Common use of Termination by the Company for Cause Clause in Contracts

Termination by the Company for Cause. (i) A termination for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days written notice by the Board of the intention to terminate his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.

Termination by the Company for Cause. The Company may terminate the Executive's employment under this Agreement for "Cause," at any time prior to expiration of the Term of the Agreement, only in the event of (i) A termination the Executive's failure to substantially perform the duties described in this Agreement, (ii) acts or omissions constituting recklessness or willful misconduct on the part of the Executive in respect of his fiduciary obligations to the Company which is materially and demonstrably injurious to the Company, or (iii) the Executive's conviction for Cause shall not take effect unless fraud, misappropriation or embezzlement in connection with the provisions assets of this subsection the Company. In the case of clause (i) are complied with. Employee only, it shall also be a condition precedent to the Company's right to terminate the Executive's employment for Cause that (1) the Company shall first have given not less than thirty (30) days the Executive written notice stating with specificity the reason for the termination ("breach") at least 60 days before the meeting of the Board of Directors called to make such determination and the Executive and his counsel are given the opportunity to answer such grounds for termination in person, at a hearing or in writing delivered to the Chairman of the Board, in the Executive's discretion, before a vote by the Board of Directors on the intention existence of Cause; and (2) if such breach is susceptible to terminate his cure or remedy, a period of 60 days from and after the giving of the notice described in (1) shall have elapsed without the Executive having effectively cured or remedied such breach during such 30-day period, unless such breach cannot be cured or remedied within 60 days, in which case the period for remedy or cure shall be extended for a reasonable time (not to exceed an additional 30 days), provided the Executive has made and continues to make a diligent effort to effect such remedy or cure. In the case of clause (iii) above, the Executive's employment under this Agreement may be terminated immediately without any advance written notice. Upon a determination that grounds exist for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed a termination for Cause is based. Employee by the Board of Directors and that the breach cannot be cured, or immediately in the case of clause (iii) above, the Company's obligation to pay the Executive's Base Salary, any Performance Bonus and benefits shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to actimmediately cease, except to the extent such cure is possible. If he fails to cure such act any Base Salary or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If cure is Performance Bonus has been earned but has not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actyet been paid.

Termination by the Company for Cause. (i) A termination for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty fifteen (3015) days prior written notice by the Board Company of the intention to terminate his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty fifteen (3015) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty fifteen (3015) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board Company may, in its sole and absolute discretion, prohibit Employee from entering the premises of any member of the Company (or any subsidiary thereof) Group or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board Company that he desires to enter the premises of any member of the Company (or a subsidiary thereof) Group or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of any member of the Company (or a subsidiary thereof) Group or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.

Termination by the Company for Cause. (i) A termination The Executive's employment hereunder may be terminated for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days upon written notice by the Company. For purposes of this Agreement, "Cause" shall mean (i) the willful and continued failure by the Executive to substantially perform his obligations under this Agreement (other than such failure resulting from his Disability) after a demand for substantial performance has been delivered to him by the Board which specifically identifies the manner in which the Board believes the Executive has not substantially performed such provisions and the Executive has failed to remedy the situation three months after such demand; (ii) the Executive's willfully engaging in conduct materially and demonstrably injurious to the property or business of the intention to terminate his employment for CauseCompany, including without limitation, fraud, misappropriation of funds or other property of the Company, other willful misconduct, gross negligence or conviction of a felony or any crime of moral turpitude; or (iii) the Executive's material breach of this Agreement which breach has not been remedied by the Executive within three months after the receipt by the Executive of written notice from the Company that the Executive is in material breach of this Agreement, specifying the particulars of such notice to state in detail the particular act or acts breach. For purposes of this Agreement, no act, or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, on the part of the Executive shall be deemed "willful" or engaged in "willfully" if it was due primarily to an error in judgment or negligence, but shall be deemed "willful" or engaged in "willfully" only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated as a result of "Cause" hereunder unless and until there shall have been delivered to the extent Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board called and held for such cure is possible. If he fails purpose (after reasonable notice to cure such act or acts or failure or failures the Executive and an opportunity for the Executive, together with his counsel, to actbe heard before the Board), finding that, in the good faith opinion of the Board, the termination Executive has committed an act set forth above in this Section 5(D) and specifying the particulars thereof in detail. Nothing herein shall be effective on limit the date immediately following the expiration right of the thirty (30) day notice period. If cure is not possible, Executive or his legal representative to contest the termination shall be effective on the date validity or propriety of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actdetermination.

