Terminating Event. A "Terminating Event" shall mean any of the events provided in this Section 3: (a) Termination by the Company. Termination by the Company of the employment of the Employee with the Company for any reason other than for Cause, death or Disability. For purposes of this Agreement, "Cause" shall mean, as determined by the Company in good faith: (i) the commission by the Employee of any felony, any crime involving the Company, or any crime involving fraud or dishonesty; (ii) any unauthorized use or d
...isclosure of the Company's proprietary information by the Employee; (iii) any intentional misconduct or gross negligence on the Employee's part which has a materially adverse effect on the Company's business or reputation; or (iv) the Employee's repeated and willful failure to perform the duties, functions and responsibilities of the Employee's position after a written warning from the Company. A Terminating Event shall not be deemed to have occurred pursuant to this Section 3(a) solely as a result of the Employee being an employee of any direct or indirect successor to the business or assets of the Company, rather than continuing as an employee of the Company following a Change in Control. For purposes hereof, the Employee will be considered "Disabled" if, as a result of the Employee's incapacity due to physical or mental illness, the Employee shall have been absent from his duties to the Company on a full-time basis for 180 calendar days in the aggregate in any 12-month period. (b) Termination by the Employee for Good Reason. Termination by the Employee of the Employee's employment with the Company for Good Reason. For purposes of this Agreement, "Good Reason" shall mean that the Employee has complied with the "Good Reason Process" (hereinafter defined) following, the occurrence of any of the following events: (i) a material diminution in the Employee's title, responsibilities, authority or duties; (ii) a material diminution in the Employee's base salary except for across-the-board salary reductions based on the Company's financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a breach by the Company of the material terms of this Agreement or any other written agreement between the Company and the Employee; or (iv) a 50 mile or greater change in the geographic location at which the Employee is required to provide services to the Company, not including business travel and short-term assignments. "Good Reason Process" shall mean that (i) the Employee reasonably determines in good faith that a "Good Reason" condition has occurred; (ii) the Employee notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Employee cooperates in good faith with the Company's efforts, for a period not less than 30 days following such notice (the "Cure Period"), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee terminates his employment within 60 days after the end of the Cure Period. 2 If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
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Terminating Event. A "Terminating Event" shall mean any of the events provided in this Section 3: (a) Termination by the Company. Termination by the Company of the employment of the
Employee Executive with the Company for any reason other than for Cause, death or Disability. For purposes of this Agreement, "Cause" shall mean, as determined by the
Company President and Chief Executive Officer in
his good faith: (i)
conduct by the Executive constituting a material act of misconduct in connection with the performance... of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; or (ii) the commission by the Employee Executive of any felony, any crime felony or a misdemeanor involving the Company, moral turpitude, deceit, dishonesty or fraud, or any crime involving fraud conduct by the Executive that would reasonably be expected to result in material injury or dishonesty; (ii) reputational harm to the Company or any unauthorized use of its subsidiaries and affiliates if he were retained in his position; or disclosure (iii) continued non-performance by the Executive of his duties to the Company (other than by reason of the Executive's physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the President and Chief Executive Officer; or (iv) a material violation by the Executive of the Company's proprietary information written employment policies; or (v) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Employee; (iii) any intentional misconduct Company to cooperate, or gross negligence on the Employee's part which has a materially adverse effect on the Company's business willful destruction or reputation; or (iv) the Employee's repeated and willful failure to perform preserve documents or other materials known to be relevant to such investigation or the duties, functions and responsibilities willful inducement of the Employee's position after a written warning from the Company. others to fail to cooperate or to produce documents or other materials in connection with such investigation. A Terminating Event shall not be deemed to have occurred pursuant to this Section 3(a) solely as a result of the Employee Executive being an employee of any direct or indirect successor to the business or assets of the Company, rather than continuing as an