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

Termination by the Company for Good Cause. The Company may terminate this Agreement and Employee’s employment for Good Cause immediately upon providing written notice to Employee. “Good Cause” shall mean: (A) Employee’s willful and continued failure to perform any substantial duty as required under this Agreement; (B) Employee’s willful engagement in any gross misconduct or knowing violation of the applicable policies of the Company or its affiliates; (C) Employee’s engagement in any activity that is in breach of Section 7 of this Agreement; (D) Employee’s engagement in any act of fraud or dishonesty against the Company or its affiliates; (E) any theft, conversion or misappropriation of the property of Company or its affiliates by the Employee; (F) Employee’s engagement in any material breach of federal or state securities laws or regulations; (G) Employee being intoxicated or in possession of any illegal substance in the workplace; (H) Employee’s engagement in an act of assault or other act of violence; (I) Employee’s engagement in any willful act which brings disrepute to the Company or any of its affiliates or materially impairs any of their reputations; (J) Employee’s harassment of any individual in the workplace based on age, gender or other protected status or class or violation of any applicable policy of the Company or its affiliates regarding harassment; or (K) Employee’s conviction for any felony or misdemeanor charge (other than charges related to routine traffic and other similar, insignificant violations); provided, that in the event the Company desires to terminate Employee’s employment for Good Cause under clause (A) above, the Company shall first give Employee written notice of such intent, a detailed and specific description of the reasons and basis therefor, and, if such behavior is susceptible to cure, thirty (30) days to remedy or cure such perceived breaches or deficiencies. In the event of such termination for Good Cause, no compensation or benefits shall be payable to Employee after the date of termination, except as provided for in paragraph 6(b).

Termination by the Company for Good Cause. The Company may terminate this Agreement and EmployeeExecutive’s employment for Good Cause immediately upon providing ten (10) days prior written notice to Employee. Executive for “Good Cause,” which shall meanmean any one or more of the following: (A) EmployeeExecutive’s willful and continued failure to perform any substantial duty as required under this Agreement; (B) Employee’s willful engagement in any gross misconduct or knowing violation of the applicable policies of the Company or its affiliates; (C) Employee’s engagement in any activity that is in breach of Section 7 of this Agreement; (D) Employee’s engagement in any act of fraud or dishonesty against the Company or its affiliates; (E) any theft, conversion or misappropriation of the property of Company or its affiliates by the Employee; (F) Employee’s engagement in any material breach of federal or state securities laws or regulations; (G) Employee being intoxicated or in possession of any illegal substance in this Agreement which has not been cured by the workplace; (H) Employee’s engagement in an act of assault or other act of violence; (I) Employee’s engagement in any willful act which brings disrepute to the Company or any of its affiliates or materially impairs any of their reputations; (J) Employee’s harassment of any individual in the workplace based on age, gender or other protected status or class or violation of any applicable policy of the Company or its affiliates regarding harassment; or (K) Employee’s conviction for any felony or misdemeanor charge (other than charges related to routine traffic and other similar, insignificant violations); provided, that in the event the Company desires to terminate Employee’s employment for Good Cause under clause (A) above, the Company shall first give Employee written notice of such intent, a detailed and specific description of the reasons and basis therefor, and, if such behavior is susceptible to cure, Executive within thirty (30) days following written notice of such breach from the Company; (B) Executive’s gross negligence in the performance or intentional nonperformance (continuing for thirty (30) days after receipt of written notice of need to remedy cure) of any of Executive’s material duties and responsibilities hereunder; (C) Executive’s willful dishonesty, fraud, or cure such perceived breaches misconduct with respect to the business or deficienciesaffairs of the Company, which materially and adversely affects the operations or reputation of the Company; (D) Executive’s conviction of a felony crime involving dishonesty or moral turpitude; or (E) a confirmed positive illegal drug test result. In the event of such a termination by the Company for Good Cause, Executive shall have no compensation right to any severance compensation. TERMINATION BY THE COMPANY WITHOUT GOOD CAUSE OR BY EXECUTIVE WITH GOOD REASON . The Company may terminate Executive’s employment without Good Cause upon the approval of a majority of the members of the Board, excluding Executive if Executive is a member of the Board. Executive may terminate his employment under this Agreement for Good Reason upon thirty (30) days prior notice to the Company. RESULT OF TERMINATION BY THE COMPANY WITHOUT GOOD CAUSE OR BY EXECUTIVE WITH GOOD REASON . Should the Company terminate Executive’s employment without Good Cause or benefits should Executive terminate his employment with Good Reason, the Company shall pay to Executive for three (3) years after such termination, on such dates as would otherwise be paid by the Company, an amount equal to the average of the base salary and bonus paid to Executive for the two (2) prior full fiscal years. The amounts payable under the preceding sentence and any amounts that are payable under Section 4(b)(vi)(A) shall commence on the first payroll date following Executive’s “separation from service” from the Company within the meaning of Section 409A, and shall be payable treated as a series of separate payments under Treasury Regulations Section 1.409A-2(b)(2)(iii). Further, if the