Common use of By Employee Clause in Contracts

By Employee. (i) Employee may, in Employee's sole discretion, without cause, terminate the Term at any time upon 60 days' written notice to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall not be entitled to any further Base Salary or the accrual or provision of any compensation or benefits after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy. (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee may, in Employee's sole discretion, terminate the Term upon 30 days' notice of Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: (a) to receive on or prior to the Termination Date a lump sum severance compensation payment equal to two (2) times the total amount of Employee's Base Salary payable hereunder, based on the amount in effect as of the Termination Date. If Employee has less than five years of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the Employee's Base Salary rather than two (2) times the total amount; (b) the medical and hospitalization benefits and all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and (c) to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy.

By Employee. (i) Employee may, in Employee's sole discretion, without cause, terminate the Term employment with Employer may be terminated by Employee at any time upon 60 days' time, after the first anniversary of this Agreement, by the giving of ninety (90) days advance written notice of same to Employer. If In the event Employee exercises such termination rightterminates after the first anniversary of this Agreement, Employer may, at its option, at any time after receiving such notice from shall pay to Employee, relieve Employee of all duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall not be entitled to any further Base Salary or the accrual or provision of any compensation or benefits as soon as practicable after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy. (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee maysuch termination, in Employee's sole discretiona single lump sum, terminate the Term upon 30 days' notice of Employer. If any and all Annual Base Salary, and accrued but unused vacation pay, that have been earned but not paid to Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: (a) to receive on or prior to the Termination Date a lump sum severance compensation payment equal to two (2) times the total amount of Employee's Base Salary payable hereunder, based on the amount in effect as of the Termination Date. If Employee has less than five years of service with the Employer as of the date of Employee's termination. Employee shall forfeit the Annual Incentive Bonus for the year during which he resigns, and he shall forfeit any portion of the Non-Qualified Stock Option that is not vested prior to termination. During the one hundred eighty (180) day period following such termination, Employee shall be permitted to exercise any portion of the Non-Qualified Stock Option that was vested prior to termination. Any portion of the Non-Qualified Stock Option that has not been exercised by the one hundred eighty first (181st) day following termination shall be forfeited. In the event Employee attempts to terminate his employment prior to the first anniversary of the Agreement, such act shall be treated as a material breach of the Agreement by Employee under paragraph 5(b)(iii). In the event Employee terminates the Agreement pursuant to the above after its first anniversary date with less than ninety (90) days advance written notice of same to Employer, the lump parties acknowledge that Employer will be damaged thereby, but that such damages will be difficult to calculate. Accordingly, Employee will promptly pay to Employer, or allow Employer to set off against any monies it may then owe to Employee, as liquidated damages a sum severance compensation payment equal to Employee's Annual Base Salary, on the date of termination divided by 260 for each day Employee's notice of termination hereunder is less than ninety (90) days. A termination by Employee for Good Reason shall entitle Employee to those payments applicable to a termination without Cause, as set forth in subparagraph (c) of this paragraph. For purposes of this paragraph, "Good Reason" shall be equal deemed to one exist if, and only if: (1i) times the total amount The Employee's principal place of business is relocated outside of the Employee's Base Salary rather than two (2) times the total amountChicago metropolitan area; (bii) Employer fails to pay to Employee the medical and hospitalization benefits and all agreed-upon compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); andor benefits; (ciii) There is a demotion or significant diminution in Employee's responsibilities or authorities under the Agreement sufficient to constitute a constructive termination as presently defined by Illinois law. The conditions set forth in (ii) and (iii) above shall constitute Good Reason if such conditions remain uncured for more than thirty (30) days following Employer's receipt of written notice from Employee advising of such condition and demanding the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policycure thereof.

