Termination Without Cause

Termination Without Cause. The termination of the Executive's employment by act of the Board that does not constitute a Termination With Cause. For the avoidance of doubt, termination of the Executive's employment on account of death or Disability or Voluntary Termination is not a Termination Without Cause

Termination Without Cause. Shall mean termination by the Employer other than due to the Executive's death or "Termination With Cause".

Termination Without Cause. Before a Change of Control, "Termination Without - ------------------------- Cause" shall mean termination of the Executive's employment by the Company other than as a result of: (a) the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by... the Board [OR THE CHIEF EXECUTIVE OFFICER OF THE COMPANY] which specifically identifies the manner in which the Board [OR CHIEF EXECUTIVE OFFICER] believes that the Executive has not substantially performed the Executive's duties; (b) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (c) the Executive's Disability. For purposes of this definition, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board [OR UPON THE INSTRUCTIONS OF THE CHIEF EXECUTIVE OFFICER OR A SENIOR OFFICER OF THE COMPANY] or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, termination as a result of an event described in clause (a) or (b) above shall be deemed to be a "Termination Without Cause" unless and until (i) the Executive has been given the opportunity, on reasonable advance notice, to be heard before the Board, together with counsel to the Executive and (ii) there shall have been delivered to the Executive a copy of a resolution thereafter duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (excluding the Executive, if the Executive is a member of the Board), finding -9- that, in the good faith opinion of the Board, the Executive is guilty of conduct described in either (a) or (b) above, and specifying the particulars thereof in detail. After a Change of Control, "Termination Without Cause" shall mean a termination of the Executive's employment by the Company other than for Cause or Disability, as those terms are defined in the Executive's Change-of-Control Employment Security Agreement. View More

Termination Without Cause. Means the Company's termination of Executive's employment other than a Termination for Cause or a Termination Following a Change in Control.

Termination Without Cause. Means the involuntary dismissal or discharge of Mr. Rodnyansky by the Group (including, without limitation, CTC's failure to renew the Employment Contract after the expiry thereof) for reasons other than (i) the breach by Mr. Rodnyansky of the terms of his Employment Contract, (ii) the commission by Mr. Rodnyansky of an act of moral turpitude or any acts involving dishonesty, fraud, gross negligence or wilful misconduct, (iii) criminal indictment of Mr. Rodnyansky for the commission of a felony... or similar category of crime, punishable by imprisonment of one year or more or (iv) reasons stated in Article 83.4 and Articles 81.5 through 81.12 of the Labor Code of the Russian Federation. View More

Termination Without Cause. Means a termination of your employment by the Company other than by reason of: i. any willful refusal by you to follow lawful directives of the President and Chief Executive Officer of the Company or the Board which are consistent with the scope and nature of your duties and responsibilities; provided that an isolated, insubstantial or inadvertent action or failure which is remedied by you within 10 days after written notice from the President and Chief Executive Officer of the Company... or the Board shall not constitute Cause hereunder; ii. your conviction of, or plea of guilty or nolo contendere to, a felony or of any crime involving moral turpitude, fraud or embezzlement; iii. any gross negligence or willful misconduct by you resulting in a material loss to the Company or any of its subsidiaries, or material damage to the reputation of the Company or any of its subsidiaries; iv. any material breach by you of any one or more of the covenants contained in any proprietary interest protection, confidentiality, non-competition or non-solicitation agreement between you and the Company; or v. any violation of any statutory or common law duty of loyalty to the Company or any of its subsidiaries. View More

Termination Without Cause. A termination of your employment by the Company for any reason other than Cause, death or disability as allowed by law.

Termination Without Cause. A Separation as a result of a termination of your employment by the Company without Cause other than for death or Disability.

Termination Without Cause. Involuntary termination for reasons other than the following: (i) A clear refusal to carry out any material lawful duties of the Executive or any reasonable directions of the Board or Chief Executive Officer, provided the Executive has been given reasonable notice and opportunity to correct any such failure; (ii) Violation by the Executive of a state or federal criminal law involving the commission of a crime against the Company or any of its ... subsidiaries; (iii) Deception, fraud, misrepresentation or dishonesty by the Executive, or any incident materially compromising the Executive's reputation or ability to represent the Company with investors, customers or the public; or (iv) Unauthorized use or disclosure of confidential information or trade secrets. View More

Termination Without Cause. Means a termination of the Eligible Employee's employment by the Company or its successors other than for Cause.