Definition of Termination Date. The first to occur of the following events shall be the Termination Date: 5.1.1. The date on which Executive becomes entitled to receive long-term disability payment from the insurer by reason of disability under Section 3.3 hereof and is terminated by the Company. 5.1.2. The date of Executive's death. 5.1.3. The date of Executive's voluntary resignation after one of the following events shall have occurred, which event shall be specified to the Company by Executive at the time of resignation ("Resignation for Reason"): (a) a change be specified to the Company by Executive at the time of resignation ("Resignation for Reason"): (a) a change in Executive's title, (b) a material reduction (on a cumulative basis) in the responsibility, authority, power or duty of Executive or (c) a material breach by the Company of any provision of this Agreement, which breach continues for 30 days following notice by Executive to the Company setting forth the nature of the breach. 5.1.4. The date of Executive's voluntary resignation not accompanied by a notice of reason described in Section 5.1.3 hereof. 5.1.5. The date of the Company's discharge of Executive after one of the following events shall have occurred ("Discharge for Cause"): (a) a felonious act (other than a motor vehicle violation) committed by Executive during his employment hereunder; (b) any act or omission on the part of Executive not requested or approved by the Company constituting willful malfeasance in the performance of his duties hereunder that materially adversely affects the Company; (c) conviction of Executive or the entry of a plea of guilt or nolo contendere by Executive to any crime involving moral turpitude; or (d) any material breach of any term of this Agreement by Executive which is not cured within 30 days after written notice from the Chairman of the Board to Executive setting forth the nature of the breach. For purposes of this Section 5.1.5, no act or failure to act on Executive's part shall be considered "willful" unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been Discharged for Cause unless and until there shall have been delivered to Executive a copy of a Notice of Termination (as defined below) from the Chairman of the Board identifying the conduct set forth in clauses (a), (b), (c) or (d) above of this Section 5.1.5 for which termination is made and specifying the particulars thereof in detail. 5.1.6. The date of the Company's discharge of Executive not accompanied by a notice of Discharge for Cause described in Section 5.1.5 hereof. 5.1.7. For purposes of this Agreement "Notice of Termination" shall mean a notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated. Each Notice of Termination shall be delivered at least sixty (60) days prior to the effective date of termination.
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Definition of Termination Date. The first to occur of the following events shall be the Termination Date:
5.1.17.1.1. The date on which the Executive becomes entitled to receive long-term or short-term disability payment from the insurer payments by reason of disability under Section 3.3 hereof total and is terminated by the Company.permanent disability;
5.1.27.1.2. The date of Executive's death.;
5.1.37.1.3. The date of Executive's voluntary Voluntary resignation after one of the following events shall have occurred, which event shall be specified to the Company by the Executive at the time of resignation resignation: ("Resignation for Reason"): (a1) a any change be specified to the Company by Executive at the time of resignation ("Resignation for Reason"): (a) a change in Executive's title, (b) a material reduction (on a cumulative basis) in which limits or reduces the responsibility, authority, title, power or duty of the Executive; (2) any reduction in Executive's Base Salary without the Executive's prior written consent; (3) any relocation of the Executive from the Company's offices in Niwot, Colorado mandated by the Company's Board of Directors; (4) any failure by the Company to continue in effect any Benefit, or any action by the Company which would adversely affect the Executive's participation in or reduce the Executive's benefit under any Benefit, without the Executive's prior written consent; or (c5) a any other material breach by the Company of any provision of this AgreementAgreement resulting from action by the Board of Directors, which breach continues for 30 10 business days following notice by the Executive to the Company setting forth the nature of the breach.breach ("Resignation with Reason");
5.1.47.1.4. The date of Executive's voluntary Voluntary resignation by the Executive which does not accompanied by a notice of reason described constitute Resignation with Reason as defined in Section 5.1.3 hereof.7.1.3 ("General Resignation");
5.1.57.1.5. The date Discharge of the Company's discharge of Executive by the Company after one of the following events shall have occurred ("Discharge for Cause"):
(a) a felonious act (other than a motor vehicle violation) committed by occurred, which event shall be specified to the Executive during his employment hereunder;
(b) any act or omission on the part of Executive not requested or approved by the Company constituting at the time of discharge: a material act by the Executive against the Company involving moral turpitude; material willful malfeasance misconduct in the performance discharge of his duties hereunder that materially adversely affects the Company;
(c) duties; conviction of the Executive or the entry of a plea of guilt guilty or nolo contendere by the Executive to any crime involving moral turpitude; or
(d) or any material breach of any term of this Agreement by the Executive which is not cured within 30 days after written notice from the Chairman Board of Directors of the Board Company to the Executive setting forth the nature of the breachbreach ("Discharge for Cause");
7.1.6. For purposes of this Section 5.1.5, no act or failure to act on Executive's part shall be considered "willful" unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive's action or omission was in the best interest Discharge of the Company. Notwithstanding Executive by the foregoing, Executive shall not be deemed to have been Discharged for Cause unless and until there shall have been delivered to Executive a copy of a Notice of Termination (as defined below) from the Chairman of the Board identifying the conduct set forth in clauses (a), (b), (c) or (d) above of this Section 5.1.5 for which termination is made and specifying the particulars thereof in detail.
5.1.6. The date of the Company's discharge of Executive Company not accompanied by a notice of Discharge for Cause cause described in Section 5.1.5 hereof7.1.5 ("General Discharge").
