Termination by the Company with or without Cause Sample Clauses

Termination by the Company with or without Cause. The Company may terminate the Executive’s employment at any time, with or without Cause. Termination of the Executive’s employment hereunder shall be effective upon delivery of written notice of such termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive’s failure (except where due to sickness or other Disability), neglect or refusal to perform his duties hereunder which failure, neglect or refusal shall not have been corrected by the Executive within 10 days of receipt by the Executive of written notice from the Company of such failure, neglect or refusal, which notice shall with reasonable specificity set forth the nature of said failure, neglect or refusal; (ii) any willful or intentional act of the Executive that has the effect of injuring the reputation or business of the Company or its affiliates in any material respect; (iii) public or consistent drunkenness by the Executive or his illegal use of narcotics which is, or could reasonably be expected to become, materially injurious to the reputation or business of the Company or which impairs, or could reasonably be expected to impair, the performance of the Executive’s duties hereunder; (iv) conviction of, or plea of guilty or nolo contendere to, the commission of a felony by the Executive; (v) the commission by the Executive of an act of fraud or embezzlement against the Company; or (vi) the Executive’s breach of any of the covenants provided in Section 7 hereof.

Termination by the Company with or without Cause. (a) In addition to any other rights or remedies provided by law or in this Agreement, the Company may terminate Executive's employment for "cause" under this Agreement if: (i) Executive is convicted of, or enters a plea of guilty or nolo contendere (which plea is not withdrawn prior to its approval by the court) to a felony or other crime, a criminal offense, involving the acts identified in paragraph (ii) below; or (ii) the Company's Board of Directors determines, after due inquiry, that Executive has: (A) committed fraud against, or embezzled or misappropriated funds or other assets of, the Company (or any subsidiary thereof); (B) violated, or caused the Company (or any subsidiary thereof) or any officer, employee or other agent thereof, or any other Person to violate, any material law, regulation or ordinance, which violation has or would reasonably be expected to have a significant detrimental effect on the Company or its Affiliates, or any material rule, regulation, policy or practice established by the Board of Directors of the Company; (C) on a persistent or recurring basis, (A) failed properly to perform his duties hereunder or (B) acted in a manner detrimental to, or adverse to the interests of, either the Company or its Affiliates; or (D) violated, or failed to perform or satisfy any material covenant, condition or obligation required to be performed or satisfied by Executive hereunder. (b) The Company may effect such termination for cause under paragraph (a) of this Section by giving Executive notice to such effect, setting forth in reasonable detail the factual basis for such termination, at least thirty (30) days prior to the date of termination set forth therein; provided however that Executive may avoid such termination if Executive, prior to the date of termination set forth in such notice, cures or explains to the reasonable satisfaction of the Company's Board of Directors the factual basis for termination set forth therein. (c) In addition to any other rights provided in this Agreement, the Company may terminate Executive's employment under this Agreement without cause and for no reason or any reason upon six (6) months prior notice given at any time after the six month anniversary of the date of this Agreement.

Termination by the Company with or without Cause. The Company may terminate the Executive’s employment with the Company in line with the minimum notice requirements set forth in the table below, with or without cause, by delivery to the Executive of a written notice of termination from an authorized officer of the Company. < 5 years 1 month 5-10 years 2 months 10-15 years 3 months >15 years 4 months (A) If the Executive’s employment is terminated by the Company without Cause, the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date the Executive’s employment is terminated) until the end of the Severance Period (as defined in Section 6(e) below), (y) with respect to the Annual Bonus, to the extent the Milestones are achieved, pay the Executive a pro rata portion of the Annual Bonus for the year of the Employment Period on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company, and (z) pay any other accrued compensation and Benefits. The Executive shall not have any further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination of employment. (B) If, following a termination of employment without Cause, the Executive breaches the provisions of Sections 7, 8 or 9 hereof, the Executive shall not be eligible, as of the date of such breach, for the payments and benefits described in Section 6 (a)(ii), and any and all obligations and agreements of the Company with respect to such payments shall thereupon cease.

Termination by the Company with or without Cause. The Company may terminate Executive’s employment without Cause. The Company may terminate the Executive’s employment during the Employment Period immediately for Cause upon written notice to the Executive setting forth in reasonable detail the nature of the Cause.

Termination by the Company with or without Cause. The Company may terminate the Employee’s employment hereunder with or without Cause at any time after the Company provides thirty (30) days’ written notice (or a shorter period of time, to be determined in good faith by the Board to be essential to prevent serious damage to the

Termination by the Company with or without Cause. The Company may immediately terminate the Employment Period and Executive’s employment with or without “Cause.” Cause shall mean (i) the Executive’s conviction of, or entry of a plea of either guilty or no contest to a charge of, commission of (a) a felony or (b) a crime involving moral turpitude; (ii) the Executive’s willful failure or refusal to perform his duties; (iii) the Executive’s willful misconduct or gross negligence in connection with the performance of the Executive’s duties or (iv) the Executive’s material breach of any of the terms or conditions of this Agreement or any material Company policy; provided that the Company provides written notice to the Executive of its intention to terminate the Executive’s employment for Cause under clause (ii) or (iv) and the Executive fails to cure such grounds for Cause within twenty days after the notice was given to the Executive. For purposes hereof, no act or omission to act will be “willful” if conducted in good faith or with a reasonable belief that such act or omission was in the best interests of the Company.

Termination by the Company with or without Cause. The Company may terminate the Employee’s employment hereunder with or without Cause at any time after the Company provides thirty (30) days’ written notice (or a shorter period of time, to be determined in good faith by the Board to be essential to prevent serious damage to the Company) to the Employee to such effect. The term “Cause” shall mean any of the following: (i) willful malfeasance or willful misconduct by the Employee in connection with the Employee’s employment; (ii) the Employee’s gross negligence in performing any of the Employee’s duties under this Agreement; (iii) the Employee’s conviction of, or entry of a plea of guilty to, or entry of a plea of nolo contendere with respect to any crime other than a traffic violation or infraction which is a misdemeanor; (iv) the Employee’s willful and continuing breach of any written policy applicable to all employees adopted by the Company concerning conflicts of interest, political contributions, standards of business conduct or fair employment practices, procedures with respect to compliance with securities laws or any similar matters, or adopted pursuant to the requirements of any government contract or regulation; or (v) any other material breach by the Employee of this Agreement after the Company provides written notification to the Employee of such breach and the Employee fails within five (5) days of receipt of such notification to cure the circumstances which gave rise to such breach.

Termination by the Company with or without Cause. This Agreement shall terminate: a. Automatically and immediately at the written election of the Company, if any public authority cancels or declines to renew any of the licenses of MGA necessary to fulfill the terms of this Agreement. b. Automatically and immediately in the event of a transfer, sale or pledge of the majority of the stock or a substantial portion of the assets of MGA, unless this Agreement is assigned with the express written consent of the Company, or unless the pledge of stock is to a federal or state charted bank to secure loans from the bank to MGA, provided in the event of such permitted pledge that this Agreement shall terminate if the pledged stock is foreclosed upon or otherwise acquired by the pledgee. c. At the election of the Company upon MGA's material violation of any provision of this Agreement; provided, however, that MGA will be allowed thirty (30) days, after written notice, to cure any non-monetary breach or default. d. Immediately, at the election of the Company for any failure by MGA to comply with the provisions of Section 6.3 a. or b. e. Sixty (60) days after delivery of written notice to terminate to MGA at the election of the Company for any reason.

Termination by the Company with or without Cause. The Company may terminate Executive’s employment (other than for death or Disability, where (a) above exclusively applies) under the following circumstances, provided any such termination complies with any of the following: