Termination for Cause by the Company. If the Company shall terminate the Executive’s employment with the Company for Cause, then upon such termination, the Company shall have no further obligation to Executive hereunder except for the payment or provision, as applicable, of # the portion of the Annual Base Salary for the period prior to the effective date of termination earned but unpaid (if any), # all unreimbursed expenses (if any), subject to Sections 2.4 and 5.10(c), and (iii) other payments, entitlements or benefits, if any, in accordance with terms of the applicable plans, programs, arrangements or other agreements of the Company (other than any severance plan or policy) as to which the Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise on the date of termination (“Other Benefits”). For the avoidance of doubt, Executive shall have no right to receive (and Other Benefits shall not include) any amounts under any Company severance plan or policy or pursuant to Article 3 or Article 4 upon Executive’s termination for Cause.

Termination for Cause by the Company. If the Company shall terminate the Executive’s employment with the Company for Cause, then upon such termination, the Company shall have no further obligation to Executive hereunder except for the payment or provision, as applicable, of # the portion of the Annual Base Salary for the period prior to the effective date of termination earned but unpaid (if any), # all unreimbursed expenses (if any), subject to Sections 2.4 and 5.10(c), and (c))] other payments, entitlements or benefits, if any, in accordance with terms of the applicable plans, programs, arrangements or other agreements of the Company (other than any severance plan or policy) as to which the Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise on the date of termination (“Other Benefits”). For the avoidance of doubt, Executive shall have no right to receive (and Other Benefits shall not include) any amounts under any Company severance plan or policy or pursuant to [Article 3] or [Article 4] upon Executive’s termination for Cause.

Termination for Cause by the Company. If the Company shall terminate the Executive’s employment with the Company for Cause, then upon such termination, the Company shall have no further obligation to Executive hereunder except for the payment or provision, as applicable, of # the portion of the Annual Base Salary for the period prior to the effective date of termination earned but unpaid (if any), # all unreimbursed expenses (if any), subject to Sections 2.4 and 5.10(c), (iii))] payment for all accrued, unused vacation days and # other payments, entitlements or benefits, if any, in accordance with terms of the applicable plans, programs, arrangements or other agreements of the Company (other than any severance plan or policy) as to which the Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise on the date of termination (“Other Benefits”). For the avoidance of doubt, Executive shall have no right to receive (and Other Benefits shall not include) any amounts under any Company severance plan or policy or pursuant to [Article 3] or [Article 4] upon Executive’s termination for Cause.

Termination by the Company for Cause. In the event the Company terminates Executive’s employment during the Term for Cause, as defined below, he shall, subject to Section 5(d), be entitled to any other amounts earned, accrued or owing as of the date of termination of employment under the applicable employee benefit plans or programs of the Company. “Cause” means Executive’s dishonesty relating to his employment with the Company, conviction of a felony, willful unauthorized disclosure of Confidential Information of the Company, or breach of any of Executive’s obligations and restrictive covenants set forth in Section 5.

Termination for Cause by the Company. If the Company shall terminate the Executive’s employment with the Company for Cause, then upon such termination, the Company shall have no further obligation to Executive hereunder except for the payment or provision, as applicable, of # the portion of the Annual Base Salary for the period prior to the effective date of termination earned but unpaid (if any), # all unreimbursed expenses (if any), subject to Sections 2.4 and 5.10(c), (iii))] payment for all accrued, unused vacation days and # other payments, entitlements or benefits, if any, in accordance with terms of the applicable plans, programs, arrangements or other agreements of the Company (other than any severance plan or policy) as to which the Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise on the date of termination (“Other Benefits”). For the avoidance of doubt, Executive shall have no right to receive (and Other Benefits shall not include) any amounts under any Company severance plan or policy or pursuant to [Article 3] or [Article 4] upon Executive’s termination for Cause.

Termination by the Company For Cause. Upon termination of a Participant’s Employment by the Company for Cause, all portions of such Participant’s Deferral Award (vested and unvested) shall be forfeited without any payment.