5.1.7. For purposes of this Agreement "Notice of Termination" shall mean a notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated. Each Notice of Termination shall be delivered at least sixty (60) days prior to the effective date of termination.
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Definition of Termination Date. The first to occur of the following events shall be the Termination Date:
5.1.1. The date Executive's disability, with the nature and extent of such disability being determined by an examination by an independent physician mutually selected by the Board and the Executive (or, if the parties cannot agree on which Executive becomes entitled to receive long-term disability payment from a physician, then each shall select an independent physician who shall together select a third independent physician who shall make the insurer by reason determination of disability under Section 3.3 hereof and is terminated (the fees for each of such physicians to be paid by the Company.)), causing a material, detrimental effect on the Executive's ability to perform his duties under this Agreement for a period of time lasting longer than three (3) consecutive months or six (6) months total in any twelve (12) month period; PROVIDED, however, that no termination under this paragraph shall be effective until
(i) the Company has provided the Executive with written notice of its intent to terminate this Agreement and the Executive has failed to return to performing his duties without such material, detrimental effect within 30 days of such notice or (ii) the Executive has failed to perform his duties without such material, detrimental effect upon such return for an additional consecutive 60 day period and, after such consecutive 60 day period, the Company has provided the Executive with written notice of his termination due to disability;
5.1.2. The date of Executive's death.;
5.1.3. The date of Executive's voluntary Voluntary resignation after one of the following events shall have occurred, which event shall be specified to the Company by Executive at the time of resignation ("Resignation for Reason"): (a) a change be specified to the Company by Executive at the time of resignation ("Resignation for Reason"): (a) a change in Executive's title, (b) a material reduction (on a cumulative basis) in the responsibility, authority, power or duty of Executive or (c) a material breach by the Company of any provision of this Agreement, which breach continues for 30 days following notice by Executive to the Company setting forth the nature of the breach.
5.1.4. The date of Executive's voluntary resignation not accompanied by a notice of reason described in Section 5.1.3 hereof.
5.1.5. The date of the Company's discharge of Executive after one of the following events shall have occurred ("Discharge for CauseRESIGNATION WITH GOOD REASON"):), which event shall be specified to the Company by the Executive in a written notice at the time of such resignation:
(ai) the assignment to the Executive of any duties inconsistent with the Executive's status as Chairman and CEO of the Company (including by reason of the Company becoming a felonious act (other than a motor vehicle violationsubsidiary of another company) committed by Executive during his employment hereunderor an adverse alteration in the nature or status of the Executive's title or responsibilities;
(bii) any act (ii) the material non-performance or omission on material breach of this Agreement by the part Company, including failure to permit the Executive to participate in equity-based compensation plans, or other benefit or compensation plans, provided to senior executives in accordance with Section 3.6, which is not cured within thirty (30) days after written notice from the Executive to the Board setting forth the nature of the non-performance or breach; or
(iii) the delivery to Executive not requested or approved by the Company constituting willful malfeasance in of a valid Non-renewal Notice.
5.1.4. Voluntary resignation by the performance Executive that is not a Resignation with Good Reason ("GENERAL RESIGNATION"), which resignation shall not take effect sooner than 30 days after the giving of his duties hereunder that materially adversely affects such notice to the Company or such lesser period as the Company, in its sole discretion, shall determine after receipt of such notice;
5.1.5. Discharge of the Executive by the Company after one or more of the following events shall have occurred (c"DISCHARGE FOR CAUSE"), which event shall be specified to the Executive by the Company in a written notice at the time of discharge:
(i) the Executive's conviction of Executive of, or the entry of a plea of guilt guilty or nolo contendere by to, any felony;
(ii) the Executive's commission of any unlawful act involving embezzlement, fraud, misappropriation of Company property or diversion of a corporate opportunity of the Company to a Restricted Business;
(iii) the Executive willfully engaging in conduct which is demonstrably and materially injurious to any crime involving moral turpitudethe Company; or
(div) any material non-performance or material breach of any term of this Agreement by the Executive which is not cured within 30 thirty (30) days (the "CURE PERIOD") after written notice from the Chairman of the Board to the Executive setting forth the nature of the non-performance or breach. For purposes ; PROVIDED, however, that the Company may terminate the Executive's employment under this paragraph prior to the end of the Cure Period if the Board determines, in its sole discretion, that Executive failed to conduct himself strictly in accordance with Section 1 of this Section 5.1.5, no act or failure to act on Executive's part shall be considered "willful" unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive's action or omission was in Agreement during the best interest of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been Discharged for Cause unless and until there shall have been delivered to Executive a copy of a Notice of Termination (as defined below) from the Chairman of the Board identifying the conduct set forth in clauses (a), (b), (c) or (d) above of this Section 5.1.5 for which termination is made and specifying the particulars thereof in detailCure Period.
5.1.6. The date Discharge of the Company's discharge of Executive by the Company that is not accompanied by a notice of Discharge for Cause described in Section 5.1.5 hereof("GENERAL DISCHARGE"), which discharge shall take effect immediately upon the giving of notice thereof to the Executive by the Company unless otherwise provided by the Company therein.
5.1.7. For purposes Expiration of this Agreement the Term in accordance with Section 2 following a timely Non-renewal Notice ("Notice of Termination" shall mean a notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated. Each Notice of Termination shall be delivered at least sixty (60) days prior to the effective date of terminationEXPIRATION").
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