“Cause” in this agreement means:
(i) an intentional act of fraud, embezzlement, theft or any other material violation of law that occurs during or in the course of your employment with company;
(ii) intentional damage to companies assets;
(iii) intentional disclosure of company’s confidential information contrary to companies policies;
(iv) breach of your obligations under this agreement;
(v) intentional engagement in any competitive activity which would constitute a breach of your duty of loyalty or of your obligations under this agreement;
(vi) intentional breach of any of company’s policies;
(vii) the willful and continued failure to substantially perform your duties for company (other than as a result of incapacity due to physical or mental illness); or
(viii) willful conduct by you that is demonstrably and materially injurious to company, monetarily or otherwise.
For purposes of this paragraph, and act, or a failure to act, shall not be deemed willful or intentional, as those terms are defined herein, unless it is done, or omitted to be done, by you in bad faith or without a reasonable belief that your action or omission was in the best interest of company. Failure to meet performance standards or objectives, by itself, does not constitute “Cause ”. “Cause” also includes any of the above grounds for dismissal regardless of whether company learns of it before or after terminating your employment.
“Cause” in this agreement means:
(i) conviction of a crime involving moral turpitude;
(ii) willful misconduct or gross neglect of duties which, in either case, has resulted, or in all probability is likely to result, immaterial economic damage to the company; provided that within 30 days after receiving notice of such misconduct or neglect, on which the board is relying to terminate you for cause, you are provided the opportunity defend yourself before the board; or
(iii) at any time prior to the occurrence if any, of a changing control, a repeated failure by you to follow the written directives of the board or any written company policy or guidelines expressly approved by the board which is resulted, or in all probability is likely to result, immaterial economic damage to the company; provided, however, that (a) if you initially refuse to obey the written directives of the board, you are furnished a written statement by the board that it believes in good faith that the acts or non-acts in respect of which is giving you direction are in the best interests of the company, and (b) you are provided the opportunity to discuss with the board its reasons for not complying with the board’s directives, and provided further that your refusal to follow any written directive of the board that would cause you to commit any illegal act or engage in any illegal course of conduct shall not be grounds for terminating your employment for cause.
Termination for Cause. Any termination of the executive’s employment by the company for cause under this provision shall be authorized by a vote of at least a majority of the nonemployee members of the board having actual knowledge of the event are circumstances providing a basis for such termination. In the case of termination for cause, the executive shall be given notice by the board specifying in detail the particular act or failure to act on which the board is relying to terminate him for cause. The executive should not be terminated for cause if, within 30 days after receiving such notice, he is corrected the particular actor failure to act specified in the notice and by so correcting such act or failure to act is eliminated the material economic damages actor failure to act as allegedly cause the company or has eliminated the probability that such act or failure to act is likely to result in a material economic damage the company.
Anything herein to the contrary notwithstanding, if following a termination of the executive’s employment by the company for cause based upon the conviction of the executive for a crime involving moral turpitude, such conviction is finally overturned on appeal, the executive shall be entitled to payments and the economic equivalent of the benefits the executive would have received if his employment had been terminated by the company without cause.
In the event the company terminates the executive’s employment for cause, he shall be entitled to:
(i) the base salary through the date of the termination of employment for cause;
(ii) any amounts earned, accrued or owing but not yet paid under the terms of this agreement; and
(iii) other benefits in accordance with applicable plans and programs of the company.
“Cause” for the purpose of this agreement is defined as (i) fraud, misappropriation or embezzlement, (ii) executive’s intentional breach of the provisions of this agreement, (iii) executives repeated willful failure to perform services hereunder, (iv) executive’s incapacity.
Notwithstanding anything to the contrary contained above, in the event of executive’s incapacity, company may terminate this agreement only after the expiration of a period the length of which shall be determined by The Company’s Human Resource Department pursuant to the Ben applicable sick leave policy, but in any event not less than executive currently has or not less than (3) months, whichever is longer