By Employee. (i) Employee may, in Employee's his sole discretion, without cause, terminate the Term at any time upon 60 days' written notice to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties and terminate the Term at any time prior to the expiration of said notice period, it being understood that such termination would not be considered a termination without Cause pursuant to Section 7(a)(ii) above. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall not be entitled to any further Base Salary or the accrual or provision of any compensation or benefits after the Termination Date, except standard medical and hospitalization benefits to the extent permitted by "COBRA" or other Company in accordance with Employer's policy. (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee may, in Employee's his sole discretion, terminate the Term upon 30 days' notice of to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period, and such termination shall not be considered a termination without Cause pursuant to Section 7(a)(ii) above. If However, if this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: entitled to (a) to receive payment on or prior to the Termination Date of a lump sum severance compensation payment equal to two one (21) times the total amount of Employee's Annual Base Salary payable hereunder, based on the amount in effect as of the Termination Date. If Employee has less than five years of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the Employee's Base Salary rather than two (2) times the total amount; ; (b) continue the medical and hospitalization benefits in accordance with Employer's policy and to payment of all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(17(a)(ii)(l); and and (c) to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy.

By Employee. EMPLOYEE shall have the right to terminate this ----------- Agreement upon sixty (60) days written notice to EMPLOYER to such effect, with such termination to be effective upon the expiration of such sixty (60) day notice period. Upon a termination of this Agreement by EMPLOYEE pursuant to this provision, EMPLOYEE shall be entitled to receive (i) Employee mayany bonuses accrued by EMPLOYEE pursuant to the terms of the bonus plan referenced in Paragraph 3.C. hereof through the effective date of a termination of this Agreement, (ii) any earned but untaken vacation under the terms and conditions of Paragraph 5 hereof, and (iii) such salary payable through the effective date of such termination, all payable in Employee's sole discretionfull on the effective date of such termination of this Agreement, without causeunless such termination occurs within twenty-four (24) months following a Change in Control as defined in Paragraph 7.F. hereof, terminate and then EMPLOYEE shall additionally be entitled to receive the Term at compensation described in Paragraph 7.F. hereof and any time upon 60 days' written notice earned but untaken vacation pursuant to EmployerParagraph 5 hereof. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties and terminate the Term at any time EMPLOYEE terminates this Agreement prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i)first annual anniversary hereof, Employee EMPLOYER shall not be entitled to any further Base Salary or the accrual or provision of any compensation or benefits after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy. (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee may, in Employee's sole discretion, terminate the Term upon 30 days' notice of Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice purchase from Employee, relieve Employee of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: EMPLOYEE (a) all of the Buffton Common Stock (the "Section 11 Stock") purchased by EMPLOYEE pursuant to receive Section 11 of the Stock Exchange Agreement dated as of April 11, 1997 between EMPLOYER, EMPLOYEE and the other stockholder of Hotels of Distinction, Inc., a Florida corporation, (the "Stock Exchange Agreement") and still owned by EMPLOYEE on the termination date, (b) EMPLOYEE's 120,000 shares of Buffton Common Stock (the "Exchange Stock") which EMPLOYEE received for his Hotels of Distinction, Inc. Common Stock pursuant to Section 1 of the Stock Exchange Agreement and still owned by Employee on the termination date, (c) the Non Qualified Stock Option Agreement of even date herewith between EMPLOYER and EMPLOYEE pursuant to which EMPLOYER granted EMPLOYEE an option to purchase 250,000 shares of Buffton Common Stock, and all rights and benefits of EMPLOYEE thereunder (the "Stock Options") and (d) all Buffton Common Stock purchased by EMPLOYEE by exercise of all or prior a part of the Stock Options (the "Exercised Option Stock") and still owned by EMPLOYEE on the termination date. The aggregate purchase price payable by EMPLOYER for the Section 11 Stock, the Exchange Stock, the Stock Options and the Exercised Option Stock purchased pursuant to the Termination Date a lump foregoing sentence will be the sum severance compensation payment equal of (1) the average price per share paid by EMPLOYEE for the Section 11 Stock times the number of shares of Section 11 Stock sold to two EMPLOYER pursuant to the foregoing, (2) 50% of the market value of a freely tradeable share of Buffton Common Stock on the termination date times the total amount number of Employee's Base Salary payable hereunder, based on shares of Exchange Stock sold to EMPLOYER pursuant to the amount in effect as of the Termination Date. If Employee has less than five years of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one foregoing and (1) times the total amount of the Employee's Base Salary rather than two (2) times the total amount; (b3) the medical and hospitalization benefits and all compensation and other benefits that shall have accrued as of price paid by EMPLOYEE for the Termination Date, as described in Section 7(a)(ii)(1); and (c) Exercised Option Stock sold to EMPLOYER pursuant to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policyforegoing.

