if any, due to Executive following Executive’s termination of employment pursuant to this Section 8(c) shall be determined in accordance with the plans, policies and practices of the Company Group; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.

Termination for Cause; Voluntary Termination. At any timetime during the Term, (i) the Company may terminate the Term and Executive’s 's employment hereunder for “"Cause” " (as defined below) by Notice of Termination (as defined in Section 8(e)) written notice specifying the grounds for Cause in reasonable detail, and (ii) Executive may terminate the Term and Executive’s 's employment “hereunder "voluntarily” " (that is, other than by death, Disability or for Good Reason, in accordance with Section 8(aSections 6(a), 8(b6(b) or 8(d6(d), respectively); provided, that Executive shall be required to give at least thirty (30) days advance written notice to the Company of such termination. “"Cause” " shall mean Executive’s's: (A) material willful breach of Executive's obligations under this Agreement, including the willful failure which breach Executive fails to substantially perform his duties hereundercure, if curable, within twenty (20) days after receipt of a written notice of such breach; (B) willful failure gross negligence in the performance or intentional non-performance of Executive's material duties to carry out, the Company or comply with, in any material respect, any lawful and reasonable directive of the Board, not inconsistent with the terms of this Agreementits subsidiaries; (C) commission at any time of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of guilty or no contest or imposition of unadjudicated probation for any felony or a crime involving of moral turpitude; (D) unlawful use (including being under the influence) commission of a material act of deceit, fraud, perjury or possession of illegal drugs on the Company’s premises embezzlement that involves or while performing Executive’s duties and responsibilities hereunder; (E) breach of any written policies directly or procedures of the Company Group that are applicable to Executive and that have previously been provided to Executive, which breach indirectly causes or is reasonably expected to cause material economic harm to any member of the Company Group; or (F) commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against the Company or any of its affiliates (or any of their respective predecessors or successors), which, for the avoidance of doubt, shall not include any good faith disputes regarding immaterial amounts that relate to Executive’s expense account, reimbursement claims or other de minimis matterssubsidiaries; provided, however, that in the case of (A), (B) or (E) above, if any such breach repeatedly (i.e. on more than one occasion) being under the influence of drugs or failure is curable, Executive fails to cure such breach alcohol (other than over-the-counter or failure prescription medicine or other medically-related drugs to the reasonable satisfaction extent they are taken in accordance with their directions or under the supervision of a physician) during the Board within fifteen (15) days performance of the date Executive's duties to the Company delivers written notice or any of its subsidiaries, or, while under the influence of such breach drugs or failure alcohol, engaging in grossly inappropriate conduct during the performance of Executive's duties to Executive. For purposes the Company or any of this Agreement, no act or failure to act by Executive shall be considered “willful” unless such act is done or failed to be done intentionally and in bad faithits subsidiaries. Upon the termination of the Term and Executive’s 's employment hereunder pursuant to this Section 8(c)6(c) by the Company for Cause, Executive shall be entitled to receive payment his Base Salary through the date of termination. Upon the termination of the Term and Executive's employment hereunder pursuant to this Section 6(c) due to Executive's voluntary termination, Executive shall be entitled to receive the Accrued Amounts. Executive shall not accrue any additional compensation (including any Base Salary or bonus) or other benefits under this Agreement following such termination of employment. All other benefits, if any, due to Executive following Executive’s 's termination of employment for Cause or due to Executive's voluntary termination pursuant to this Section 8(c6(c) shall be determined in accordance with the plans, policies and practices of the Company GroupCompany; provided, that Executive shall not be entitled to any payments or benefits under participate in any severance plan, policy or program of the Company Group. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employmentCompany.

Termination for Cause; Voluntary Termination. At any time, (i) the Company may terminate Executive’s 's employment for “Cause” (as defined below) by Notice of Termination (as defined in Section 8(e)) specifying the grounds for Cause in reasonable detail, and (ii) Executive may terminate Executive’s 's employment “voluntarily” (that is, other than by death, Disability or for Good Reason, in accordance with Section 8(a), 8(b) or 8(d), respectively); provided, that Executive shall will be required to give at least thirty (30) days advance written notice to the Company of such termination. “Cause” shall will mean Executive’s's: (A) material breach of this Agreement, including the willful failure to substantially perform his duties hereunder; (B) willful failure to carry out, or comply with, in any material respect, any lawful and reasonable directive of the Board, not inconsistent with the terms of this Agreement; (C) commission at any time of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of guilty or no contest or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (D) unlawful use (including being under the influence) or possession of illegal drugs on the Company’s 's premises or while performing Executive’s 's duties and responsibilities hereunder; (E) breach of any written policies or procedures of the Company Group that are applicable to Executive and that have previously been provided to Executive, which breach causes or is reasonably expected to cause material economic harm to any member of the Company Group; or (F) commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against the Company or any of its affiliates (or any of their respective predecessors or successors), which, for the avoidance of doubt, shall will not include any good faith disputes regarding immaterial amounts that relate to Executive’s 's expense account, reimbursement claims or other de minimis matters; provided, however, that in the case of (A), (B) or (E) above, if any such breach or failure is curable, Executive fails to cure such breach or failure to the reasonable satisfaction of the Board within fifteen (15) days of the date the Company delivers written notice of such breach or failure to Executive. For purposes of this Agreement, no act or failure to act by Executive shall will be considered “willful” unless such act is done or failed to be done intentionally and in bad faith. Upon the termination of Executive’s 's employment pursuant to this Section 8(c), Executive shall will be entitled to receive payment of the Accrued Amounts. All other benefits, if any, due to Executive following Executive’s 's termination of employment pursuant to this Section 8(c) shall will be determined in accordance with the plans, policies and practices of the Company Group; provided, that Executive shall will not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Executive shall will not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.