Termination by the Company for Cause. The Company may terminate the Executive's employment under this Agreement for "Cause," at any time prior to expiration of the Term of the Agreement, only in the event of (i) A termination the Executive's failure to substantially perform the duties described in this Agreement, (ii) acts or omissions constituting recklessness or willful misconduct on the part of the Executive in respect of her fiduciary obligations to the Company which is materially and demonstrably injurious to the Company, or (iii) the Executive's conviction for Cause shall not take effect unless fraud, misappropriation or embezzlement in connection with the provisions assets of this subsection the Company. In the case of clause (i) are complied with. Employee only, it shall also be a condition precedent to the Company's right to terminate the Executive's employment for Cause that (1) the Company shall first have given not less than thirty (30) days the Executive written notice stating with specificity the reason for the termination ("breach") at least 60 days before the meeting of the Board of Directors called to make such determination and the Executive and her counsel are given the opportunity to answer such grounds for termination in person, at a hearing or in writing delivered to the Chairman of the Board, in the Executive's discretion, before a vote by the Board of Directors on the intention existence of Cause; and (2) if such breach is susceptible to terminate his cure or remedy, a period of 60 days from and after the giving of the notice described in (1) shall have elapsed without the Executive having effectively cured or remedied such breach during such 30-day period, unless such breach cannot be cured or remedied within 60 days, in which case the period for remedy or cure shall be extended for a reasonable time (not to exceed an additional 30 days), provided the Executive has made and continues to make a diligent effort to effect such remedy or cure. In the case of clause (iii) above, the Executive's employment under this Agreement may be terminated immediately without any advance written notice. Upon a determination that grounds exist for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed a termination for Cause is based. Employee by the Board of Directors and that the breach cannot be cured, or immediately in the case of clause (iii) above, the Company's obligation to pay the Executive's Base Salary, any Performance Bonus and benefits shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to actimmediately cease, except to the extent such cure is possible. If he fails to cure such act any Base Salary or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If cure is Performance Bonus has been earned but has not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actyet been paid.

Termination by the Company for Cause. The Company shall have the right to terminate for “Cause” immediately. For purposes of this Agreement, “Cause” shall mean (i) A termination for Cause fraud, embezzlement, or theft against the Company or any of its affiliates, (ii) any material violation of the Company’s corporate policies or code of ethics, (iii) any acts involving gross negligence, dishonesty or fraud, or that in the good faith opinion of the Company may cause a material harm to the Company or any of its affiliates, or any conviction of, or guilty plea or nolo contendere plea to, or confession of, a Class A-type felony or felony involving moral turpitude or other crime involving moral turpitude, (iv) an unauthorized disclosure or misuse of any trade secrets or confidential information of the Company or any of its affiliates, (v) material nonperformance by the Employee of his duties hereunder, including, without limitation, failing in any material respect to carry out lawful directions of the Board, and failure to remedy such nonperformance within ten (10) days following written notice from the Company specifically identifying the nonperformance and the actions required to cure it, provided that the Employee shall not take effect unless be permitted to cure repeated failures, (vi) willful misconduct by the Employee that is intended to, or reasonably likely to, in the good faith judgment of the Company, materially injure the business, prospects, or reputation of the Company or its affiliates and failure to remedy such misconduct within ten (10) days following written notice from the Company specifically identifying the misconduct and the actions required to cure it (if such misconduct can be cured), provided that the Employee shall not be permitted to cure repeated failures, (vii) breach of a fiduciary duty owed to the Company or any of the material terms or provisions of this subsection Agreement and failure to remedy such breach within ten (i10) are complied with. days following written notice from the Company specifically identifying the breach and the actions required to cure it (if such breach can be cured), provided that the Employee shall not be given not less than thirty permitted to cure repeated failures, (30viii) days written notice by the Board use of illegal drugs at work; and (ix) material breach of the intention terms of this Agreement. Notwithstanding any other provision of this Agreement, in the event of a termination pursuant to terminate his employment for Causethis Section, such notice the Company shall only be obligated to state in detail pay the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have within thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the of Employee’s termination shall be effective on the date immediately following the expiration of the thirty employment (30a) day notice period. If cure is not possible, the termination shall be effective on his base salary through the date of receipt termination, (b) reimbursement for reimbursable business expenses incurred prior to the date of termination, and (c) such notice other benefits and payments to which the Employee may be entitled by Employee. During any cure period provided hereunder, law or pursuant to the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises benefit plans of the Company then in effect (or the amounts described in clauses (a)-(c), the “Accrued Obligations”). Notwithstanding the foregoing, any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event payment to which the Employee may be entitled pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises benefit plans of the Company (or then in effect shall be paid at the time and in the form specified in such benefit plans. For the avoidance of doubt, in the event of a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure termination under this Section 7.A., the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall not be permitted entitled to enter any other payments under this Agreement except as set forth in the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actimmediately preceding sentence.

Termination by the Company for Cause. (i) A termination for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty fifteen (3015) days written notice by the Board of the intention to terminate his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty fifteen (3015) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty fifteen (3015) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.