employee of the Company following a Change in Control. For purposes hereof, the Employee Executive will be considered 2 "Disabled" if, as a result of the Employee's Executive's incapacity due to physical or mental illness, the Employee Executive shall have been absent from his duties to the Company on a full-time basis for 180 calendar days in the aggregate in any 12-month period. (b) Termination by the Employee Executive for Good Reason. Termination by the Employee Executive of the Employee's Executive's employment with the Company for Good Reason. For purposes of this Agreement, "Good Reason" shall mean that the Employee Executive has complied with the "Good Reason Process" (hereinafter defined) following, following the occurrence of any of the following events: (i) a material diminution in the Employee's title, Executive's responsibilities, authority or duties; duties, including, but not limited to, any demotion, loss of office or significant authority; (ii) a material diminution reduction in the Employee's base salary except for across-the-board salary reductions based on Executive's annual compensation or benefits; (iii) the Company's financial performance similarly affecting all or substantially all senior management employees relocation of the Company; (iii) a breach Executive's principal place of employment by more than 30 miles from its location immediately prior to the Company of Change in Control; or (iv) the material terms breach of this Agreement or any other written agreement between by the Company and the Employee; or (iv) a 50 mile or greater change in the geographic location at which the Employee is required to provide services to the Company, not including business travel and short-term assignments. Company. "Good Reason Process" shall mean that (i) the Employee Executive reasonably determines in good faith that a "Good Reason" condition has occurred; (ii) the Employee Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Employee Executive cooperates in good faith with the Company's efforts, for a period not less than 30 days following such notice (the "Cure Period"), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee Executive terminates his employment within 60 days after the end of the Cure Period. 2 If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
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Terminating Event. A "Terminating Event" shall mean any of the events provided in this Section 3: (a) Termination by the Company. Termination by the Company of the employment of the
Employee Executive with the Company for any reason other than for Cause, death or Disability. For purposes of this Agreement, "Cause" shall mean, as determined by the Company in good faith: (i) the
commission by indictment the
Employee Executive of any felony, any crime involving the Company, or any crime involving
fraud fraud, moral t...urpitude or dishonesty; (ii) any unauthorized use or disclosure of the Company's proprietary information by which has an adverse effect on the Employee; Company's business or reputation. As used in this paragraph, "Proprietary Information" means any information in whatever form, tangible or intangible, related to the business of the Company unless the information is publicly available in hard copy or electronic format, through lawful means; (iii) any intentional misconduct or gross negligence on the Employee's Executive's part which has a materially adverse effect on the Company's business or reputation; or (iv) the Employee's Executive's repeated and willful failure to perform the duties, functions and responsibilities of the Employee's Executive's position after a written warning from the Company. A Terminating Event shall not be deemed to have occurred pursuant to this Section 3(a) solely as a result of the Employee being Executive becoming an employee of any direct or indirect successor to the business or assets of the Company, rather than continuing as an employee of the Company following a Change in Control. For purposes hereof, the Employee Executive will be considered "Disabled" if, as a result of the Employee's Executive's incapacity due to physical or mental illness, the Employee Executive shall have been absent from his duties to the Company on a full-time basis for 180 calendar days in the aggregate in any 12-month period. (b) Termination by the Employee Executive for Good Reason. Termination by the Employee Executive of the Employee's Executive's employment with the Company for Good Reason. For purposes of this Agreement, "Good Reason" shall mean that the Employee Executive has complied with the "Good Reason Process" (hereinafter defined) following, the occurrence of any of the following events: (i) a material diminution in the Employee's title, Executive's responsibilities, authority or duties; (ii) a material diminution in the Employee's Executive's base salary except for across-the-board salary reductions based on the Company's financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a breach by the Company of the material terms of this Agreement change, defined as miles or any other written agreement between the Company and the Employee; or (iv) a 50 mile or greater change more, in the geographic location at which the Employee Executive is required to provide provides services to the Company, not including business travel and short-term assignments. assignments; or (iv) a material breach of this Agreement by the Company. "Good Reason Process" shall mean that (i) the Employee Executive reasonably determines in good faith that a "Good Reason" condition has occurred; (ii) the Employee Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Employee Executive cooperates in good faith with the Company's efforts, for a period not less than 30 days following such notice (the "Cure Period"), to remedy 2 the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee terminates his employment Executive provides a Notice of Termination to the Company within 60 days after the end of the Cure Period. 2 If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
