Termination and Termination Benefits Notwithstanding the provisions of Section 3, the Executive's employment under this Agreement shall terminate under the following circumstances set forth in this Section 6.
Term and Termination of Employment (a) This Agreement shall be effective as of the Effective Date. (b) Employee's Employment shall terminate immediately upon the discharge of Employee for "Cause." For the purpose of this Agreement, the term "Cause," when used with respect to termination by NOVA of Employee's Employment hereunder, shall mean termination as a result of: (i) Employee's competition with the Business of NOVA either directly or indirectly, (ii) Employee's willful, intentional, or grossly negligent failure to perform his duties under this Agreement diligently and in accordance wit the directions of NOVA; (iii) Employee's willful, intentional, or grossly negligent failure to comply with the decisions or policies of NOVA; (iv) Employee's failure to discharge Employee's duty of loyalty to NOVA; or (v) final conviction of Employee of a felony; provided, however, that in the event NOVA desires to terminate Employee's Employment pursuant to subsections (i), (ii), (iii), or (iv) of this Section 6 (b), NOVA shall first give Employee written notice of such intent, detailed and specific description of the reasons and basis therefor, and thirty (30) days to remedy or cure such perceived breaches or deficiencies by Employee (the "Cure Period"). If Employee does not cure the perceived breaches or deficiencies within the Cure Period, NOVA may discharge Employee immediately upon written notice to Employee. If NOVA desires to terminate Employee's Employment pursuant to subsection (v) of this Section 6(b), NOVA shall first give Employee three (3) days prior written notice of such intent.
Termination and Termination Pay Subject to Section 12 of this Agreement, Executive’s employment under this Agreement may be terminated in the following circumstances:
TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION (a) Executive’s employment hereunder may be terminated by the Company at any time: (i) upon the determination that Executive’s performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ prior written notice to Executive; or (ii) upon the determination that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment shall terminate upon: (i) the death of Executive; (ii) the “total disability” of Executive (as hereinafter defined in Subsection (c) herein) pursuant to Subsection (h) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total disability” shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s job, even with reasonable accommodation, as reasonably determined by the Company, which determination shall be final and binding. (d) For the purposes hereof, the term “justifiable cause” shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s performance of any act or his failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination of Executive’s employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have been accrued through the date of his termination of employment.
Resignation and Termination An Authenticating Agent may resign by notifying the Indenture Trustee and the Owner Trustee. The Indenture Trustee may terminate the agency of an Authenticating Agent by notifying the Authenticating Agent and the Owner Trustee.