CompUSA 2011 Annual Report Download - page 64

3. Termination of Employment . The Employee’s employment under this Agreement may be terminated under any of the circumstances
set forth in this Section 3. Upon termination, the Employee (or his beneficiary or estate, as the case may be) shall be entitled to receive the
compensation and benefits described in Section 4 below.
(a) Death . The Employee’s employment hereunder shall terminate upon his death.
(b) Termination Resulting from Total Disability . The Company may terminate the Employee’
s employment upon his becoming
“Totally Disabled” and thereafter providing Notice of Termination. For purposes of this Agreement, the Employee shall be “Totally Disabled”
if the
Employee is physically or mentally incapacitated so as to render the Employee incapable of performing the essential functions of his position under
this Agreement with or without reasonable accommodation for a period of three (3) consecutive months or for an aggregate of ninety (90) days within
any consecutive six month period. The Employee’s receipt of disability benefits under the Company’s long-
term disability plan, if any, or receipt of
Social Security disability benefits shall be deemed conclusive evidence of Total Disability for purpose of this Agreement; provided, however, that in
the absence of the Employee’s receipt of such long-
term disability benefits or Social Security benefits, the Board of Directors may, in its reasonable
discretion (but based upon appropriate medical evidence), determine that the Employee is Totally Disabled.
(c) Cause . The Company may terminate your employment at any time for “Cause”.
For the purposes of this Agreement, the
Company shall have “Cause”
to terminate your employment hereunder upon (i) your indictment, conviction of or plea of nolo contendere to a felony or
any other crime involving deceit, dishonesty, fraud or moral turpitude; (ii) your engaging in conduct which brings, or if publicly known would bring,
the Company into public disrepute or disgrace and which the Board believes has had or will have a detrimental effect on the Company’
s reputation or
business; (iii) your engaging in an act of gross negligence or willful misconduct in the performance of your employment obligations and duties, and/or
your violation of the Company
’s corporate ethics policies, in any such case that has had or will have a material adverse effect on the Company’
s
reputation or business; (iv) your making any false, disparaging or malicious statement, oral or written, about the Systemax Companies or any director,
officer or employee of the Systemax Companies which is injurious to the business or operations of any of the Systemax Companies, or which may in
any material respect interfere with the goodwill of any of the Systemax Companies or its relations with customers or suppliers; (v) your committing an
act of embezzlement of or fraud against, or theft or misappropriation of property belonging to, the Company, or your engaging in any intentional
“kickback” scheme involving the Company’
s vendors; (vi) your breach of your covenants under Sections 6, 7 and 8 of this Agreement, which, to the
extent curable, is not cured within 30 days of written notice thereof; or (vii) following thirty (30) days notice and opportunity to cure (to the extent
curable) during such thirty (30) day period, you (a) repeatedly fail to perform the material duties of your office as described in this Agreement and/or
as reasonably directed by the Reporting Person in writing (provided that mere poor job performance shall not be considered such failure ) or (b) you
commit a material breach of this Agreement, which, if curable, is not cured within 30 days of written notice thereof.
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