Company terminates Executive’s employment without Good Cause or Executive terminates his employment with Good Reason, (1) the Company shall make the family medical insurance premium payments contemplated by COBRA or provide comparable coverage for a period of three (3) years after such termination (2) all options to Employee after purchase Common Stock of the Company held by Executive shall vest thereupon and shall be exercisable for the maximum period of time, up to their full term, that will not cause Executive with respect to such options to be subject to any excise tax under Section 409A notwithstanding the termination of employment, (3) the Company shall maintain life insurance coverage, comparable to that provided immediately prior to termination, for a period of three (3) years thereafter with the beneficiary designated by Executive, (4) all restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) held by Executive which, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, shall be fully vested and shall not be subject to any risk of forfeiture or repurchase as of the date of termination, except (5) all restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) held by Executive which, as provided of the effective date of the termination of Executive, is subject to performance conditions for vesting, shall be fully vested and treated as if the performance conditions for such award had been fully met at target and shall not be subject to any risk of forfeiture or repurchase as of the date of termination, and (6) Executive shall be entitled to receive all other unpaid benefits due and owing through Executive’s last day of employment. Further, any termination by the Company without Good Cause or by Executive for Good Reason shall operate to shorten the Noncompete Period set forth in paragraph 6(b)Section 3 to one (1) year from the date of termination of employment.

Termination by the Company for Good Cause. The Company may terminate this Agreement the Term and Employee’s 's employment for Good Cause immediately upon providing (as defined below), effective ten (10) days after written notice is provided to Employee. “Employee of the Board's final determination of Good Cause” . "Good Cause" shall mean: (Ai) Employee’s willful and continued 's material breach of this Agreement (other than any failure to perform resulting from incapacity due to physical or mental illness, and specifically excluding any substantial duty as required under this Agreement; (Bfailure by Employee, after reasonable efforts, to meet expectations for the Company's performance) Employee’s willful engagement in any gross misconduct or knowing violation if such breach has not been cured to the reasonable satisfaction of the applicable policies of the Company or its affiliates; (C) Employee’s engagement in any activity that is in breach of Section 7 of this Agreement; (D) Employee’s engagement in any act of fraud or dishonesty against the Company or its affiliates; (E) any theft, conversion or misappropriation of the property of Company or its affiliates by the Employee; (F) Employee’s engagement in any material breach of federal or state securities laws or regulations; (G) Employee being intoxicated or in possession of any illegal substance in the workplace; (H) Employee’s engagement in an act of assault or other act of violence; (I) Employee’s engagement in any willful act which brings disrepute to the Company or any of its affiliates or materially impairs any of their reputations; (J) Employee’s harassment of any individual in the workplace based on age, gender or other protected status or class or violation of any applicable policy of the Company or its affiliates regarding harassment; or (K) Employee’s conviction for any felony or misdemeanor charge (other than charges related to routine traffic and other similar, insignificant violations); provided, that in the event the Company desires to terminate Employee’s employment for Good Cause under clause (A) above, the Company shall first give Employee written notice of such intent, a detailed and specific description of the reasons and basis therefor, and, if such behavior is susceptible to cure, Board within thirty (30) days after written notice by the Company to remedy Employee specifying the performance or cure nonperformance constituting such perceived breaches breach; (ii) Employee's negligence in the performance or deficienciesnonperformance of any of Employee's material duties or responsibilities if such negligence has not been cured to the reasonable satisfaction of the Board within thirty (30) days after written notice by the Company specifying the performance or nonperformance by Employee that constitutes negligence of Employee's material duties or responsibilities; (iii) Employee's dishonesty, fraud, or misconduct with respect to the business or affairs of the Company; (iv) Employee's conviction of a felony or conviction of a misdemeanor involving theft, fraud, dishonesty, illegality, or act of moral turpitude, or a plea of "guilty," "no contest," or "nolo contendre" to the same, subject to confirmation by the Board at a duly called meeting or (v) Employee's failure to implement and monitor compliance with policies reasonably designed to comply with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such law is applicable to the Company. The cessation of employment of Employee shall not be deemed to be for Good Cause under subparagraph (i), (ii), (iii) or (v) above unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Employee and Employee is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, Employee has engaged in the conduct described in subparagraph (i), (ii), (iii) or (v) above and specifying the particulars thereof in detail; provided, however, if Employee is a member of the Board, Employee shall have no right to participate in such vote, and the number of members needed to constitute a majority of the members of such Board shall be determined without counting Employee as a member of the Board. In the event of such termination of Employee's employment for Good Cause, no compensation or benefits shall be payable to Employee after the date of termination, except as provided for in paragraph 6(bParagraph 6(f).