Termination by the Company for Cause. (i) A If this Agreement is terminated by the Company for Cause, the Company shall have no further obligations to Executive under this Agreement other than the Company’s obligation to pay Base Salary and any other accrued compensation or vested benefits owed to Executive as of the Termination Date. For the avoidance of doubt, this amount does not include the yet to be earned Base Salary that Executive would have earned had his employment not terminated prior to the expiration of the then applicable Term. The Company shall reimburse Executive for expenses incurred by Executive through the Termination Date that are reimbursable pursuant to Section 4.03. Additionally and notwithstanding any language in any long-term incentive plan or award, including any profits interest awards, if this Agreement is terminated by the Company for Cause, Executive will be treated as forfeiting all unvested award and any interests in any such awards. The Board may only terminate Executive’s employment hereunder in good faith on account of Cause, or it may separately determine that any termination is on account of Cause. Prior to such determination, however, the Board shall provide written notice to Executive, including the reasons for the determination of Cause, and if curable, any actions necessary or appropriate to cure such determination. If the Cause event is curable, Executive shall have the opportunity to appear before the Board to present arguments and evidence on his behalf and , Executive shall have a reasonable period of time, not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than to exceed thirty (30) days written notice by the Board of the intention to terminate his employment for Causedays, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure any such act finding of Cause hereunder. Following such presentation, upon Executive’s failure to appear or acts or upon Executive’s failure or failures to actcure, to as the extent such cure is possible. If he fails to cure such act or acts or failure or failures to actcase may be, the termination Board, by an affirmative vote of a majority of its members (excluding Executive), shall be effective on confirm that the date immediately following the expiration actions or inactions of the thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided Executive constitute Cause hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.

Termination by the Company for Cause. (i) A termination The Company may terminate the Executive's employment during the Employment Term for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days at any time upon written notice by from the Board of the intention to terminate his employment for Cause, specifying such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following and the expiration of the thirty (30) day notice period. If cure is not possibleperiod specified below, and thereafter, the termination Company's obligations hereunder (other than the obligation to pay any accrued salary or benefit) shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole cease and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reasonterminate; provided, however, that if cure is possible, and Employee can reasonably demonstrate to such written notice shall not be delivered until after the Board that he desires shall have given the Executive written notice specifying the conduct alleged to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt have constituted such Cause. The Executive shall have 30 days to cure the act matters specified in the notice delivered by the Board (to the extent that such matters are curable). For purposes of this Agreement, "Cause" shall mean the Executive's willful misconduct, dishonesty or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company other willful actions (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or willful failures to act) which are materially and demonstrably injurious to the Company, or a material breach by the Executive of one or more terms of this Agreement, which shall include the Executive's habitual neglect of the material duties required of him under this Agreement. For purposes of this Section, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. 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 the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the Board by the vote of a majority of the entire Board at a meeting of the Board duly called and held for such purpose, at which the Executive shall have an opportunity to be present and to be heard, finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described above, and specifying the particulars thereof in detail.

Termination by the Company for Cause. (i) A termination for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty fifteen (3015) days prior written notice by the Board of the intention to terminate his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty fifteen (3015) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty fifteen (3015) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.

Termination by the Company for Cause. (i) A termination for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days written notice by the Board of the intention to terminate his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If cure is not possible, as determined by the Board in its sole discretion, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act.

Termination by the Company for Cause. (i) A termination for Cause by the Company shall not take effect unless the following provisions of this subsection paragraph (i) are complied with. Employee : The Executive shall first be given not less than thirty (30) days written notice by the Board of the its intention to terminate his employment him for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is basedbased and (B) to be given within ninety (90) days of the Board learning of such act or acts or failure or failures to act. Employee The Executive shall then have thirty ten (3010) calendar days after the date that such written notice has been given to Employee received by the Executive in which to cure such act or acts or failure or failures to actconduct, to the extent such cure is possiblepossible (solely with respect to paragraph (ii) of the definition of “Cause” set forth in Section 1(e) above). If he the Executive fails to cure such act conduct or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If such cure is not possible, the termination Executive shall then be entitled to a hearing before the Board, at which the Executive and his representative shall have the right to attend and address the Board. Such hearing shall be effective on held within fifteen (15) calendar days of such notice to the date Executive, provided he requests such hearing within ten (10) calendar days of receipt of the written notice from the Board of the intention to terminate him for Cause. If, within five (5) calendar days following such hearing, the Executive is furnished written notice by Employee. During any cure period provided hereunderthe Board confirming that at least two-thirds of the entire membership of the Board determined, in good faith, that the Executive engaged in conduct set forth in the definition of Cause herein, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition Executive shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination thereupon be immediately terminated for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actCause.

Termination by the Company for Cause. (i) A termination by the Company for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty fifteen (3015) days prior written notice by the Board of the intention to terminate his employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty fifteen (3015) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty fifteen (3015) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to act. For the avoidance of doubt, (A) if Employee terminates his employment after receiving notice from the Board pursuant to this Section 8(c)(i) of its intention to terminate his employment for Cause and prior to Employee curing any act or failure to act in accordance with this Section 8(c)(i) or (B) if Employee fails to comply with the terms and conditions applicable during any Notice Period or Garden Leave, in either case, Employee’s employment will be deemed terminated by the Company for Cause and Employee shall not be entitled to the payments and benefits set forth in Section 8(d) or (e) below.

