Common use of With or Without Cause Clause in Contracts

With or Without Cause. The Company may terminate this Agreement and the Executive’s employment with or without “Cause.” For purposes of this Agreement, “Cause” means (i) the continued failure of Executive to comply with the lawful directives of the Chairman or the Board (other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company or delivering a Notice of Termination for Good Reason to the Company) within 30 days after a written demand is delivered to the Executive by the Company specifying the failure; (ii) any act by Executive of illegality, dishonesty or fraud in connection with the Executive’s employment; (iii) the willful engaging by Executive in gross misconduct which is demonstrably and materially injurious to the Company or its affiliates; (iv) Executive’s conviction of or pleading guilty or no contest to a felony; or (v) a violation of Section 6 or 7 herein. For purpose of this paragraph (b), no act or failure to act by Executive shall be considered “willful” unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Cause shall not exist unless and until the Company has delivered to Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by two-thirds (2¤3) of the entire Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose, finding that in the good faith opinion of the Board an event set forth in clauses (i) - (v) above has occurred and specifying the particulars thereof in detail.

With or Without Cause. The Company may may, at any time, in its sole discretion, terminate this Agreement and the Executive’s your employment upon written notice with or without “Cause.” . For purposes of this Agreement, the term “Cause” means (i) the continued failure means: 1. your commission of Executive an act that is materially and demonstrably detrimental to comply with the lawful directives of the Chairman or the Board (other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by Block, the Company or delivering a Notice any Affiliate, which act constitutes gross negligence or willful misconduct by you in the performance of Termination for Good Reason your material duties to Block, the Company) Company or any Affiliate; or 2. your commission of any material act of dishonesty or breach of trust resulting in or intending to result in your material personal gain or your material enrichment at the expense of Block, the Company or any Affiliate, but in each case, excluding good faith disputes regarding your expense account or expense reimbursement; or 3. your material violation of Sections 5 or 6 of this Agreement which violation, if curable, is not cured by you within 30 days after a of the Company providing you with written demand is delivered notice of such material violation; or 4. the inability of Block, the Company and/or an Affiliate to participate, in whole or in part, in any current activity subject to governmental regulation and material to the Executive by business of Block, the Company specifying and their Affiliates solely as the failure; (ii) result of any act willful action or inaction by Executive you, as described in the last sentence Section 1(d), which action or inaction, if curable, is not cured by you within 30 days of illegality, dishonesty or fraud in connection with the Executive’s employment; (iii) the willful engaging by Executive in gross misconduct which is demonstrably and materially injurious to the Company providing you with written notice of such action or its affiliates; (iv) Executive’s conviction of or pleading guilty or no contest to a felony; or (v) a violation of Section 6 or 7 hereininaction. For purpose purposes of this paragraph (bSection 4(a), no act act, or failure to act act, by Executive shall you will be considered “willful” unless done it is done, or omitted to be done done, by Executive you in bad faith and or without reasonable belief that Executive’s the action or omission was in the best interests of the Company or its affiliatesBlock. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board or based upon (B) the advice of counsel for the Company Block shall be conclusively presumed to be done, or omitted to be done, by Executive you in good faith and in the best interests of the Company. Cause The termination of your employment shall not exist be deemed to be for Cause unless and until the Company has there shall have been delivered to Executive, along with the Notice of Termination for Cause, you a copy of a resolution duly adopted by two-thirds (2¤3) the affirmative vote of not less than the majority of the entire membership of the Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purposepurpose (after reasonable notice is provided to you and you are given an opportunity to be heard, together with your counsel, before the Board), finding that that, in the good faith opinion of the Board an event set forth Board, you are guilty of the conduct described in clauses (i) - (v) above has occurred Section 4(a), and specifying the particulars thereof in detail.

