Involuntary Termination With Cause

Involuntary Termination With Cause. A termination by the Company or any of its Subsidiaries of the Executive's employment relationship with the Company or any of its Subsidiaries for any of the following reasons: (a) the Executive's willfull refusal to perform in any material respect the Executive's duties or responsibilities for the Company or any of its Subsidiaries or his willful disregard in any material respect of any lawful written financial or budgetary limitations established in good faith by the Board, provided the Board... provides him with written notice of such refusal or disregard and provides the Executive with thirty (30) days to cure such refusal or disregard, and the Executive fails to cure such refusal or disregard within such thirty (30) days; (b) the Executive's willful misconduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any of its Subsidiaries, including, but not limited to, misappropriation or conversion of assets of the Company or any of its Subsidiaries (other than non-material assets), provided the Board provides him with written notice of such misconduct and provides the Executive with thirty (30) days to cure such misconduct, and the Executive fails to cure such misconduct within such thirty (30) days; or (c) the Executive's conviction or plea of nolo contendre to a crime of moral turpitude causing material and demonstrable injury to the Company or otherwise demonstrating unfitness to serve as an officer of the Company or conviction of or entry of a plea of nolo contendere to a felony. No act or failure by the Executive shall be deemed "willful" if done, or omitted to be done, in good faith and with the reasonable belief that the action or omission was in the best interest of the Company or any of its Affiliates. For the avoidance of doubt, a termination of employment of the Executive due to death or disability shall not qualify as an Involuntary Termination With Cause. View More