Termination by the Company for Good Cause. The Company may terminate this Agreement and Employee’s employment for Good Cause immediately upon providing written notice to Employee. “a showing of "Good Cause” shall mean" by a majority vote (excluding the Executive) of the Board of Directors. "Good Cause" is defined in this Agreement as the occurrence of one of the following: (Ai) Employee’s willful and continued failure to perform any substantial duty as required under this Agreement; (B) Employee’s willful engagement in any gross misconduct or knowing violation of the applicable policies of the Company or its affiliates; (C) Employee’s engagement in any activity that is in Executive's material breach of Section 7 of this Agreement; (Dii) Employee’s engagement failure or refusal by the Executive to perform his duties and responsibilities required hereunder to the reasonable satisfaction of the Board; (iii) the Executive's gross negligence in the performance or intentional nonperformance of any of his material duties and responsibilities hereunder; (iv) the Executive's commission of any act of dishonesty, theft, fraud or dishonesty against misconduct with respect to the Company business or its affiliatesaffairs of the Company; (Ev) the Executive's conviction (or entering into a plea bargain admitting criminal guilt or plea of nolo contrendre) in any theft, conversion felony or misappropriation of the property of Company or its affiliates by the Employeemisdemeanor criminal proceeding involving moral turpitude; (Fvi) Employee’s engagement in any material breach of federal or state securities laws or regulations; (G) Employee being intoxicated or in possession of any illegal substance in the workplace; (H) Employee’s engagement in an act of assault or other act of violence; (I) Employee’s engagement in any willful act which brings disrepute to the Company or any of its affiliates or materially impairs any of their reputations; (J) Employee’s harassment of any individual in the workplace based on age, gender or other protected status or class or violation of any applicable a rule or policy of the Company or its affiliates regarding harassmentthat states that a violation may result in termination of employment; or (Kvii) Employee’s conviction for any felony conduct that is materially detrimental to the operations, financial condition or misdemeanor charge (other than charges related to routine traffic and other similar, insignificant violations)reputation of the Company; provided, that in the event the Company desires to terminate Employee’s employment for Good Cause under clause (A) abovehowever, the Company occurrence of those events set forth in clauses (i), (ii), (iii) or (vi), shall first give Employee written notice of be deemed "Good Cause" to the extent and only to the extent that such intent, a detailed and specific description of the reasons and basis therefor, and, if such behavior is susceptible to cure, breach or nonperformance remains uncorrected for thirty (30) days following Company's reasonably detailed written notice to remedy or cure such perceived breaches or deficiencies. In the event Executive of such breach or nonperformance; provided, however, that a repeated breach after notice and cure of any provision of clauses (i), (ii), (iii) or (vi) involving the same or substantially similar actions or conduct, shall be grounds for termination for "Good Cause" without any additional notice from the Company. If this Agreement is terminated for Good Cause, as herein enumerated, the Executive shall have no compensation or benefits right to any severance compensation, and shall be payable entitled only to Employee after the compensation and benefits that accrued and vested through the date of termination, except as provided for in paragraph 6(b).