Termination by the Company for Cause. (i) A termination The Company may terminate the Executive’s employment during the Employment Term for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days at any time upon written notice by from the Board of the intention to terminate his employment for Cause, Company specifying such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following and the expiration of the thirty (30) day notice period. If cure is not possibleperiod specified below, and thereafter, the termination Company’s obligations hereunder (other than the obligation to pay any accrued salary or benefit) shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole cease and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reasonterminate; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of such written notice shall not be delivered until after the Company (or a subsidiary thereof) or shall have given the Executive written notice specifying the conduct alleged to otherwise perform his duties hereunder solely to attempt have constituted such Cause. The Executive shall have 30 days to cure the act matters specified in the notice delivered by the Board (to the extent that such matters are curable). For purposes of this Agreement, “Cause” shall mean the Executive’s willful misconduct, dishonesty or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company other willful actions (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or willful failures to act) which are materially and demonstrably injurious to the Company, or a material breach by the Executive of one or more terms of this Agreement, which shall include the Executive’s habitual neglect of the material duties required of her under this Agreement. For purposes of this Paragraph, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based on the advice of counsel for the Company shall be presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In addition, Executive’s employment shall be deemed to have terminated for Cause if, within six months after the date of Executive’s Separation from Service (as hereinafter defined), based on facts and circumstances discovered after the Executive’s employment has terminated, the Board determines in good faith after appropriate investigation that the Executive committed an act during the Employment Term that would have justified a termination for Cause.

Termination by the Company for Cause. (i) A The Company may terminate this Agreement and Singdahlsen's employment at any time if such termination is for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days "Cause", as defined below, by delivering to Singdahlsen written notice of termination supported by the Board a reasonably detailed statement of the intention to terminate his employment relevant facts and reason for Cause, termination and such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on immediately upon delivery of such notice to Singdahlsen. In the date immediately following the expiration event of the thirty (30) day notice period. If cure is not possiblesuch termination, the termination Company shall be effective on pay Singdahlsen, no later than the ten days following the date of receipt termination, a lump sum equal to Singdahlsen's accrued base salary through the date of such notice termination, and any and all accrued vacation pay, and accrued benefits through the date of termination. Unvested stock options or restricted stock shall be forfeited by EmployeeSingdahlsen. During any cure period provided hereunderFor purposes of this Agreement, "Cause" shall exist if (i) Singdahlsen has committed an act of embezzlement, fraud or theft with respect to the Board mayproperty of the Company, in its sole and absolute discretion, prohibit Employee from entering (ii) disregarded the premises rules of the Company (so as to cause material loss, damage or any subsidiary thereof) or otherwise performing his duties hereunderinjury to, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to materially endanger, the Company's property, business or employees, (iii) Singdahlsen has abused alcohol or drugs on the job or in a manner affecting his job performance, (iv) Singdahlsen has been found guilty of or has plead nolo contendere to the commission of a felony offense or a misdemeanor offense involving moral turpitude, or (v) Singdahlsen has breached this Agreement or has failed to perform his Singdahlsen's duties hereunder solely for under this Agreement, including by reason of Singdahlsen's failure to execute the purposes reasonable directives of curing such the Company's Chief Executive Officer or the Board of Directors. Notwithstanding the foregoing sentence, in the event that a failure occurs under clause (v) of the foregoing sentence, "Cause" shall not exist if the failure is the result of Singdahlsen's unwillingness to execute any act which would constitute a violation of existing law, regulation or acts rule applicable to Company or Singdahlsen, or if the failure is the result of an act of a party or failures to actan intervening event outside of Singdahlsen's authority or control.

Termination by the Company for Cause. (i) A termination The Company may terminate the Executive’s employment during the Employment Term for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days at any time upon written notice by from the Board of the intention to terminate his employment for Cause, specifying such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following and the expiration of the thirty (30) day notice period. If cure is not possibleperiod specified below, and thereafter, the termination Company’s obligations hereunder (other than the obligation to pay any accrued salary or benefit) shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole cease and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reasonterminate; provided, however, that if cure is possible, and Employee can reasonably demonstrate to such written notice shall not be delivered until after the Board that he desires shall have given the Executive written notice specifying the conduct alleged to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt have constituted such Cause. The Executive shall have 30 days to cure the act matters specified in the notice delivered by the Board (to the extent that such matters are curable). For purposes of this Agreement, “Cause” shall mean the Executive’s willful misconduct, dishonesty or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company other willful actions (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or willful failures to act) which are materially and demonstrably injurious to the Company, or a material breach by the Executive of one or more terms of this Agreement, which shall include the Executive’s habitual neglect of the material duties required of him under this Agreement. For purposes of this Paragraph, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. 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 the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the Board by the vote of a majority of the entire Board at a meeting of the Board duly called and held for such purpose, at which the Executive shall have an opportunity to be present and to be heard, finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described above, and specifying the particulars thereof in detail.

