Common use of Termination by the Company for Clause in Contracts

Termination by the Company for. “Cause”. The Company may terminate Executive’s employment for “Cause” (as hereinafter defined) upon delivery of a Notice of Termination to Executive. For purposes hereof, “Cause” shall mean the determination by a majority of the Company’s Board of Directors, with no requirement of recusal and no special vote required of any particular class that the following has occurred: (i) Executive’s material failure to comply with the reasonable directives of the Company which are consistent with his position and responsibilities after written notice that such failure will be deemed to be “Cause” and a reasonable opportunity to cure (other than any such failure resulting from Executive’s incapacity because of physical or mental illness or from matters constituting Good Reason (as defined below)); (ii) dishonesty in connection with the Company, its Affiliates or their respective clients, including but not limited to embezzlement or misappropriation of funds; (iii) commission of any willful or intentional act which materially injures the reputation, business or business relationships of the Company and/or any of its Affiliates; (iv) Executive’s excessive drinking of alcohol or use of illegal drugs that impairs his ability to perform his duties under this Agreement; (v) conviction of, or entering a plea of guilty or no contest to, a felony or any crime involving moral turpitude, fraud, dishonesty or theft; (vi) engaging in any act which is a violation of any law or regulation protecting rights of employees or a violation of any material Company policy or operating procedure after written notice that such act will be deemed to be “Cause” and a reasonable opportunity to cure (other than any such failure resulting from Executive’s incapacity because of physical or mental illness or from matters constituting Good Reason); or (vii) a continued breach by Executive of any material provision of this Agreement (not covered by any of the foregoing clauses (i) through (vi)) after written notice that such breach will be deemed “Cause” and thirty (30) days (or such lesser period as the exigencies of the situation may require) to cure (other than any such failure resulting from Executive’s incapacity because of physical or mental illness or from matters constituting Good Reason)).

Termination by the Company for. “Cause”. The Company may terminate Executive’s employment for “Cause” (as hereinafter defined) upon delivery of a Notice of Termination to Executive. For purposes hereof, “Cause” shall mean the determination by a majority of the Company’s Board of Directors, with no requirement of recusal and no special vote required of any particular class that the following has occurred: (i) Executive’s material failure to comply with the reasonable directives of the Company which are consistent with his position and responsibilities after written notice that such failure will be he deemed to be “Cause” and a reasonable opportunity to cure (other than any such failure resulting from Executive’s incapacity because of physical or mental illness or from matters constituting Good Reason (as defined below)); (ii) dishonesty in connection with the Company, its Affiliates or their respective clients, including but not limited to embezzlement or misappropriation of funds; (iii) commission of any willful or intentional act which materially injures the reputation, business or business relationships of the Company and/or any of its Affiliates; (iv) Executive’s excessive drinking of alcohol or use of illegal drugs that impairs his ability to perform his duties under this Agreement; (v) conviction of, or entering a plea of guilty or no contest to, a felony or any crime involving moral turpitude, fraud, dishonesty or theft; (vi) engaging in any act which is a violation of any law or regulation protecting rights of employees or a violation of any material Company policy or operating procedure after written notice that such act will be deemed to be “Cause” and a reasonable opportunity to cure (other than any such failure resulting from Executive’s incapacity because of physical or mental illness or from matters constituting Good Reason); or (vii) a continued breach by Executive of any material provision of this Agreement (not covered by any of the foregoing clauses (i) through (vi)) after written notice that such breach will be deemed “Cause” and thirty (30) days (or such lesser period as the exigencies of the situation may require) to cure (other than any such failure resulting from Executive’s incapacity because of physical or mental illness or from matters constituting Good Reason)).