Termination by the Company for Cause. At any time during the Term, the Company may terminate Executive’s employment hereunder for Cause (as defined in the Severance Plan); provided, that if the Company has placed Executive on garden leave, then thereafter, “Cause” shall instead mean either a material breach of the Restrictive Covenants (as defined below)) or Executive’s conviction of (or plea of guilty or no contest to) a felony involving moral turpitude. Upon the termination of Executive’s employment pursuant to this Section 4(b), Executive shall have no further rights to any [[Organization A:Organization]] or any other benefits under this Agreement other than the Accrued Amounts. For avoidance of doubt, any claim that Executive has been terminated for Cause shall be resolved in accordance with the procedures applicable to a [Section 16] Participant (as defined in the Severance Plan) under [Sections 9.2, 13.1, and 13.2]2]2] of the Severance Plan. For avoidance of doubt, the Company shall not be permitted to terminate Executive without Cause (other than a termination due to Disability pursuant to Section 4(a) above) following the Effective Date.

Termination by the Company for Cause. Employee’s employment under this Agreement may be terminated by the Company at any time for Cause. Only the following actions, failures, or events by or affecting Employee shall constitute “Cause” for termination of Employee by the Company: # willful and continued failure by Employee to substantially perform her duties provided herein after a written demand for substantial performance is delivered to Employee by the CEO or the Board of Directors, which demand identifies with reasonable specificity the manner in which Employee has not substantially performed her duties, and Employee’s failure to comply with such demand within a reasonable time, which shall not be less than thirty (30) days after Employee’s receipt of such demand; # the engaging by Employee in gross misconduct or gross negligence materially injurious to the Company, which if capable of being cured, is not cured within 30 days of written notice thereof from the CEO or the Board of Directors to Employee; # the commission of any act in direct competition with or materially detrimental to the best interests of the Company, which if capable of being cured, is not cured within 30 days of written notice thereof from the CEO or the Board of Directors to Employee; or(iv) Employee’s conviction of having committed a felony. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated by the Company for Cause unless and until there shall have been delivered to her a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors finding that, in the good faith opinion of the Board of Directors, the Company has Cause for the termination of the employment of Employee as set forth in any of [clauses (i) through (iv) above] and specifying the particulars thereof in reasonable detail.

Termination by the Company for Cause. The Company may terminate Executive’s employment at any time for Cause, such termination to be effective as of the date stated in a written notice of termination delivered by the CEO or President to Executive. Any termination under this Paragraph 3(c) shall not also be deemed to be a termination under Paragraph 3(d) hereof. For the purposes of this Agreement, “Cause” is defined to mean any of the following activities by Executive: # the conviction of Executive for a felony or a crime involving moral turpitude or the commission of any act involving dishonesty, disloyalty or fraud with respect to the Company or any of its subsidiaries or affiliates; # substantial repeated failure to perform material job duties which are reasonably directed by the CEO, the President, or the Board and which are consistent with the terms of this Agreement and the position specified in Paragraph 1, which is not cured within thirty (30) days after written notice thereof to Executive; # gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates, in each instance which has caused or is reasonably likely to cause material harm to the Company; or # any other willful breach of a material provision of this Agreement, which is not cured within thirty (30) days after written notice thereof to Executive.

Termination by the Company for Cause. If the Company terminates Executive’s employment for Cause, the Company shall have no obligation to Executive other than for payment of wages earned through the termination date. For purposes of this Agreement, “Cause” means any one of the following, as determined in the reasonable discretion of the Company’s CEO and/or the Board, as applicable, and unless, to the extent correctable, such events are fully corrected in all material respects by Executive within thirty (30) days following written notification by the Company to Executive of the occurrence of one of the following reasons of Cause: # Executive being convicted of a felony; # a material breach of this Agreement; # any gross or willful misconduct, dishonesty, fraud or negligence by Executive in the performance of Executive’s duties; # a failure to satisfactorily meet the material duties and obligations of Executive’s employment; # egregious conduct by Executive that brings Company or any of its subsidiaries or affiliates into public disgrace or disrepute; or # a material violation of the Company’s Code of Conduct. The parties agree that the failure of employee to relocate in connection with his employment shall not constitute Cause.