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

Termination by Company for Cause Termination by You for Good Reason. (a) Termination by Company for Cause: Company may at any time during the Term, by written notice, terminate your employment and this Agreement for “Cause” (as defined below), such Cause to be specified in the notice of termination. The following acts shall constitute “Cause” hereunder: (i) any willful or intentional act by you or omission by you having the effect, which effect is reasonably foreseeable, of injuring, to an extent that is not de minimis, the reputation, business, business relationships or employment relationships of Company or its affiliates; (ii) your conviction of, or plea of nolo contendere by you to, a misdemeanor involving theft, fraud, forgery or the sale or possession of illicit substances or a felony; (iii) breach by you of material covenants contained in this Agreement; and (iv) repeated or continuous failure, neglect or refusal by you to perform your material duties hereunder. Notice of termination given to you by Company shall specify the reason(s) for such termination, and in the case where a cause for termination described in clause (i), (iii) or (iv) above shall be susceptible of cure, and such notice of termination is the first notice of termination given to you for such reason, if you fail to cure such Cause for termination to the reasonable satisfaction of Company within ten (10) business days after the date of such notice, termination shall be effective upon the expiration of such ten-business-day period, and if you cure such Cause within such ten-business-day period, such notice of termination shall be ineffective. In all other cases, notice of termination shall be effective on the date thereof. EM 61417-2

Termination by Company for Cause Termination by You for Good Reason. (a) Termination by Company for Cause: Company may at any time during the Term, by written notice, terminate your employment and this Agreement for “Cause” (as defined below), such Cause to be specified in the notice of termination. The following acts shall constitute “Cause” hereunder: (i) any willful or intentional act by you or omission by you having the effect, which effect is reasonably foreseeable, of injuring, to an extent that is not de minimis, the reputation, business, business relationships or employment relationships of Company or its affiliates; (ii) your conviction of, or plea of nolo contendere by you to, a misdemeanor involving theft, fraud, forgery or the sale or possession of illicit substances or a felony; (iii) breach by you of material covenants contained in this Agreement; and (iv) repeated or continuous failure, neglect or refusal by you to perform your material duties hereunder. Notice of termination given to you by Company shall specify the reason(s) for such termination, and in the case where a cause for termination described in clause (i), (iii) or (iv) above shall be susceptible of cure, and such notice of termination is the first notice of termination given to you for such reason, if you fail to cure such Cause cause for termination to the reasonable satisfaction of Company within ten (10) business days after the date of such notice, termination shall be effective upon the expiration of such ten-business-day period, and if you cure such Cause cause within such ten-business-day period, such notice of termination shall be ineffective. In all other cases, notice of termination shall be effective on the date thereof. EM 61417-2In the event of the termination of your employment pursuant to this Paragraph 10, this Agreement shall automatically terminate except that Company shall pay to you the Basic Termination Payments (as defined below) in each case to the date of such termination.