Termination by the Company for Cause. The Company may terminate the Executive’s employment and this Agreement at any time during the Term for Cause, effective immediately upon written notice to the Executive of such termination. For purposes of this Section 5.1, “Cause” shall mean: a willful failure or refusal on Executive’s part to perform Executive’s duties under this Agreement, willful failure or refusal to carry out the lawful directions of the Board of Directors of the Company (i) A the “Board”); willful gross misconduct, willful dishonesty or fraud on Executive’s part in connection with Executive’s employment, regardless of whether it results in economic harm to the Company or its subsidiaries or affiliates; or a material breach by the Executive of any provision of this Agreement. No termination of the Executive's employment hereunder by the Company for Cause shall be effective as a termination for Cause shall not take effect unless the provisions of this subsection (i) are Section shall first have been complied with. Employee The Executive shall be given not less than thirty (30) days written notice by the Board of the intention to terminate his employment for CauseBoard, with such notice to state stating in reasonable detail the particular act or acts or failure or failures to act circumstances that constitute the grounds on which the proposed termination for Cause is based. Employee The Executive shall have thirty ten (3010) days after the date that receipt of such written notice has been given to Employee in which to fully cure such act or acts or failure or failures to actalleged violation, to the extent such cure is if possible. If he fails to cure such act or acts or failure or failures to actalleged violation within such ten (10) day period, the termination Executive shall then be effective on entitled to a hearing in person (together with counsel) before the date immediately following the expiration of the thirty (30) day notice periodfull Board. If cure is not possible, the termination shall be effective on the date of receipt of after such notice by Employee. During any cure period provided hereunderhearing, the Board may, in its sole and absolute discretion, prohibit Employee from entering gives written notice to the premises Executive confirming that a majority of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises members of the Company (or a subsidiary thereof) or full Board voted after the hearing to otherwise perform his duties hereunder solely to attempt to cure terminate him for Cause, the Executive’s employment shall thereupon be terminated for Cause. For purposes hereof, no act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee omission shall be permitted deemed to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing be “willful” if such act or acts omission was taken (or failure omitted) in the good faith belief that such is in the best interests of, or failures not opposed to actthe best interests of, the Company or if such act or omission resulted from the Executive’s physical or mental incapacity.

Termination by the Company for Cause. The Company may terminate Employee’s employment hereunder for Cause at any time after providing written notice to Employee, which notice shall provide in reasonable detail the reason(s) for such termination. For purposes of this Agreement, “Cause” shall mean any of the following: (i) A termination for Cause Employee’s willful or intentional failure or refusal to perform or observe Employee’s significant duties, responsibilities or obligations set forth in, or as contemplated under (by virtue of Employee’s office) this Agreement where such failure or refusal shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than have ceased or been remedied within thirty (30) days following written notice warning from the Company, provided that such obligation to provide written warning and the related right to cure shall not apply to (a) such matters as are not curable, or (b) repeated violations of this clause (i); (ii) acts or omissions by Employee involving Employee’s negligence related to the Board discharge of Employee’s duties; (iii) any act or failure to act by Employee constituting fraud, moral turpitude, or involving a knowing, willful or intentional misrepresentation, theft, embezzlement, or dishonesty (collectively, “Fraud”); (iv) conviction of an offense which is a felony in the jurisdiction involved or which is a misdemeanor in the jurisdiction involved but which involves Fraud; or (vi) the Employee commits moral turpitude; (vii) Employee’s willful or intentional failure or refusal to comply with any reasonable and lawful request or direction of the intention Company not contrary to terminate his employment for Causethe provisions of this Agreement, where such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee refusal shall not have ceased or been remedied within thirty (30) days after following written warning from the date Company, provided that such obligation to provide written notice has been given to Employee in which warning and the related right to cure shall not apply to (a) such act matters as are not curable, or acts or failure or failures to act, to (b) repeated violations of this clause (vii); and (viii) Employee's violation of the extent such cure is possible. If he fails to cure such act or acts or failure or failures to actCompany's Code of Ethics and Business Conduct, the termination shall be effective on the date immediately following the expiration signing of the thirty (30) day notice period. If cure which is not possible, the termination shall be effective on the date a pre-condition of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actemployment.

Termination by the Company for Cause. (i) A termination The Company may terminate the Executive’s employment during the Employment Term for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Employee shall be given not less than thirty (30) days at any time upon written notice by from the Board of the intention to terminate his employment for Cause, specifying such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following and the expiration of the thirty (30) day notice period. If cure is not possibleperiod specified below, and thereafter, the termination Company’s obligations hereunder (other than the obligation to pay any accrued salary or benefit) shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole cease and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reasonterminate; provided, however, that if cure is possible, and Employee can reasonably demonstrate to such written notice shall not be delivered until after the Board that he desires shall have given the Executive written notice specifying the conduct alleged to enter the premises of the Company (or a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt have constituted such Cause. The Executive shall have 30 days to cure the act matters specified in the notice delivered by the Board (to the extent that such matters are curable). For purposes of this Agreement, “Cause” shall mean the Executive’s willful misconduct, dishonesty or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company other willful actions (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or willful failures to act) which are materially and demonstrably injurious to the Company, or a material breach by the Executive of one or more terms of this Agreement, which shall include the Executive’s habitual neglect of the material duties required of him under this Agreement. For purposes of this Section, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. 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 the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the Board by the vote of a majority of the entire Board at a meeting of the Board duly called and held for such purpose, at which the Executive shall have an opportunity to be present and to be heard, finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described above, and specifying the particulars thereof in detail.