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Terminating Event. A "Terminating Event" shall mean any of the events provided in this Section 3: (a) Termination by the Company. Termination by the Company of the employment of the
Employee Executive with the Company for any reason other than for Cause, death or Disability. For purposes of this Agreement, "Cause" shall mean, as determined by the Company in good faith: (i) the
commission by indictment the
Employee Executive of any felony, any crime involving the Company, or any crime involving
fraud fraud, moral t...urpitude or dishonesty; (ii) any unauthorized use or disclosure of the Company's proprietary information by which has an adverse effect on the Employee; Company's business or reputation. As used in this paragraph, "Proprietary Information" means any information in whatever form, tangible or intangible, related to the business of the Company unless the information is publicly available in hard copy or electronic format, through lawful means; (iii) any intentional misconduct or gross negligence on the Employee's Executive's part which has a materially adverse effect on the Company's business or reputation; or (iv) the Employee's Executive's repeated and willful failure to perform the duties, functions and responsibilities of the Employee's Executive's position after a written warning from the Company. A Terminating Event shall not be deemed to have occurred pursuant to this Section 3(a) solely as a result of the Employee being Executive becoming an employee of any direct or indirect successor to the business or assets of the Company, rather than continuing as an employee of the Company following a Change in Control. For purposes hereof, the Employee Executive will be considered "Disabled" if, as a result of the Employee's Executive's incapacity due to physical or mental illness, the Employee Executive shall have been absent from his duties to the Company on a full-time basis for 180 calendar days in the aggregate in any 12-month period. (b) Termination by the Employee Executive for Good Reason. Termination by the Employee Executive of the Employee's Executive's employment with the Company for Good Reason. For purposes of this Agreement, "Good Reason" shall mean that the Employee Executive has complied with the "Good Reason Process" (hereinafter defined) following, the occurrence of any of the following events: (i) a material diminution in the Employee's title, Executive's responsibilities, authority or duties; (ii) a material diminution in the Employee's Executive's base salary except for across-the-board salary reductions based on the Company's financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a breach by the Company of the material terms of this Agreement change, defined as miles or any other written agreement between the Company and the Employee; or (iv) a 50 mile or greater change more, in the geographic location at which the Employee Executive is required to provide provides services to the Company, not including business travel and short-term assignments. assignments; or (iv) a material breach of this Agreement by the Company. "Good Reason Process" shall mean that (i) the Employee Executive reasonably determines in good faith that a "Good Reason" condition has occurred; (ii) the Employee Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Employee Executive cooperates in good faith with the Company's efforts, for a period not less than 30 days following such notice (the "Cure Period"), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee terminates his employment Executive provides a Notice of Termination to the Company within 60 days after the end of the Cure Period. 2 If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
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Terminating Event. A "Terminating Event" shall mean any of the events provided in
this Section
3: 3(a) or 3(b): (a) Termination by the Company. Termination by the Company of the employment of the Employee with the Company for any reason other than for Cause,
or due to the Employer's death or Disability. For purposes of this Agreement, "Cause" shall mean, as determined by the
Company Board in good
