6. Remedies Upon Breach. Employee agrees that, in addition to any other right or remedy Employer may have, Employer shall be entitled to a temporary restraining order and to a preliminary and permanent injunction enjoining or restraining the breach or threatened breach of Section 4 or Section 5 by Employee, without the necessity of proving the inadequacy of monetary damages or the posting of any bond or security. Employee further agrees that Employer shall have the right to have the provisions of Section 4 and Section 5 specifically enforced and to require Employee to account for and pay over to Employer all compensation, profits, moneys, accruals, increments or other benefits derived or received by Employee as the result of any transactions constituting a breach of such provisions.
7. Termination. Employees employment shall be at will, meaning that either Employee or Employer shall be entitled to terminate Employees employment at any time and for any reason, with or without Cause (as defined below) or notice. This Agreement shall constitute the full and complete agreement between Employee and Employer on the at-will nature of Employees employment, which may only be changed in an express written agreement signed by Employee and an authorized officer of Employer. Except as expressly provided in Section 8, upon the termination of Employees employment with Employer, Employee shall be entitled to any Base Salary already earned, any earned but unused PTO through the date of termination, any vested benefits under Employers welfare and pension benefit plans (other than any severance plans) pursuant to the terms of such plans, and any unreimbursed business expenses incurred by Employee in accordance with this Agreement and Employers expense policies.
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Payments and Obligations Upon Termination
(a) Termination for Cause, Voluntary Termination, Death or Disability. If this Agreement terminates prior to the end of the Employment Term due to Employers termination of Employee for Cause, Employees death or Employees disability, or Employees resignation, then except as provided in Section 7, Employee agrees that he shall not be eligible for any additional compensation or benefits.
(b) Termination without Cause and Resignation for Good Reason in Connection with a Change in Control. If (i) Employer terminates Employee for a reason other than Cause, death or disability or (ii) if during the one (1) year period that follows a Change in Control Employee resigns for Good Reason (as defined below), then, subject to Section 8(d), Employee shall be entitled to the payments set forth in Section 7 and continuing compensation from Employer equal to six (6) months of the Base Salary, payable in accordance with Employers standard payroll practices, commencing on the 60th day following termination, with the first payment containing all of the amounts which were not paid prior to such date, but were otherwise due under this Section 8(b).
(c) Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
(i) Cause means the occurrence of any of the following, as determined in Employers sole discretion: (A) Employees failure to materially perform his duties to the standards required by Employer or repeated neglect of Employees duties under this Agreement (other than by reason of physical or mental illness); (B) Employees willful misconduct, material breach of any of Employers written employment policies or gross insubordination; (C) Employees engagement in any illegal act, substance abuse or any other misconduct that has a material adverse effect on Employers reputation or business operations, assets, properties, results of operations or financial condition, as reasonably determined by Employer; (D) Employees (i) commission of an act involving dishonesty in the execution of Employees duties, fraud, embezzlement or theft; (ii) (x) indictment for, or plea of guilty or nolo contendere to, any crime constituting a felony or (y) conviction of, or plea of guilty or nolo contendere to, any crime (non-felony) involving moral turpitude; or (iii) engaging in any activity that constitutes sexual harassment or misconduct, discrimination or other workplace misconduct or a material violation of any written Employer policy applicable thereto; or (E) Employees material breach of this Agreement (which breach is not otherwise covered by the definition of Cause).