With or Without Cause. The Company may may, at any time, in its sole discretion, terminate this Agreement and the Executive’s your employment upon written notice with or without “Cause.” . For purposes of this Agreement, the term “Cause” means (i) the continued failure means: 1. your commission of Executive an act that is materially and demonstrably detrimental to comply with the lawful directives of the Chairman or the Board (other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by Block, the Company or delivering a Notice any Affiliate, which act constitutes gross negligence or willful misconduct by you in the performance of Termination for Good Reason your material duties to Block, the Company) Company or any Affiliate; or 2. your commission of any material act of dishonesty or breach of trust resulting in or intending to result in your material personal gain or your material enrichment at the expense of Block, the Company or any Affiliate, but, in each case, excluding good faith disputes regarding your expense account or expense reimbursement; or 3. your material violation of Section 5 or Section 6 of this Agreement which violation, if curable, is not cured by you within 30 days after a of the Company providing you with written demand is delivered notice of such material violation; or 4. the inability of Block, the Company and/or an Affiliate to participate, in whole or in part, in any current activity subject to governmental regulation and material to the Executive by business of Block, the Company specifying and their Affiliates solely as the failure; (ii) result of any act willful action or inaction by Executive you, as defined below, which action or inaction, if curable, is not cured by you within 30 days of illegality, dishonesty or fraud in connection with the Executive’s employment; (iii) the willful engaging by Executive in gross misconduct which is demonstrably and materially injurious to the Company providing you with written notice of such action or its affiliates; (iv) Executive’s conviction of or pleading guilty or no contest to a felony; or (v) a violation of Section 6 or 7 hereininaction. For purpose purposes of this paragraph (bSection 4(a), no act act, or failure to act act, by Executive shall you will be considered “willful” unless done it is done, or omitted to be done done, by Executive you in bad faith and or without reasonable belief that Executive’s the action or omission was in the best interests of the Company or its affiliatesBlock. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board or based upon (B) the advice of counsel for the Company Block shall be conclusively presumed to be done, or omitted to be done, by Executive you in good faith and in the best interests of the Company. Cause The termination of your employment shall not exist be deemed to be for Cause unless and until the Company has there shall have been delivered to Executive, along with the Notice of Termination for Cause, you a copy of a resolution duly adopted by two-thirds (2¤3) the affirmative vote of not less than the majority of the entire membership of the Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purposepurpose (after reasonable notice is provided to you and you are given an opportunity to be heard, together with your counsel, before the Board), finding that that, in the good faith opinion of the Board an event set forth Board, you are guilty of the conduct described in clauses (i) - (v) above has occurred Section 4(a), and specifying the particulars thereof in detail.

With or Without Cause. The Company may terminate this Agreement and the Executive’s employment with or without “Cause.” . For purposes of this Agreement, “Cause” means shall mean: (i) the Executive’s willful and continued failure of Executive to comply perform substantially his duties with the lawful directives of the Chairman or the Board Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness Disability or any such failure subsequent to Executive being delivered a Notice notice of Termination the Company’s intent to terminate Executive’s employment without Cause by or delivering to the Company or delivering a Notice notice of Termination Executive’s intent to terminate for Good Reason to the CompanyReason) within 30 days after a written demand for substantial performance is delivered to the Executive by the Board, the Compensation Committee or the Chief Executive Officer of the Company specifying which specifically identifies the manner in which the Board, the Compensation Committee or the Chief Executive Officer of the Company believes Executive has not substantially performed Executive’s duties and Executive, after a period of no less than thirty days as set forth in the Company’s notice, has failed to cure such failure; (ii) any act by Executive of illegality, Executive’s willful dishonesty or fraud misconduct in the performance of his duties that could reasonably be expected to cause a material harm to the Company or any of its subsidiaries; (iii) Executive’s involvement in a transaction in connection with the Executive’s employment; (iii) the willful engaging by Executive in gross misconduct which is demonstrably and materially injurious performance of his duties to the Company or any of its affiliatessubsidiaries which has not been disclosed to the Board or Company and which is adverse to the interests of the Company or its subsidiaries and which is engaged in for personal profit (whether for the benefit of Executive or any other person or entity related to Executive or with respect to which Executive has a material interest); or (iv) Executive’s conviction (by a court of competent jurisdiction) of, or pleading guilty a plea of nolo contendere to, any crime that constitutes a felony under federal, state or local law (other than a motor vehicle violation for which no contest to a felony; or (v) a violation of Section 6 or 7 hereincustodial penalty is imposed). For purpose of this paragraph (b)the definition of Cause set forth above, no act or failure to act by Executive shall be considered “willful” unless done or omitted to be done by Executive in bad 1▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ n (▇▇▇) ▇▇▇-▇▇▇▇ n Fax (▇▇▇) ▇▇▇-▇▇▇▇ Magic Communications, Inc. faith and without reasonable belief that Executive’s action or omission was in the best interests of the Company or and its affiliatessubsidiaries. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Cause shall not exist unless and until the Company has delivered to Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by two-thirds (2¤3) of the entire Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose, finding that in the good faith opinion of the Board an event set forth in clauses (i) - (v) above has occurred and specifying the particulars thereof in detail.