Termination by the Company for Cause. The Company shall have the right to terminate for “Cause” immediately. For purposes of this Agreement, “Cause” shall mean (i) A termination for Cause fraud, embezzlement, or theft against the Company or any of its affiliates, (ii) any material violation of the Company’s corporate policies or code of ethics, (iii) any acts involving gross negligence, moral turpitude, dishonesty or fraud, or that in the good faith opinion of the Company may cause a material harm to the Company or any of its affiliates, (iv) an unauthorized disclosure or misuse of any trade secrets or confidential information of the Company or any of its affiliates, (v) material nonperformance by the Employee of his duties hereunder, including, without limitation, failing in any material respect to carry out lawful directions of the Board, and failure to remedy such nonperformance within ten (10) days following written notice from the Company specifically identifying the nonperformance and the actions required to cure it, provided that the Employee shall not take effect unless be permitted to cure repeated failures, (vi) willful misconduct by the Employee that is intended to, or reasonably likely to, in the good faith judgment of the Company, materially injure the business, prospects, or reputation of the Company or its affiliates and failure to remedy such misconduct within ten (10) days following written notice from the Company specifically identifying the misconduct and the actions required to cure it (if such misconduct can be cured), provided that the Employee shall not be permitted to cure repeated failures, (vii) breach of a fiduciary duty owed to the Company or any of the material terms or provisions of this subsection Agreement and failure to remedy such breach within ten (i10) are complied with. days following written notice from the Company specifically identifying the breach and the actions required to cure it (if such breach can be cured), provided that the Employee shall not be given not less than thirty permitted to cure repeated failures, (30viii) days written notice by the Board use of illegal drugs at work; and (ix) material breach of the intention terms of this Agreement. Notwithstanding any other provision of this Agreement, in the event of a termination pursuant to terminate his employment for Causethis Section, such notice the Company shall only be obligated to state in detail pay the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. Employee shall have within thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the of Employee’s termination shall be effective on the date immediately following the expiration of the thirty employment (30a) day notice period. If cure is not possible, the termination shall be effective on his base salary through the date of receipt termination, (b) reimbursement for reimbursable business expenses incurred prior to the date of termination, and (c) such notice other benefits and payments to which the Employee may be entitled by Employee. During any cure period provided hereunder, law or pursuant to the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises benefit plans of the Company then in effect (or the amounts described in clauses (a)-(c), the “Accrued Obligations”). Notwithstanding the foregoing, any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event payment to which the Employee may be entitled pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises benefit plans of the Company (or then in effect shall be paid at the time and in the form specified in such benefit plans. For the avoidance of doubt, in the event of a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure termination under this Section 7.A., the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall not be permitted entitled to enter any other payments under this Agreement except as set forth in the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actimmediately preceding sentence.

Termination by the Company for Cause. (i) A The Company may terminate the Executive’s employment and this Agreement at any time during the Term for Cause, effective immediately upon written notice to the Executive of such termination. For purposes of this Section 5.1, “Cause” shall mean: a willful failure or refusal on Executive’s part to perform Executive’s duties under this Agreement, or a willful failure or refusal to carry out the lawful directions of the Board; willful gross misconduct, willful dishonesty or fraud on Executive’s part in connection with Executive’s employment, regardless of whether it results in economic harm to the Company or its subsidiaries or affiliates; or a material breach by the Executive of any provision of this Agreement. No termination of the Executive’s employment hereunder by the Company for Cause shall be effective as a termination for Cause shall not take effect unless the provisions of this subsection (i) are Section shall first have been complied with. Employee The Executive shall be given not less than thirty (30) days written notice by the Board of the intention to terminate his employment for CauseBoard, with such notice to state stating in reasonable detail the particular act or acts or failure or failures to act circumstances that constitute the grounds on which the proposed termination for Cause is based. Employee The Executive shall have thirty (30ten 10) days after the date that receipt of such written notice has been given to Employee in which to fully cure such act or acts or failure or failures to actalleged violation, to the extent such cure is if possible. If he fails to cure such act or acts or failure or failures to actalleged violation within such ten (10) day period, the termination Executive shall then be effective on entitled to a hearing in person (together with counsel) before the date immediately following the expiration of the thirty (30) day notice periodfull Board. If cure is not possible, the termination shall be effective on the date of receipt of after such notice by Employee. During any cure period provided hereunderhearing, the Board may, in its sole and absolute discretion, prohibit Employee from entering gives written notice to the premises Executive confirming that a majority of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises members of the Company (or a subsidiary thereof) or full Board voted after the hearing to otherwise perform his duties hereunder solely to attempt to cure terminate him for Cause, the Executive’s employment shall thereupon be terminated for Cause. For purposes hereof, no act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee omission shall be permitted deemed to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing be “willful” if such act or acts omission was taken (or failure omitted) in the good faith belief that such is in the best interests of, or failures not opposed to actthe best interests of, the Company or if such act or omission resulted from the Executive’s physical or mental incapacity.