faith: faith; (a) "cause" as defined in any employment agreement or consulting agreement between the Employee and the C...ompany, or, (b) if the Employee is not a party to an employment agreement or consulting agreement in which "cause" is defined, then (i) the commission by the Employee conviction of, or plea of any felony, any nolo contendere to, a felony or other crime involving moral turpitude, the misappropriation of funds or other material property of the Company the attempt to willfully obtain any personal profit from any transaction in which the Company has an interest which is adverse to the interests of the Company or any other act of fraud or embezzlement against the Company, or any crime involving fraud of its customers or dishonesty; suppliers, (ii) any unauthorized use reporting to work under the influence of alcohol or disclosure of drugs or repeatedly using alcohol or illegal drugs or abusing legal drugs, whether or not at the Company's proprietary information by workplace, in such a fashion as could reasonably be expected to cause the Employee; Company material harm, (iii) any intentional misconduct or gross negligence on the Employee's part which has a materially adverse effect on the Company's business or reputation; or (iv) the Employee's substantial and repeated and willful failure to perform duties as reasonably directed by the duties, functions and responsibilities Company in writing, (iv) any intentional act or intentional omission aiding or abetting a competitor, supplier or customer of the Company to the material disadvantage or detriment of the Company , or (v) any breach of fiduciary duty, gross negligence or willful misconduct with respect to the Company which (if capable of cure) is not cured to the Company's reasonable satisfaction within ten (10) days after written notice thereof to the Employee. For purposes hereof, "Disability" shall mean the Employee's position after a written warning from the Company. A Terminating Event shall not be deemed incapacity due, to have occurred pursuant to this Section 3(a) solely physical or mental illness as a result of the Employee being an employee of any direct or indirect successor to the business or assets of the Company, rather than continuing as an employee of the Company following a Change in Control. For purposes hereof, the Employee will be considered "Disabled" if, as a result of the Employee's incapacity due to physical or mental illness, which, the Employee shall have been absent from his duties to the Company on a full-time full‐time basis for 180 calendar days in the aggregate in any 12-month period. (b) Termination by the Employee for Good Reason. Termination by the Employee of the Employee's employment with the Company for Good Reason. For purposes of this Agreement, "Good Reason" shall mean that exist upon the Employee has complied with occurrence, without the "Good Reason Process" (hereinafter defined) following, the occurrence Employee's consent, of any one or more of the following events: circumstances: (i) Any material reduction of the Employee's annual base salary, provided that any reduction that is a part of a general reduction in the base compensation of Employees of the same grade level that occurs prior to the date of the Change in Control shall not be "Good Reason"; (ii) Any action or inaction by the Company that constitutes a material diminution in the Employee's title, responsibilities, authority or duties; (ii) a material diminution in the Employee's base salary except for across-the-board salary reductions based on the Company's financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a breach by the Company of the material terms of this Agreement any applicable plan, program or any other written agreement between the Company and the Employee; or (iv) a 50 mile or greater change in the geographic location at under which the Employee is required to provide services provides services; (iii) The material reduction or material adverse modification of the Employee's title, position or responsibilities, such that the Employee's title, position or responsibilities are inconsistent with those in effect prior to the Company, not including business travel and short-term assignments. "Good Reason Process" shall mean reduction or modification; or (iv) Any requirement that (i) the Employee reasonably determines relocate his principal place of employment by more than a fifty (50)-mile radius from its location and such relocation results in good faith that a material increase in the Employee's customary daily commute. Notwithstanding the foregoing, any of the circumstances described above in Section 3(b)(i), (ii), (iii) or (iv) may not serve as a basis for resignation for "Good Reason" condition has occurred; (ii) by the Employee notifies unless (a) the Employee has provided written notice to the Company in writing of the first occurrence of the Good Reason condition that such circumstance exists within 60 ninety (90) days of the first occurrence initial existence of such condition; (iii) circumstance and the Employee cooperates in good faith with the Company's efforts, for a period not less than 30 Company has failed to cure such circumstance within thirty (30) days following such notice (the "Cure Period"), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; notice; and (v) (b) the Employee terminates his termination of employment due to such circumstance occurs within 60 days after the end one (1) year period following the initial existence of the Cure Period. 2 If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. such circumstance.