By Employee. Employee’s employment and this Agreement may be terminated by Employee for any reason or with Good Reason (as defined herein) by delivering a written notice of termination to Employer thirty (30) days prior to the desired date of termination (with the thirty (30) day period to be referred to as the “Notice Period”). During the Notice Period, and at the sole discretion of Employer, Employee may be required to assist Employer with identifying a successor and in transitioning Employee’s duties and responsibilities to that successor. Moreover, during the Notice Period, and at the sole discretion of Employer, Employee may be relieved of all duties and/or prohibited from physically working at the offices of Employer. A termination by Employee shall not constitute termination for Good Reason unless Employee shall first have delivered to Employer written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than sixty (60) days after the initial occurrence of such event) (the “Good Reason Notice”), and Employer has not taken action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Employee within thirty (30) days following its receipt of such Good Reason Notice. Good Reason shall not include Employee’s death or Disability. Employee’s date of termination for Good Reason must occur within a period of one hundred twenty (120) days after the occurrence of an event of Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following, without Employee’s consent: (i) Employee may, a material diminution in Employee's sole discretion, without cause, terminate the Term at any time upon 60 days' written notice to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall not be entitled to any further ’s Base Salary or the accrual or provision of any compensation or benefits after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" or (other Company policy. than an across-the-board reduction in base salary that affects all peer executives); (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee may, material diminution in Employee's sole discretion’s authority, terminate duties, or responsibilities; or (iii) the Term upon 30 days' notice of Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: (a) to receive on or prior to the Termination Date a lump sum severance compensation payment equal to two (2) times the total amount relocation of Employee's Base Salary payable hereunder’s principal office to a location that is more than thirty-five (35) miles from Employer’s principal offices in Fitzgerald, based on the amount in effect as of the Termination Date. If Employee has less Georgia or Employee’s principal office if other than five years of service with the Employer as of the date Fitzgerald, Georgia; provided, however, that Good Reason shall not include any relocation of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the ’s principal office which is proposed or initiated by Employee's Base Salary rather than two (2) times the total amount; (b) the medical and hospitalization benefits and all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and (c) to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy.

By Employee. (i) Employee may, in Employee's sole discretion, without cause, may terminate the Term this Agreement and resign their employment at any time time, for any reason upon 60 days' three (3) months’ prior written notice to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from This Agreement and Employee, relieve Employee of all duties and ’s employment shall terminate the Term at any time prior to upon the expiration of the three-month notice period. Once Employee gives General Manager such written notice, Employee shall not have the right to rescind it without an affirmative of the General Manager as of the date Employee requests, in writing, that said written notice be rescinded. Upon receipt of Employee’s written notice of resignation and termination of this Agreement, General Manager shall have the right to immediately remove Employee from their position as Sanitary Department Manager, or to permit Employee to remain in the position of Sanitary Department Manager, for all or any part of the three-month notice period. If General Manager elects to immediately remove Employee from their position as Sanitary Department Manager, or to remove Employee from their position as Sanitary Department Manager, before the Term is terminated by expiration of the three-month notice period, then District shall pay Employee or an amount equal to the prorated salary and benefits that Employee would have received if Employee had remained in the position of Sanitary Department Manager, for the three-month period plus severance. If Employer pursuant requests that Employee continue to this Section 7(c)(i)perform the duties of Sanitary Department Manager during the three-month notice period and Employee faithfully performs the duties necessary for the ongoing functioning of the District and the orderly transition of job knowledge, duties, and assistance in training of a new Sanitary Department Manager, during said three-month notice period, Employee shall not be entitled to any further Base Salary full pay and benefits up to date of separation. If Employee fails or refuses to remain during the accrual or provision of any compensation three-month notice period, then Employee shall receive no salary or benefits after the Termination Datelast date the Employee performs the duties required of them as Sanitary Department Manager. Pursuant to this Agreement, except medical and hospitalization benefits to all accrued vacation will be paid in full upon separation. Accrued sick leave will be paid, prorated by the extent permitted by "COBRA" or other Company policy. (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee may, in Employee's sole discretion, terminate the Term upon 30 days' three- month period from notice of Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee separation to end of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: (a) to receive on or prior to the Termination Date a lump sum severance compensation payment equal to two (2) times the total amount of Employee's Base Salary payable hereunder, based on the amount in effect as of the Termination Date. If Employee has less than five years of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the Employee's Base Salary rather than two (2) times the total amount; (b) the medical and hospitalization benefits and all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and (c) to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policyemployment.