With or Without Cause. The Company Corporation may terminate this Agreement and the Executive’s 's employment with or without “"Cause.” " The Employment Period shall immediately end upon a termination by the Corporation with Cause. For purposes of this Agreement, “"Cause” " means (i) the willful and continued failure of Executive to comply perform substantially his duties with the lawful directives of the Chairman or the Board Corporation (other than any such failure resulting from Executive’s 's incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company or delivering a Notice of Termination for Good Reason to the Companyillness) within 30 days after a written demand for substantial performance is delivered to the Executive by the Company specifying Board which specifically identifies the failure; manner in which the Board believes that Executive has not substantially performed Executive's duties, (ii) any act by Executive of illegality, dishonesty or fraud in connection with the Executive’s employment; (iii) the willful engaging by Executive in gross misconduct and reckless negligence which materially and adversely affects the Corporation's business; (iii) Executive's willful engaging in conduct that is demonstrably and materially injurious to the Company or its affiliatesCorporation; (iv) Executive’s 's conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty or no contest to to, a felony; , or (v) a violation material breach of Section 6 any of Executive's obligations not to compete with the Corporation or 7 hereinto maintain the confidentiality of its confidential and proprietary information. For purpose of this paragraph (b)Section 4.2, no act or failure to act by Executive shall be considered “"willful” " unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s 's action or omission was in the best interests of the Company or its affiliatesCorporation. Any act, or failure to act, based upon authority given pursuant to a resolution duly duty adopted by the Board or based upon the advice of counsel for the Company Corporation shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the CompanyCorporation. Cause shall not exist unless and until (a) in the Company event of any Cause defined and clauses (i), (ii), (iii) and (v) above, a written noticed has been provided to the Executive by the Board specifically identifying the Cause that is the basis for the Board's determination and Executive has failed to cure or remedy the action or omission so identified within a period of 30 days after Executive's receipt of such notice (unless the action or omission is of a nature that it cannot be cured or remedied), and (b) the Corporation has delivered to Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by two-thirds (2¤3) of the entire Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purposepurpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clauses (i) - to (v) above has occurred and specifying the particulars thereof in detail. If the Board does not notify Executive that any occurrence or event shall constitute "Cause" within sixty (60) days following the Board's first knowledge of such occurrence or event, such occurrence or event shall not constitute Cause under this Agreement. Any events, facts or circumstances known to the Board that have occurred prior to the Effective Date, and any consequences thereof (whether before or after the Effective Date), shall not constitute "Cause" under this Agreement.

With or Without Cause. The Company Corporation may terminate this Agreement and the Executive’s 's employment with or without “"Cause.” " For purposes of this Agreement, “"Cause” " means (i) the continued failure of Executive to comply perform substantially his duties with the lawful directives of the Chairman or the Board Corporation (other than any such failure resulting from Executive’s 's incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company Corporation or delivering a Notice of Termination for Good Reason to the Company) within 30 days after a written demand is delivered to the Executive by the Company specifying the failureCorporation); (ii) any act by Executive of illegality, dishonesty or fraud in connection with the Executive’s 's employment; (iii) the willful engaging by Executive in gross misconduct which is demonstrably and materially injurious to the Company Corporation or its affiliates; (iv) Executive’s 's conviction of or pleading guilty or no contest to a felony; or (v) a violation of Section 6 or 7 herein. For purpose of this paragraph (b), no act or failure to act by Executive shall be considered “"willful” " unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s 's action or omission was in the best interests of the Company Corporation or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company Corporation shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the CompanyCorporation. Cause shall not exist unless and until the Company Corporation has delivered to Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by twothree-thirds quarters (2¤33/4) of the entire Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose, finding that in the good faith opinion of the Board an event set forth in clauses (i) - (v) above has occurred and specifying the particulars thereof in detail. The Board must notify Executive of any event constituting Cause within ninety (90) days following the Board's knowledge of its existence or such event shall not constitute Cause under this Agreement.

With or Without Cause. The Company Corporation may terminate this Agreement and the Executive’s 's employment with or without “"Cause.” " For purposes of this Agreement, “"Cause” " means (i) the continued failure of Executive to comply perform substantially his duties with the lawful directives of the Chairman or the Board Corporation (other than any such failure resulting from Executive’s 's incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company Corporation or delivering a Notice of Termination for Good Reason to the Company) within 30 days after a written demand is delivered to the Executive by the Company specifying the failureCorporation); (ii) any act by Executive of illegality, dishonesty or fraud in connection with the Executive’s 's employment; (iii) the willful engaging by Executive in gross misconduct which is demonstrably and materially injurious to the Company Corporation or its affiliates; (iv) Executive’s 's conviction of or pleading guilty or no contest to a felony; or (v) a violation of Section 6 or 7 herein. For purpose of this paragraph (b), no act or failure to act by Executive shall be considered “"willful” " unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s 's action or omission was in the best interests of the Company Corporation or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company Corporation, or upon the instructions of the CEO or another officer of the Corporation senior to the Executive shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the CompanyCorporation. Cause shall not exist unless and until the Company Corporation has delivered to Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by twothree-thirds quarters (2¤33/4) of the entire Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose, finding that in the good faith opinion of the Board an event set forth in clauses (i) - (v) above has occurred and specifying the particulars thereof in detail. The Board must notify Executive of any event constituting Cause within ninety (90) days following the Board's knowledge of its existence or such event shall not constitute Cause under this Agreement.