Termination by the Company for Cause. (i) A termination The Company may terminate this Agreement and Executive’s employment with the Company for Cause (as defined herein) upon the Company giving written notice of termination to the Executive. The following acts or omissions by the Executive shall not take effect unless the provisions constitute “Cause” for immediate termination of this subsection Agreement: (iA) are complied with. Employee shall be given not less than thirty (30) days written notice conduct by the Board Executive constituting a felony or other crime involving dishonesty, theft or an act of moral turpitude; (B) conduct of the intention Executive which is materially injurious, or reasonably likely to terminate his employment for Causebe materially injurious, such notice to state in detail the particular Company or any Related Companies, monetarily or otherwise; (C) an act or acts of dishonesty by the Executive involving the Company or any Related Companies; (D) willful misconduct or gross negligence in the performance of the Executive’s duties under this Agreement, (E) refusal by the Executive to perform Executive’s duties hereunder and, to the extent that such refusal or failure or failures is subject to act that constitute cure (as determined by the grounds on which Company in its reasonable discretion) failure of the proposed termination for Cause is based. Employee shall have Executive to cure same within thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, thereof to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty (30) day notice period. If cure is not possible, the termination shall be effective on the date of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good ReasonExecutive; provided, however, that no such notice and opportunity shall be required if cure is possiblethe same refusal or failure occurs by the Executive after the initial refusal or failure has been cure; (F) any breach of the Executive’s obligations under Section 5 of this Agreement, and Employee can reasonably demonstrate or (G) a material breach by the Executive of any of the other provisions of this Agreement and, to the Board extent that he desires such breach is subject to enter cure (as determined by the premises Company in its reasonable discretion) failure of the Company Executive to cure same within thirty (30) days after notice thereof to the Executive; provided, however, that no such notice shall be required if the same breach occurs by the Executive after the initial breach has been cured. A termination for “Cause” shall be effective immediately (or a subsidiary thereof) or on such later date set forth in the written notice of termination to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actExecutive).

Termination by the Company for Cause. The Company shall have the right to terminate for “Cause” immediately. For purposes of this Agreement, “Cause” shall mean (i) A termination for Cause the Employee’s fraud, embezzlement or theft against the Company or any of its affiliates, (ii) the Employee’s material violation of the Company’s corporate policies or code of ethics, (iii) the Employee’s acts involving gross negligence, moral turpitude, dishonesty or fraud, or that in the good faith opinion of the Company may cause a material harm to the Company or any of its affiliates, (iv) the Employee’s unauthorized disclosure or misuse of any trade secrets or confidential information of the Company or any of its affiliates, (v) material nonperformance by the Employee of his duties hereunder and failure to remedy such nonperformance within ten (10) days following written notice from the Company specifically identifying the nonperformance and the actions required to cure it, provided that the Employee shall not take effect unless be permitted to cure repeated failures, (vi) willful misconduct by the Employee that is intended to, or reasonably likely to, in the good faith judgment of the Company, materially injure the business, prospects, or reputation of the Company or its affiliates and failure to remedy such misconduct within ten (10) days following written notice from the Company specifically identifying the misconduct and the actions required to cure it (if such misconduct can be cured), provided that the Employee shall not be permitted to cure repeated failures, or (vii) breach of a duty of loyalty or duty of care owed to the Company or any of the material terms or provisions of this subsection Agreement and failure to remedy such breach within ten (i10) are complied with. days following written notice from the Company specifically identifying the breach and the actions required to cure it (if such breach can be cured), provided that the Employee shall not be given not less than thirty (30) days written notice permitted to cure repeated failures. For purposes of this provision, no act or failure to act, on the part of the Employee, shall be considered “willful” unless it is done, or omitted to be done, by the Board Employee in bad faith or without reasonable belief that the Employee’s action or omission was in the best interests of the intention to terminate his employment for CauseCompany. Any act, such notice to state in detail the particular act or acts or failure to act, based upon authority given by the managers of the Company or failures based upon the advice of counsel for the Company shall be presumed to act that constitute be done, or omitted to be done, by the grounds on Employee in good faith and in the best interests of the Company, which presumption can be rebutted by the proposed Company. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause is based. pursuant to this Section, the Company shall only be obligated to pay the Employee shall have within thirty (30) days after the date that such written notice has been given to Employee in which to cure such act or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act, the termination shall be effective on the date immediately following the expiration of the thirty Employee’s termination of employment (30a) day notice period. If cure is not possible, the termination shall be effective on his base salary through the date of receipt termination, (b) reimbursement for reimbursable business expenses incurred prior to the date of termination, and (c) such notice other benefits and payments, as set forth in Section 5 above, to which the Employee may be entitled by Employee. During any cure period provided hereunder, law or pursuant to the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises benefit plans of the Company then in effect (or the amounts described in clauses (a)-(c), the “Accrued Obligations”). Notwithstanding the foregoing, any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event payment to which the Employee may be entitled pursuant to which Employee may terminate employment with Good Reason; provided, however, that if cure is possible, and Employee can reasonably demonstrate to the Board that he desires to enter the premises benefit plans of the Company (or then in effect shall be paid at the time and in the form specified in such benefit plans. For the avoidance of doubt, in the event of a subsidiary thereof) or to otherwise perform his duties hereunder solely to attempt to cure termination under this Section 6.A., the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, Employee shall not be permitted entitled to enter any other payments under this Agreement, except as set forth in the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to acttwo immediately preceding sentences.