By Employee. (i) Employee may, in Employee's his sole discretion, without cause, terminate the Term at any time upon 60 90 days' written notice to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee him of all his duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i7(c)( i ), Employee shall not be entitled to any further Base Salary or the accrual or provision of any compensation or benefits after the Termination Date, except including, without limitation, any of the medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policydescribed in Section 7(a)(ii)(1). (ii) If, during the Term, a Change of Control (as defined below) occursoccurs and, without his consent, Employee is assigned duties materially inconsistent with his position and status with Employer as of the date hereof, Employee may, in Employee's his sole discretion, terminate the Term upon 30 days' notice of Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee him of all his duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: entitled (a) to receive on or prior to the Termination Date a lump sum severance compensation payment equal to two (2) times the total amount of Employee's Employee s Base Salary payable hereunder, based on the amount in effect as of the Termination Date. If Employee has less than five years of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the Employee's Base Salary rather than two (2) times the total amount; ; (b) the medical and hospitalization benefits and all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and and (c) to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation or benefits payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy.

By Employee. Employee’s employment and this Agreement may be terminated by Employee for any reason or with Good Reason (as defined herein) by delivering a written notice of termination to Employer thirty (30) days prior to the desired date of termination (with the thirty (30) day period to be referred to as the “Notice Period”). During the Notice Period, and at the sole discretion of Employer, Employee may be required to assist Employer with identifying a successor and in transitioning Employee’s duties and responsibilities to that successor. Moreover, during the Notice Period, and at the sole discretion of Employer, Employee may be relieved of all duties and/or prohibited from physically working at the offices of Employer. A termination by Employee shall not constitute termination for Good Reason unless Employee shall first have delivered to Employer written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than sixty (60) days after the initial occurrence of such event) (the “Good Reason Notice”), and Employer has not taken action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Employee within thirty (30) days following its receipt of such Good Reason Notice. Good Reason shall not include Employee’s death or Disability. Employee’s date of termination for Good Reason must occur within a period of one hundred twenty (120) days after the occurrence of an event of Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following, without Employee’s consent: (i) Employee may, a material diminution in Employee's sole discretion, without cause, terminate the Term at any time upon 60 days' written notice to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall not be entitled to any further ’s Base Salary or the accrual or provision of any compensation or benefits after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" or (other Company policy. than an across-the-board reduction in base salary that affects all peer executives); (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee may, material diminution in Employee's sole discretion’s authority, terminate duties, or responsibilities; or (iii) the Term upon 30 days' notice of Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: (a) to receive on or prior to the Termination Date a lump sum severance compensation payment equal to two (2) times the total amount relocation of Employee's Base Salary payable hereunder’s principal office to a location that is more than thirty-five (35) miles from Employer’s principal offices in Fitzgerald, based on the amount in effect as of the Termination Date. If Employee has less Georgia or Employee’s principal office if other than five years of service with the Employer as of the date ▇▇▇▇▇▇▇▇▇▇, Georgia; provided, however, that Good Reason shall not include any relocation of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the ’s principal office which is proposed or initiated by Employee's Base Salary rather than two (2) times the total amount; (b) the medical and hospitalization benefits and all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and (c) to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy.