Termination by the Company for. “Cause”". The Company may terminate Executive’s Employee's employment for “"Cause” " (as hereinafter defined) upon delivery of a Notice of Termination to ExecutiveEmployee. For purposes hereof, “"Cause” " shall mean the determination by a majority of the Company’s Board of Directors, with no requirement of recusal and no special vote required of any particular class that the following has occurredmean: (i) Executive’s Employee's material failure to comply with the reasonable directives of the Company which are consistent with his position and responsibilities after written notice that such failure will be deemed to be “"Cause” " and a reasonable opportunity to cure (other than any such failure resulting from Executive’s Employee's incapacity because of physical or mental illness or from matters constituting Good Reason (as defined below)); (ii) dishonesty in connection with the Company, its Affiliates or their respective clients, including but not limited to embezzlement or misappropriation of funds; (iii) commission of any willful or intentional act which materially injures the reputation, business or business relationships of the Company and/or any of its Affiliates; (iv) Executive’s Employee's excessive drinking of alcohol or use of illegal drugs that impairs his ability to perform his duties under this Agreement; (v) conviction of, or entering a plea of guilty or no contest to, a felony or any crime involving moral turpitude, fraud, dishonesty or theft; (vi) engaging in any act which is a violation of any law or regulation protecting rights of employees or a violation of any material Company policy or operating procedure after written notice that such act will be deemed to be “Cause” and a reasonable opportunity to cure (other than any such failure resulting from Executive’s incapacity because of physical or mental illness or from matters constituting Good Reason)procedure; or (vii) a continued breach by Executive Employee of any material provision of this Agreement (not covered by any of the foregoing clauses (i) through (vi)) after written notice that such breach will be deemed “"Cause” " and thirty (30) days (or such lesser period as the exigencies of the situation may require) to cure (other than any such failure resulting from Executive’s Employee's incapacity because of physical or mental illness or from matters constituting Good Reason)).

Termination by the Company for. “Cause”CAUSE" OR VOLUNTARILY BY EXECUTIVE. The Company may terminate Executive’s 's employment at any time with or without Cause, and Executive may terminate his or her employment at any time for “Cause” (as hereinafter defined) upon any reason, in each case by delivery of a Notice written notice to the other party. If the Company terminates Executive's employment with the Company for Cause or if Executive terminates such employment by reason of Termination disability, death or voluntary resignation, then Executive shall be entitled to receive all salary and benefits (including vacation, death, disability and medical benefits, if any, to the extent such benefits are accorded to Executive under the Company's benefit plans maintained for employees generally) accrued and payable to him or her with respect to services rendered through the date of termination and shall be entitled to no additional separation or severance payment hereunder. Further, in such case, this Agreement shall have no effect on, and shall not be deemed to amend or modify, any of the terms of any stock option granted to Executive by the Company through the date of termination (collectively, the "Options") and Executive's rights thereunder shall be limited to the terms and conditions set forth in the applicable stock option agreement evidencing such Options. For purposes hereofof this Agreement, “"Cause” " shall mean the determination by a majority of the Company’s Board of Directors, with no requirement of recusal and no special vote required of any particular class that be limited to the following has occurredevents: (i) an act of fraud, embezzlement or similar conduct by Executive involving the Company; or (ii) any action by Executive involving the arrest of Executive for violation of any criminal statute constituting a felony or a misdemeanor involving moral turpitude if the Board reasonably determines that the continuation of Executive’s material failure to comply with 's employment after such event would have an adverse impact on the reasonable directives operations or reputation of the Company which are consistent with in the financial community; or (iii) gross misconduct or habitual negligence in the performance of Executive's duties, or (iv) an act constituting a breach of Executive's fiduciary duty to the Corporation under the Delaware General Corporation Law, or (v) a continuing, repeated willful failure or refusal by Executive to perform his position and responsibilities after written notice duties; PROVIDED, HOWEVER, that such failure will termination shall not be deemed to be “Cause” for Cause under this subclause (v) unless Executive shall have first received written notice from the Board advising Executive of the specific acts or omissions alleged to constitute a failure or refusal to perform and such failure or refusal to perform continues after Executive shall have had a reasonable opportunity to cure (other than any correct the acts or omissions cited in such failure resulting from Executive’s incapacity because of physical or mental illness or from matters constituting Good Reason (as defined below)); (ii) dishonesty in connection with the Company, its Affiliates or their respective clients, including but not limited to embezzlement or misappropriation of funds; (iii) commission of any willful or intentional act which materially injures the reputation, business or business relationships of the Company and/or any of its Affiliates; (iv) Executive’s excessive drinking of alcohol or use of illegal drugs that impairs his ability to perform his duties under this Agreement; (v) conviction of, or entering a plea of guilty or no contest to, a felony or any crime involving moral turpitude, fraud, dishonesty or theft; (vi) engaging in any act which is a violation of any law or regulation protecting rights of employees or a violation of any material Company policy or operating procedure after written notice that such act will be deemed to be “Cause” and a reasonable opportunity to cure (other than any such failure resulting from Executive’s incapacity because of physical or mental illness or from matters constituting Good Reason); or (vii) a continued breach by Executive of any material provision of this Agreement (not covered by any of the foregoing clauses (i) through (vi)) after written notice that such breach will be deemed “Cause” and thirty (30) days (or such lesser period as the exigencies of the situation may require) to cure (other than any such failure resulting from Executive’s incapacity because of physical or mental illness or from matters constituting Good Reason))notice.

