Termination by Company; “Cause.” Company shall have the right to terminate Executive’s employment hereunder at any time, with or without “Cause” (as defined below). In the event of any termination by Company, Company shall give Executive forty-five (45) days prior notice of any termination without Cause, but shall not be obligated to give Executive prior notice of a termination with Cause. Company shall nevertheless be obligated to pay Executive such compensation and severance, if any, as may be provided for in this Agreement under the applicable circumstances. Company will give Executive notice of termination of her employment pursuant to a “Notice of Termination” (as defined below).

By Company with Cause. During the Strategic Advisory Period, the Company may terminate this Agreement for “Cause” as defined in the 2020 ​ Long-Term Incentive Plan. Upon such a for-Cause termination, each of the Company and Executive will be released from any and all further obligations under this Agreement except: # that the Company will pay to Executive the base salary earned by Executive as of the Accelerated Retirement Date; and # as described in [Section 6(d)].

Termination by Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean a termination of the Executive’s employment which is a result of any act or omission from the Effective Date of this Agreement forward including:

Cause. For all purposes under this Agreement, “Cause” shall mean Executive’s:

Cause. With respect to any employee or Consultant: # if the employee or Consultant is a party to an employment agreement, change in control employment agreement, or other services agreement with the Company or its Affiliates and such agreement provides for a definition of Cause, the definition contained therein; or # if no such agreement exists, or if such agreement does not define Cause, the definition of Cause contained in the Award Agreement.

Cause. For the purposes of this Agreement, Cause shall mean: # Executive’s conviction of a felony or similar crime causing material harm to the standing and reputation of the Company; or # Executive’s dishonesty or fraud that causes material harm to the Company; # Executive’s gross negligence or ongoing neglect in the performance of his duties as Chief Executive Officer; or # Executive’s fiscal or fiduciary malfeasance.

Cause. Notwithstanding any other provisions of this Agreement to the contrary, if the Committee concludes, in its sole discretion, that the [[Team Member:Person]]’s Service was terminated in whole or in part for Cause, all of the PSUs subject to the Award shall terminate immediately and the [[Team Member:Person]] shall have no rights hereunder.

Cause. The term “Cause” means one or more of the following:

Cause. Any termination of a Participant’s employment with the Company or a Subsidiary which results from:

Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean # repeated violations by the Executive of the Executive's obligations under [Section 4] of this Agreement (other than as a result of incapacity due to physical or mental illness) which are demonstrably willful and deliberate on the Executive's part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of the Company and which are not remedied in a reasonable period of time after receipt of written notice from the Company specifying such violations or # the conviction of the Executive of a felony involving an act of dishonesty intended to result in substantial personal enrichment at the expense of the Company or its Affiliated Companies.

Cause. “Cause” means:

Cause. For purposes of this Agreement, “Cause” shall mean the following # Employee’s commission of an act of fraud, theft or dishonesty against the Company; # the arrest of Employee for any act involving dishonest conduct or other act of moral turpitude; # willful or wanton misconduct, recklessness, or gross negligence by Employee in the performance of the Services; # Employee's breach of his fiduciary duties to the Company; # conduct by Employee that could harm the Company’s reputation or goodwill or that otherwise could undermine the best interests of the Company or affiliated entities; # if Employee is determined to have a “bad actor” disqualification as set forth in Rule 506(d) of Regulation D under the Securities Act of 1933, # a breach by Employee of any obligation, representation, or warranty under this Agreement, # unwillingness of the Employee to perform the Services continuing for a period of five (5) business days after notice to Employee; and # any additional events as set forth in [Exhibit A].

Discharge by the Company Without Cause. During the Term, the Executive’s employment may be terminated by the Company (which shall also constitute a termination of this Agreement) upon thirty (30) days’ written notice; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice. In the event of termination of Executive’s employment by the Company without Cause, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Company terminates Executive’s employment without Cause prior to July 1, 2021, and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term.