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Terminating Event. A "Terminating Event" shall mean any of the events provided in this Section 3: (a) Termination by the Company. Termination by the Company of the
Employee's employment
of the Employee with the Company for any reason other than for Cause, death or Disability. For purposes of this Agreement, "Cause" shall mean, as determined by the
Company Board in good faith: (i) the
commission Employee's failure to devote substantially all of Employee's full professional time, attention, energies, and abilities t...o Employee's employment duties for the Company, which failure is not cured after the Company provides the Employee with notice of the failure and a reasonable opportunity to cure it; (i) the Employee's inducement of any customer, consultant, employee, or supplier of the Company to unreasonably breach any contract with the Company or cease its business relationship with the Company; 2 (ii) the Employee's willful, deliberate, and persistent failure to reasonably perform the duties and obligations of the Employee's employment which are not remedied after the Company provides the Employee with notice of the failure and a reasonable opportunity to cure it; (iii) an act or acts of dishonesty undertaken by the Employee of any felony, any crime involving resulting in substantial personal gain by the Company, or any crime involving fraud or dishonesty; (ii) any unauthorized use or disclosure Employee at the expense of the Company's proprietary information by the Employee; (iii) any intentional misconduct or gross negligence on the Employee's part which has a materially adverse effect on the Company's business or reputation; or Company; (iv) the Employee's repeated and willful failure material breach of a fiduciary or contractual duty to perform the duties, functions and responsibilities of Company; (v) the Employee's position after commission of a written warning from felony; or (vi) the Employee's commission of an act that results in material long term harm to the goodwill or reputation of the Company. A Terminating Event shall not be deemed to have occurred pursuant to this Section 3(a) solely as a result of the Employee being an employee of any direct or indirect successor to the business or assets of the Company, rather than continuing as an employee of the Company following a Change in Control. For purposes hereof, the Employee will be considered "Disabled" if, as a result of the Employee's incapacity due to physical or mental illness, the Employee shall have been absent from his duties to the Company on a full-time basis for 180 calendar days in the aggregate in any 12-month period. (b) (c) Termination by the Employee for Good Reason. Termination by the Employee of the Employee's employment with the Company for Good Reason. For purposes of this Agreement, "Good Reason" shall mean that the Employee has complied with the "Good Reason Process" (hereinafter defined) following, the occurrence of any of the following events: (i) a material diminution any significant adverse change in the Employee's title, responsibilities, authority or duties; position, or duties and responsibilities not initiated, or voluntarily agreed to, by the Employee; (ii) any material involuntary decrease in base salary (other than any which may be assessed on a percentage basis to the Company as a whole); or (iii) any material diminution breach of this Agreement by the Company. Provided that, and for the avoidance of doubt, the occurrence of any change, whether or not material, in the Employee's title, position, or duties and responsibilities or any decrease, whether or not material and whether or not involuntary, in the Employee's base salary except for across-the-board salary reductions based on in accordance with and as a result of the Company's financial performance similarly affecting all or substantially all senior management employees of October 14, 2019 Work Status Reduction as communicated to the Company; (iii) a breach Employee on October 7, 2019, and as implemented by the Company on October 14, 2019, shall not constitute the occurrence of the material terms of a Good Reason condition under this Agreement or any other written agreement between the Company and the Employee; or (iv) a 50 mile or greater change in the geographic location at which the Employee is required to provide services to the Company, not including business travel and short-term assignments. Agreement. "Good Reason Process" shall mean that (i) the Employee reasonably determines in good faith that a "Good Reason" condition has occurred; (ii) the Employee notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Employee cooperates in good faith with the Company's efforts, for a period not less than 30 days following such notice (the "Cure Period"), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee terminates his employment within 60 days after the end of the Cure Period. 2 If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. (d) Termination due to Disability. Termination of the Employee's employment with the Company due to the Employee's Disability. For purposes hereof, the Employee will be considered "Disabled" if, as a result of the Employee's incapacity due to physical or mental illness, the Employee shall have been absent from his duties to the Company on a full‐time basis for 180 calendar days in the aggregate in any 12-month period. (a) Termination of the Employee's employment with the Company due to the Employee's death.
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