Termination by the Company. The Executive's employment hereunder may be terminated by the Company
or News Corporation, as applicable, without any breach of this Agreement only under the following circumstances: (a) The Executive's employment hereunder shall terminate upon his death. (b) If, as a result of the Executive's incapacity and disability due to physical or mental illness, the Executive shall have been absent from his duties hereunder for a period of 365 consecutive days during the Term of Employment, the Company
o...r News Corporation, may terminate the Executive's employment hereunder. (c) The Company or News Corporation, may terminate the Executive's employment hereunder for "cause" as defined herein. For purposes of this Agreement, the Company or News Corporation shall have "cause" shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony or crime involving moral turpitude; (ii) the Executive engages in conduct that constitutes willful neglect or willful misconduct in carrying out to terminate the Executive's duties under employment hereunder only in the event of a material breach of this Agreement, and such Agreement by the Executive, which breach remains uncured following fifteen (15) is not cured within thirty days prior after written notice given by the Company to the Executive specifying such breach, provided such breach is capable of being cured; (iii) the Executive has breached any material representation, warranty, covenant or term of this Agreement, including among other things, a breach of written Company policy, and such breach remains uncured following twenty-one (21) days prior written notice specifying such breach given by the Company to the Executive, provided such breach is capable of being cured; (iv) the Executive's act of fraud or dishonesty in the performance event of the Executive's job duties; (v) the Executive intentionally engages in conduct which impacts negatively and materially on the reputation excessive unauthorized absenteeism, chronic substance abuse, fraud, embezzlement, or image conviction of the Company, its affiliates, or any of their respective products; and/or (vi) the Executive's use of or addiction to illegal drugs. a felony (other than a vehicular felony). (d) The Company or News Corporation may terminate the Executive's employment other than for cause, death or disability, subject to Section 10(d) hereof. 3 (e) Any termination of the Executive's employment by the Company or News Corporation (other than termination pursuant to subsection (a) above) shall be communicated by a written Notice of Termination to the Executive. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in full detail the facts and circumstances claimed to provide the basis for termination of the Executive's employment under the provision so indicated. (f) "Date of Termination" shall mean (i) if the Executive's employment is terminated by his death, the date of this death, or (ii) if the Executive's employment is terminated pursuant to subsections (b), (c) or (d) above, the date specified in the Notice of Termination. 3 9. Termination by Executive. (a) The Executive, at his option, may terminate his employment without any breach of this Agreement only under the following circumstances: (i) In the event of a material breach of the Agreement by the Company, which breach if curable, is not cured within thirty (30) days after written notice specifying such breach; (ii) If the Executive is required to be based and essentially render services in other than the New York City metropolitan area at the principal office of the Company or News Corporation, as applicable, in such area; or (iii) A material diminution in the Executive's job description, title, authority, duties or responsibility. (b) Any termination of his employment by the Executive shall be communicated by a written Notice of Termination to the Company or News Corporation, as applicable.
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Termination by the Company. The Executive's employment hereunder may be terminated by the Company without any breach of this Agreement only under the following circumstances: (a) The Executive's employment hereunder shall terminate upon his death. (b) If, as a result of the Executive's incapacity and disability due to physical or mental illness, the Executive shall have been absent from his duties hereunder for a period of 365 consecutive days during the Term of Employment, the Company may terminate the Executive's employm
...ent hereunder. (c) The Company may terminate the Executive's employment hereunder for "cause" as defined herein. cause. For purposes of this Agreement, the Company shall have "cause" shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony or crime involving moral turpitude; (ii) the Executive engages in conduct that constitutes willful neglect or willful misconduct in carrying out to terminate the Executive's duties under employment hereunder only in the event of a material breach of this Agreement, and such Agreement by the Executive, which breach remains uncured following fifteen (15) is not cured within twenty days prior after written notice given by the Company to the Executive specifying such breach, provided such breach is capable of being cured; (iii) the Executive has breached any material representation, warranty, covenant or term of this Agreement, including among other things, a breach of written Company policy, and such breach remains uncured following twenty-one (21) days prior written notice specifying such breach given by the Company to the Executive, provided such breach is capable of being cured; (iv) the Executive's act of fraud or dishonesty in the performance event of the Executive's job duties; (v) the Executive intentionally engages in conduct which impacts negatively and materially on the reputation excessive absenteeism, insobriety, drug addiction, fraud, embezzlement or image conviction of the Company, its affiliates, or any of their respective products; and/or (vi) the Executive's use of or addiction to illegal drugs. a felony (other than a vehicular felony). (d) The Company may terminate the Executive's employment other than for cause, death or disability, subject to Section 10(d) hereof. 3 (e) Any termination of the Executive's employment by the Company (other than termination pursuant to subsection (a) above) shall be communicated by a written Notice of Termination to the Executive. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in full detail the facts and circumstances claimed to provide the basis for termination of the Executive's employment under the provision so indicated. (f) (e) "Date of Termination" shall mean (i) if the Executive's employment is terminated by his death, the date of this death, or (ii) if the Executive's employment is terminated pursuant to subsections (b), (b) or (c) or (d) above, the date specified in the Notice of Termination.
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