Discharge by the Company For Cause. During the Term, the Executive’s employment may be terminated by the Company (which shall also constitute a termination of this Agreement) immediately upon written notice to the Executive by the Board, detailing the circumstances constituting Cause. As used herein, “Cause” shall mean any one or more of the following that continues uncured for thirty (30) days following receipt of written notice to Executive from the Board setting forth in detail the circumstances constituting Cause: # failure or refusal to follow the reasonable written direction of the Board (other than by reason of Disability); # the Executive’s commission of any crime, the underlying conduct of which is job related such that it is consistent with business necessity to terminate Executive’s employment; # the Executive’s willful material false statement regarding the Company’s business to the Board, shareholders of the Company, any lender or insurer, or a regulatory authority; # the Executive’s breach of this Agreement in any material respect (other than by reason of Disability); or # other intentional conduct that is or could reasonably be expected to be materially harmful to the business interests or reputation of the Company. Immediately upon termination for 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.

Subject to certain conditions set forth in the Indenture, the Issuer at any time shall be entitled to terminate some or all of its and the Guarantors’ obligations under the Notes and the Indenture if the Issuer deposits with the Trustee money or, in certain cases, U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be.

Discharge of Liability Any payment made in accordance with the foregoing provisions of this Section 5.7 shall constitute a complete discharge of any liability or obligation of the Participating Employers under this Plan.

Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge the Company from all further obligations under the Plan with respect to the participant.

Discharge of Loan. The parties hereby agree that in full and final discharge of the Loan, the Company shall issue to Lender a total of 19,511,800 shares of common stock of the Company (“Common Stock”) (with an approximate effective value of $0.005 per share). The discharge of the Loan shall be effective as of the Effective Date, however, it is subject to Lender’s receipt of the Common Stock. Accordingly, upon receipt of such Common Stock, Lender and Ong, jointly and severally, hereby forever waive and discharge any and all claims, demands and actions with respect to the Loan, including accrued and unpaid interest thereon.

Discharge of Obligations. The acceptance of the Deed by ​ shall be deemed to be a full performance and discharge of every representation and warranty made by ​ herein and every agreement and obligation on the part of ​ to be performed pursuant to the provisions of this Agreement, except those which are herein specifically stated to survive Closing.

You will release and discharge Emerson and its respective Directors, officers, employees and agents from any and all claims or liability of whatever nature and will execute on your Retirement Date the Release Agreement attached hereto as Exhibit A. If the Release Agreement attached as Exhibit A is not executed by you, this Agreement shall be null and void. You also agree that no benefits or other compensation described in this Agreement shall be paid or provided to you until expiration of the seven-day revocation period set forth in Paragraph 3(e) of the Release Agreement.

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

Cause. Nothing in this Agreement shall be construed to prevent its termination by Employer at any time for “cause”. For purposes of this Agreement, “cause” shall mean # the willful and material failure of Employee to perform or observe (other than by reason of disability as contemplated in paragraph 8(a)) any of the terms or provisions of this Agreement, including the failure of Employee to follow the reasonable written directions of Employer’s President and Chief Executive Officer or Board of Directors, # dishonesty or misconduct on the part of Employee that is or is reasonably likely to be damaging or detrimental to the business of Employer, # conviction of a crime involving moral turpitude, # habitual insobriety or failure to perform duties due to abuse of alcohol or drugs, or # misappropriation of funds. Prior to terminating this Agreement on account of Employee’s failure to perform or observe any of the terms and conditions of this Agreement (but not for any of the other enumerated “causes” stated in [(ii) through (v) above]), Employer shall give Employee thirty (30) days written notice and an opportunity to cure such failure to the satisfaction of Employer. Upon termination for cause, Employer shall pay to Employee all sums due to Employee through the date of such termination. Following such a termination, Employer shall have no further duty or obligation to Employee; provided, however, that Employee shall continue to be bound by [Sections 11 through 13].

Cause. “Cause” for Termination by the Company of your employment, during the Protected Period, shall mean # willful misconduct, dishonesty, misappropriation, breach of fiduciary duty or fraud by you with regard to the Company or any of its assets or businesses; # your conviction or your pleading of nolo contendere with regard to any felony or crime (for the purpose hereof, traffic violations and misdemeanors shall not be deemed to be a crime); or # any material breach by you of the provisions of this Agreement which is not cured within 30 days after written notice to you of such breach from the Board of Directors of the Company.

Cause. For purposes of this Agreement only, "Cause" means # repeated violations of the Employee's employment obligations (other than as a result of incapacity due to physical or mental illness), which are demonstrably willful and deliberate on Employee's part and which are not remedied in a reasonable period after written notice from the Company specifying such violations; or # conviction for (or plea of nolo contendere to) a felony.

Cause. Notwithstanding any other provisions of this Agreement to the contrary, if the Committee concludes, in its sole discretion, that the ​’s Service was terminated in whole or in part for Cause, all of the RSUs subject to the Award that have not previously been converted to Shares shall terminate immediately and the ​ shall have no rights hereunder.

Cause. The term “Cause” means one or more of the following as determined by the affirmative vote of at least a majority of the Board or executive committee thereof:

Cause. For purposes of this Section 7, “Cause” shall be defined as the occurrence of any one or more of the following acts or events: # fraud, misappropriation, embezzlement, or other act of material dishonesty against the Company; # any act or acts by Participant with respect to Company which constitute a breach of Participant’s fiduciary duties or duties of honesty, good faith and loyalty (including derogatory statements regarding the Company, but excluding statements made in connection with any legal action filed against the Company); # any act by Participant which is intentionally damaging to the Company; # commission by Participant of a felony or misdemeanor involving moral turpitude; # a material breach by Participant of any provision of this Agreement within his control or failure of Participant to properly and diligently perform his duties as an employee, officer and/or director of the Company, which violation is not remedied within three (3) days after notice from Company specifying such violation; # alcohol or drug abuse affecting in any material respect the performance by the Participant of his duties and responsibilities as an employee, officer and/or director of the Company; # commission of any other act or acts which substantially impairs the reputation and standing of Company with its customers or the community at large; and # any act or circumstance constituting “cause” for termination under applicable statutory or common law.

Cause. In the event that the Executive's employment is terminated for Cause at any time, the Executive will not be eligible to receive any of the Benefits set forth in [Section 2(a)-(d)])] above; provided, however, that the Company will in all circumstances pay the Executive for his final wages and any unused vacation time accrued through the Separation Date. For purposes of this Agreement, the term "Cause" shall mean any of the following that results, as determined by the Company's Board of Directors, in demonstrable harm to the Company's financial condition or business reputation: # the Executive's conviction of or plea of guilty or no contest to any felony or crime of moral turpitude; # the Executive's dishonesty or disloyalty in performance of duties; # conduct by the Executive that jeopardizes the Company's right or ability to operate its business; # violation by the Executive of any of the Company's policies or procedures (including without limitation employee workplace policies, anti-bribery policies, insider trading policy, communications policy, etc.), if uncured within two weeks of written notice by the Company; or # the Executive's willful malfeasance, misconduct, or gross neglect of duty.

Cause. “Cause” means conduct of Executive which is knowingly fraudulent, deliberately dishonest or willful misconduct.

Cause. The Corporation, by giving written notice of termination to the Employee, may terminate such employment hereunder for Cause.