Termination by the Company for Good Cause. The Company may terminate this Agreement and EmployeeExecutive’s employment for Good Cause immediately upon providing ten (10) days prior written notice to Employee. Executive for “Good Cause,” which shall meanmean any one or more of the following: (A) EmployeeExecutive’s willful and continued failure to perform any substantial duty as required under this Agreement; (B) Employee’s willful engagement in any gross misconduct or knowing violation of the applicable policies of the Company or its affiliates; (C) Employee’s engagement in any activity that is in breach of Section 7 of this Agreement; (D) Employee’s engagement in any act of fraud or dishonesty against the Company or its affiliates; (E) any theft, conversion or misappropriation of the property of Company or its affiliates by the Employee; (F) Employee’s engagement in any material breach of federal or state securities laws or regulations; (G) Employee being intoxicated or in possession of any illegal substance in this Agreement which has not been cured by the workplace; (H) Employee’s engagement in an act of assault or other act of violence; (I) Employee’s engagement in any willful act which brings disrepute to the Company or any of its affiliates or materially impairs any of their reputations; (J) Employee’s harassment of any individual in the workplace based on age, gender or other protected status or class or violation of any applicable policy of the Company or its affiliates regarding harassment; or (K) Employee’s conviction for any felony or misdemeanor charge (other than charges related to routine traffic and other similar, insignificant violations); provided, that in the event the Company desires to terminate Employee’s employment for Good Cause under clause (A) above, the Company shall first give Employee written notice of such intent, a detailed and specific description of the reasons and basis therefor, and, if such behavior is susceptible to cure, Executive within thirty (30) days following written notice of such breach from the Company; (B) Executive’s gross negligence in the performance or intentional nonperformance (continuing for thirty (30) days after receipt of written notice of need to remedy cure) of any of Executive’s material duties and responsibilities hereunder; (C) Executive’s willful dishonesty, fraud, or cure such perceived breaches misconduct with respect to the business or deficienciesaffairs of the Company, which materially and adversely affects the operations or reputation of the Company; (D) Executive’s conviction of a felony crime involving dishonesty or moral turpitude; or (E) a confirmed positive illegal drug test result. In the event of such a termination by the Company for Good Cause, Executive shall have no compensation right to any severance compensation. TERMINATION BY THE COMPANY WITHOUT GOOD CAUSE OR BY EXECUTIVE WITH GOOD REASON . The Company may terminate Executive’s employment without Good Cause upon the approval of a majority of the members of the Board, excluding Executive if Executive is a member of the Board. Executive may terminate his employment under this Agreement for Good Reason upon thirty (30) days prior notice to the Company. RESULT OF TERMINATION BY THE COMPANY WITHOUT GOOD CAUSE OR BY EXECUTIVE WITH GOOD REASON . Should the Company terminate Executive’s employment without Good Cause or benefits should Executive terminate his employment with Good Reason, the Company shall pay to Executive for thirty (30) months after such termination, on such dates as would otherwise be paid by the Company, an amount equal to the average of the base salary and bonus paid to Executive for the two (2) prior full fiscal years. The amounts payable under the preceding sentence shall commence on the first payroll date following Executive’s “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be payable treated as a series of separate payments under Treasury Regulations Section 1.409A-2(b)(2)(iii). Further, if the Company terminates Executive’s employment without Good Cause or Executive terminates his employment with Good Reason, (1) all options to Employee after purchase Common Stock of the Company held by Executive shall vest thereupon and shall be exercisable for the maximum period of time, up to their full term, that will not cause Executive with respect to such options to be subject to any excise tax under Section 409A notwithstanding the termination of employment, (2) all restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) held by Executive which, as of the effective date of the termination of Executive, are not then subject to any performance conditions for vesting, shall be fully vested and shall not be subject to any risk of forfeiture or repurchase as of the date of termination, except (3) all restricted stock and/or restricted stock units (or comparable forms of equity compensation, if any) held by Executive which, as provided of the effective date of the termination of Executive, is subject to performance conditions for vesting, shall be fully vested and treated as if the performance conditions for such award had been fully met at target and shall not be subject to any risk of forfeiture or repurchase as of the date of termination, and (4) Executive shall be entitled to receive all other unpaid benefits due and owing through Executive’s last day of employment. Further, any termination by the Company without Good Cause or by Executive for Good Reason shall operate to shorten the Noncompete Period set forth in paragraph 6(b)Section 3 to one (1) year from the date of termination of employment.