Termination of Employment. If Executive’s employment is terminated by the Corporation without Case within six (6) months prior to the consummation of a Change in Control, then Executive shall be paid the Change in Control Payment at the time set forth in [Section 2]. For the purpose of this Agreement, “Cause” means # willful dishonesty involving the Corporation, excluding good faith expense account disputes, # conviction of or entering of a no contest plea to a felony or other crime involving material dishonesty or moral turpitude, # material failure or refusal to perform Executive’s duties or other lawful directive from the Corporation’s CEO or Board of Directors which is not cured by the Executive within ten (10) days after receipt by Executive of a written notice from the Corporation specifying the details thereof, # willful violation by Executive of the Corporation’s lawful policies or of Executive’s fiduciary duties, which violation is not cured by the Executive within ten (10) days after receipt by Executive of a written notice from the Corporation specifying the details thereof, # Executive’s will violation of the Corporation’s published business conduct guidelines, code of ethics, conflict of interest or similar policies or # illegal drug or substance abuse or addiction by Executive which is not protected by law.
Termination of Employment. If Executive’s employment is terminated by the Corporation without Cause within six (6) months prior to the consummation of a Change in Control, then Executive shall be paid the Change in Control Payment at the time set forth in [Section 2]. For the purpose of this Agreement, “Cause” means # willful dishonesty involving the Corporation, excluding good faith expense account disputes, # conviction of or entering of a no contest plea to a felony or other crime involving material dishonesty or moral turpitude, # material failure or refusal to perform Executive’s duties or other lawful directive from the Corporation’s CEO or Board of Directors which is not cured by the Executive within ten (10) days after receipt by Executive of a written notice from the Corporation specifying the details thereof, # willful violation by Executive of the Corporation’s lawful policies or of Executive’s fiduciary duties, which violation is not cured by the Executive within ten (10) days after receipt by Executive of a written notice from the Corporation specifying the details thereof, # Executive’s will violation of the Corporation’s published business conduct guidelines, code of ethics, conflict of interest or similar policies or # illegal drug or substance abuse or addiction by Executive which is not protected by law.
Termination of Employment. If Executive’s employment is terminated by the Corporation without Cause within six (6) months prior to the consummation of a Change in Control, then Executive shall be paid the Change in Control Payment at the time set forth in [Section 2]. For the purpose of this Agreement, “Cause” means # willful dishonesty involving the Corporation, excluding good faith expense account disputes, # conviction of or entering of a no contest plea to a felony or other crime involving material dishonesty or moral turpitude, # material failure or refusal to perform Executive’s duties or other lawful directive from the Corporation’s CEO or Board of Directors which is not cured by the Executive within ten (10) days after receipt by Executive of a written notice from the Corporation specifying the details thereof, # willful violation by Executive of the Corporation’s lawful policies or of Executive’s fiduciary duties, which violation is not cured by the Executive within ten (10) days after receipt by Executive of a written notice from the Corporation specifying the details thereof, # Executive’s willful violation of the Corporation’s published business conduct guidelines, code of ethics, conflict of interest or similar policies or # illegal drug or substance abuse or addiction by Executive which is not protected by law.
any termination by the Employer of the employment of the Executive for any reason other than for Cause within a period of two (2) years following the Change of Control Date (as that term is defined in paragraph d. of this Section 1); or # voluntary termination by the Executive of his/her employment within a period of two (2) years following the Change of Control Date and subsequent to the occurrence without the Executives written consent, of # a material and adverse change in the Executives status, authority, duties, functions, or benefits relative to those most favorable to the Executive in effect at any time during the 180-day period prior to the Change of Control Date or, to the extent more favorable to the Executive, those in effect after the Change of Control Date, # any reduction in the Executives base salary or percentage of base salary available as an incentive compensation or bonus opportunity relative to those most favorable to the Executive in effect at any time during the 180-day period prior to the Change of Control Date or, to the extent more favorable to the Executive, those in effect after the Change of Control Date, or the failure to pay the Executives base salary or earned incentive compensation or bonus when due, # the relocation of the Executives principal place of employment to a location more than 50 miles from the Executives principal place of employment immediately prior to the Change of Control Date, # the Employers requiring the Executive to travel on Employer business to a materially greater extent than was required immediately prior to the Change of Control Date, or # the failure of the company to obtain from a successor the assumption and agreement to perform this Agreement (as described in Section 6.a.) prior to the effectiveness of any such succession provided that # any such event occurs following the Change of Control Date or # in the case of an event set forth in [clause (A), (B), (C) or (D) above], such event occurs on or prior to the Change of Control Date and the Executive reasonably demonstrates that such event occurs under circumstances described in [clause (i) or (ii) of Section 1.d.(3)(B)] hereof; provided, that the Executive shall have given written notice to the Company of the occurrence of an event or circumstance described in [clause (A)-(E) above] within ninety (90) days following such occurrence and the Company shall have failed to remedy such event or circumstances within thirty (30) days following its receipt of such notice. Notwithstanding the foregoing, a Termination of Employment shall not be deemed to have occurred unless the Executive shall have incurred a Separation from Service, within the meaning of Code Section 409A and applicable guidance issued thereunder.
Termination by the Company Other Than For Due Cause, Death or Disability or Resignation from Employment for Good Reason Within Twelve Months After a Change in Control. If the Company terminates the Executive’s employment for other than Death, Disability or Due Cause prior to the expiration of the Employment Term and within twelve (12) months after a Change In Control (as defined below), or if the Executive elects to terminate the Executive’s employment for Good Reason prior to the expiration of the Employment Term and within twelve (12) months after a Change In Control, then # the Executive shall be entitled to a Change In Control Termination Payment as hereinafter defined in lieu of the Termination Payment set forth in [Subsection 4(d)(i)] above, # the Executive shall receive benefits as defined in [Subsections 4(d)(ii), (iii) and (iv)])])] above (except that for purposes
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