Termination by the Company for Cause. Subject to the forty-five (i45) A day cure period, if applicable, set forth below in this Section 8(c), the Company may immediately terminate Employee's employment at any time for Cause by giving written notice to Employee specifying in reasonable detail the reason for such termination. Upon any such termination for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Cause, Employee shall be given not less than thirty (30) days written notice by the Board entitled to payment of the intention to terminate his employment for Causeall accrued and unpaid compensation and wages, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. but Employee shall have thirty no right to compensation or benefits for any period subsequent to the effective date of termination. For the purposes of this Agreement, "Cause" shall mean: Employee willfully engages in an act or omission which is in bad faith and to the detriment of the Company, engages in misconduct, gross negligence, or willful malfeasance, in each case that causes material harm to the Company, breaches this Agreement in any material respect, habitually neglects or materially fails to perform his duties (30other than any such failure resulting solely from Employee's physical or mental disability or incapacity) days after the date that such a written notice has been given demand for substantial performance is delivered to Employee which identifies the manner in which to cure such act the Company believes that Employee has not performed Employee's duties, commits or acts is convicted of a felony or failure any crime involving moral turpitude, uses drugs or failures to act, to alcohol in a way that either interferes with the extent such cure is possible. If he fails to cure such act performance of his duties or acts compromises the integrity or failure or failures to act, the termination shall be effective on the date immediately following the expiration reputation of the thirty (30) day notice period. If cure is Company, or engages in any act of dishonesty involving the Company, disclosure of Company confidential information not possiblerequired by the duties of Employee, the termination shall be effective on the date commercial bribery, or perpetration of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reasonfraud; provided, however, that Employee shall have at least forty-five (45) calendar days to cure, if cure is possiblecurable, and Employee can reasonably demonstrate to the Board that he desires to enter the premises any of the Company (or a subsidiary thereof) or events which could lead to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed Employee's termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actCause.

Termination by the Company for Cause. Subject to the forty-five (i45) A day cure period, if applicable, set forth in this Section 8(d), the Company may immediately terminate Employee’s employment at any time for Cause by giving written notice to Employee specifying in reasonable detail the reason for such termination. Upon any such termination for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Cause, Employee shall be given not less than thirty (30) days written notice by the Board entitled to payment of the intention to terminate his employment for Causeall accrued and unpaid compensation and wages, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based. but Employee shall have thirty no right to compensation or benefits for any period subsequent to the effective date of termination. For the purposes of this Agreement, “Cause” shall mean: Employee willfully engages in an act or omission which is in bad faith and to the detriment of the Company, engages in misconduct, gross negligence, or willful malfeasance, in each case that causes material harm to the Company, breaches this Agreement in any material respect, habitually neglects or materially fails to perform his duties (30other than any such failure resulting solely from Employee’s physical or mental disability or incapacity) days after the date that such a written notice has been given demand for substantial performance is delivered to Employee which identifies the manner in which to cure such act the Company believes that Employee has not performed Employee’s duties, commits or acts is convicted of a felony or failure any crime involving moral turpitude, uses drugs or failures to act, to alcohol in a way that either interferes with the extent such cure is possible. If he fails to cure such act performance of his duties or acts compromises the integrity or failure or failures to act, the termination shall be effective on the date immediately following the expiration reputation of the thirty (30) day notice period. If cure is Company, or engages in any act of dishonesty involving the Company, disclosure of Company confidential information not possiblerequired by the duties of Employee, the termination shall be effective on the date commercial bribery, or perpetration of receipt of such notice by Employee. During any cure period provided hereunder, the Board may, in its sole and absolute discretion, prohibit Employee from entering the premises of the Company (or any subsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an event pursuant to which Employee may terminate employment with Good Reasonfraud; provided, however, that Employee shall have at least forty-five (45) calendar days to cure, if cure is possiblecurable, and Employee can reasonably demonstrate to the Board that he desires to enter the premises any of the Company (or a subsidiary thereof) or events which could lead to otherwise perform his duties hereunder solely to attempt to cure the act or acts or failure or failures to act that constitute the grounds on which the proposed Employee’s termination for Cause is based, Employee shall be permitted to enter the premises of the Company (or a subsidiary thereof) or otherwise to perform his duties hereunder solely for the purposes of curing such act or acts or failure or failures to actCause.