Termination by the Company for. “Cause”. The Company may terminate Executivethe Employee’s employment services with the Company for “Cause” (as hereinafter defined) upon delivery of , which means to a Notice of Termination to Executive. For purposes hereof, “Cause” shall mean the determination by a majority termination for any of the Company’s Board of Directors, with no requirement of recusal and no special vote required of any particular class that the following has occurredreasons: (i) Executivethe Employee’s material failure or refusal to comply with perform the reasonable directives Employee’s duties within the scope of the Company which are consistent with his position and responsibilities after written notice that such failure will be deemed to be “Cause” and a reasonable opportunity to cure (this Agreement other than any such failure resulting from Executivethe Employee’s incapacity because of due to physical or mental illness or from matters constituting Good Reason (as defined below))except after written notice of the same and the Employee’s failure to cure the problem within a reasonable time after such notice; (ii) dishonesty in connection with the Company, its Affiliates or their respective clients, including but not limited to embezzlement or misappropriation of funds; (iii) commission of any willful or intentional act which materially injures the reputation, business or business relationships of the Company and/or any of its Affiliates; (iv) ExecutiveEmployee’s excessive drinking of alcohol or use of illegal drugs that impairs his ability to perform his duties under this Agreement; (v) conviction of, or entering entry of a plea of guilty or no contest to, a felony involving fraud, embezzlement or financial improprieties, or any lesser crime involving moral turpitudethe property of the Company or its customers including, but not limited to fraud, dishonesty or theftembezzlement or other misappropriation of property belonging to the Company or its customers; (viiii) engaging any intentional violation by the Employee of governmental laws or regulations applicable to the Company’s business which has a materially adverse effect on the business or reputation of the Company; and (iv) Employee's pursuit of activities that are materially contrary to the best interests of the Company, and which are reasonably likely to result in material harm to the Company. In the event the Company terminates the Employee’s services for Cause, the Company shall by the date service of the Employee is terminated pay to the Employee any accrued but unpaid Base Salary, reimbursable business expenses, and any other vested benefit due under this Agreement or pursuant to applicable law through the date service of the Employee is terminated. The Company shall thereafter have no other obligation to pay the Employee further compensation of any kind, including, but not limited to, severance compensation in any act which is a violation of any law or regulation protecting rights of employees or a violation of any material Company policy or operating procedure after written notice that such act will be deemed to be “Cause” and a reasonable opportunity to cure (other than any such failure resulting from Executive’s incapacity because of physical or mental illness or from matters constituting Good Reason); or (vii) a continued breach by Executive of any material provision of this Agreement (not covered by any of the foregoing clauses (i) through (vi)) after written notice that such breach will be deemed “Cause” and thirty (30) days (or such lesser period as the exigencies of the situation may require) to cure (other than any such failure resulting from Executive’s incapacity because of physical or mental illness or from matters constituting Good Reason))form.