Common use of Termination Without Compensation Clause in Contracts

Termination Without Compensation. If Executive's employment or the term of this Agreement is terminated for any of the following reasons and in accordance with the provisions of this Section 6, Executive shall not be entitled by virtue of this Agreement to any of the benefits provided in the foregoing Section 5: (i) If prior to the Commencement of the Period of Employment, as a result of Executive's incapacity due to physical or mental illness, Executive shall have been absent from Executive's duties with the Company on a full-time basis for 120 consecutive business days, and within thirty (30) days after a written Notice of Termination (as hereinafter defined in Section 7) is given, Executive shall not have returned to the full-time performance of Executive's duties ("Incapacity Discharge"); (ii) If prior to the Commencement of the Period of Employment, the Company shall desire to terminate this Agreement without reason ("Convenience Termination"). (iii) If the Company shall have Cause. For the purposes of this Agreement, the Company shall have "Cause" to terminate Executive's employment hereunder upon (A) the willful and continued failure by Executive to substantially perform Executive's duties with the Company, which failure causes material and demonstrable injury to the Company (other than any such failure resulting from Executive's incapacity due to physical or mental illness), after a demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive's duties, and after Executive has been given a period (hereinafter known as the "Cure Period") of at least thirty (30) days to correct Executive's performance, or (B) the willful engaging by Executive in other gross misconduct materially and demonstrably injurious to the Company. For purposes of this section, no act, or failure to act, on Executive's part shall be considered "willful" unless conclusively demonstrated to have been done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive's action or omission was in the best interests of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for Executive, together with Executive's counsel, to be heard before the Board), finding that in the good faith opinion of the Board Executive was guilty of conduct set forth above in clauses (i), including the expiration of the Cure Period without the correction of Executive's performance, or (ii) of the preceding subsection and specifying the particulars thereof in detail. (iv) This Agreement shall terminate upon the death, retirement or voluntary resignation of the Executive prior to the commencement of the Period of Employment.

Termination Without Compensation. If Executive's ’s employment or the term of this Agreement is terminated for any of the following reasons and in accordance with the provisions of this Section 6, Executive shall not be entitled by virtue of this Agreement to any of the benefits provided in the foregoing Section 5: (i) If prior to the Commencement of the Period of Employment, as a result of Executive's ’s incapacity due to physical or mental illness, Executive shall have been absent from Executive's ’s duties with the Company on a full-time basis for 120 consecutive business days, and within thirty (30) days after a written Notice of Termination (as hereinafter defined in Section 7) is given, Executive shall not have returned to the full-time performance of Executive's ’s duties ("“Incapacity Discharge"”); (ii) If prior to the Commencement of the Period of Employment, the Company shall desire to terminate this Agreement without reason ("“Convenience Termination"”). (iii) If the Company shall have Cause. For the purposes of this Agreement, the Company shall have "“Cause" ” to terminate Executive's ’s employment hereunder upon (A) the willful and continued failure by Executive to substantially perform Executive's ’s duties with the Company, which failure causes material and demonstrable injury to the Company (other than any such failure resulting from Executive's ’s incapacity due to physical or mental illness), after a demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive's ’s duties, and after Executive has been given a period (hereinafter known as the "“Cure Period"”) of at least thirty (30) days to correct Executive's ’s performance, or (B) the willful engaging by Executive in other gross misconduct materially and demonstrably injurious to the Company. For purposes of this section, no act, or failure to act, on Executive's ’s part shall be considered "“willful" ” unless conclusively demonstrated to have been done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive's ’s action or omission was in the best interests of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for Executive, together with Executive's ’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board Executive was guilty of conduct set forth above in clauses (i), including the expiration of the Cure Period without the correction of Executive's ’s performance, or (ii) of the preceding subsection and specifying the particulars thereof in detail. (iv) This Agreement shall terminate upon the death, retirement or voluntary resignation of the Executive prior to the commencement of the Period of Employment.

Termination Without Compensation. If Executive's ’s employment or the term of this Agreement is terminated for any of the following reasons and in accordance with the provisions of this Section 6, Executive shall not be entitled by virtue of this Agreement to any of the benefits provided in the foregoing Section 5: (i) If prior to the Commencement of the Period of Employment, as a result of Executive's ’s incapacity due to physical or mental illness, Executive shall have been absent from Executive's ’s duties with the Company on a full-time basis for 120 consecutive business days, and within thirty (30) days after a written Notice of Termination (as hereinafter defined in Section 7) is given, Executive shall not have returned to the full-time performance of Executive's ’s duties ("“Incapacity Discharge"”); (ii) If prior to the Commencement of the Period of Employment, the Company shall desire to terminate this Agreement without reason ("Convenience Cause as of the Date of Termination as provided in a written Notice of Termination"). (iii) If the Company shall have Cause. For the purposes of this Agreement, the Company shall have "“Cause" ” to terminate Executive's ’s employment hereunder upon (A) the willful and continued failure by Executive to substantially perform Executive's ’s duties with the Company, which failure causes material and demonstrable injury to the Company (other than any such failure resulting from Executive's ’s incapacity due to physical or mental illness), after a demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive's ’s duties, and after Executive has been given a period (hereinafter known as the "“Cure Period"”) of at least thirty (30) days to correct Executive's ’s performance, or (B) the willful engaging by Executive in other gross misconduct materially and demonstrably injurious to the Company. For purposes of this sectionthe foregoing definition of “Cause”, no act, or failure to act, on Executive's ’s part shall be considered "“willful" ” unless conclusively demonstrated to have been done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive's ’s action or omission was in the best interests of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for Executive, together with Executive's ’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board Executive was guilty of conduct set forth above in clauses (iA), including the expiration of the Cure Period without the correction of Executive's ’s performance, or (iiB) of the preceding subsection this Section 6(a)(iii) and specifying the particulars thereof in detail. (iv) This Agreement shall terminate upon the death, retirement or voluntary resignation of the Executive prior to the commencement of the Period of Employment.