By Employee. (i) Employee may, in Employee's his sole discretion, without cause, terminate the Term at any time upon 60 days' by providing Employer with 90 days written notice to Employernotice. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee him of all his duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall will be entitled to the provision of all compensation and other benefits that will have accrued as of the Termination Date, including all vested Options, paid leave benefits, and reimbursement of incurred business expenses, but will not be entitled to any further Base Salary or the accrual or provision of any other compensation or benefits after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy. (ii) If, during the Term, a Change of Control (as defined below) occursoccurs and, Employee’s employment with the Company is terminated without Cause, or without his consent, Employee is assigned duties that are a material diminution in his authority, duties or responsibilities and which assignment is not cured by Employer with 30 days following notice by Employee (“Good Reason”), or events which constitutes a material breach of the Agreement leading to Employee’s resignation for Good Reason are effected in anticipation of a Change of Control, including but not limited to an attempt to avoid the Company or its successor’s obligations under this Agreement, Employee may, in Employee's his sole discretion, terminate the Term upon 30 five (5) days' ’ notice of to Employer. Employment Agreement, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ If Employee exercises such termination right, Employer may, at its optionOption, at any time after receiving such notice from Employee, relieve Employee him of all his duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee will receive, beginning on the Termination Date, an amount equal to the twelve months of total target compensation (12 months of TTC) provided that the amount payable during the first six months shall not exceed two times the maximum amount that may be entitled: (ataken into account under a qualified retirement plan under Internal Revenue Code Section 401(a)(17) to receive on or prior to for the year in which the Termination Date occurs. Any portion of these amounts scheduled but not payable during the first six months because of the limitation in the prior sentence shall be paid in a lump sum severance compensation with the first payment equal to two (2) times due after the total amount of Employee's Base Salary payable hereunder, based on the amount in effect as end of the Termination Datesix months. If These amounts will be payable in the same times as provided in Section 7(a)(ii), and Employee has less than five years will be entitled to the provision of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the Employee's Base Salary rather than two (2) times the total amount; (b) the medical and hospitalization benefits and all compensation and other benefits that shall will have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and (c) to the automatic vesting including all vested Options, paid leave benefits, and exercisability in whole or in part reimbursement of all stock incurred business expenses. Further, any unvested options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" stock award (whether restricted stock or other awards) in Company policystock previously issued to Employee will have their vesting accelerated in full so as to become one hundred percent (100%) vested and immediately exercisable in full as of the date of such termination. Company’s obligation to provide the foregoing will be subject to a reasonable release and waiver under the same or similar terms that have been or will be required of other executive officers.

By Employee. (i) Employee may, in Employee's his sole discretion, without causeCause, terminate the Term at any time upon 60 days' written notice to Employerthe Chairman. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties and terminate the Term at any time prior to the expiration of said notice period, and such termination shall not constitute a termination without Cause pursuant to this Agreement, including Section 7(a)(ii). If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall not be entitled to any further Base Salary or the accrual or provision of any compensation or benefits after the Termination Date, except standard medical and hospitalization benefits to the extent permitted by "COBRA" or other Company in accordance with Employer's policy. (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee may, in Employee's sole discretion, may terminate the Term for Good Reason (as defined below) upon 30 days' written notice of to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period, and such termination shall not constitute a termination without Cause pursuant to this Agreement, including Section 7(a)(ii). If However, if this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii)) within 365 days after a Change of Control has occurred, Employee shall be entitled: entitled to (a) to receive payment on or prior to the Termination Date of a lump sum severance compensation payment equal to two (2) times the total amount of Employee's Annual Base Salary payable hereunder, based on the amount in effect as of the Termination Date. If Date (e.g., if the Base Salary was $185,000, Employee has less than five years of service with the Employer as of the date of Employee's notice would be entitled to Employer, the a lump sum severance compensation payment shall be equal to one (1) times the total amount of the Employee's Base Salary rather than two (2) times the total amount; $185,000); (b) continue the medical and hospitalization benefits in accordance with Employer's policy and to payment of all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(17(a)(ii)(l); and and (c) to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer VSE to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy.

By Employee. (i) Employee may, in Employee's his sole discretion, without cause, terminate the Term at any time upon by providing Employer with 60 days' written notice to Employernotice. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee him of all his duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i6(c)(i), Employee shall be entitled to the provision of all compensation and other benefits that shall have accrued as of the termination date, including all vested Options, paid leave benefits, and reimbursement of incurred business expenses, but shall not be entitled to any further Base Salary or the accrual or provision of any other compensation or benefits after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policytermination date. (ii) If, during the Term, a Change of Control (as defined below) occursoccurs and, without his consent, Employee is assigned duties materially inconsistent with his position and status with Employer hereunder, Employee may, in Employee's his sole discretion, terminate the Term upon 30 5 days' notice of to Employer. If Employee exercises such termination right, Employer may, at its optionOption, at any time after receiving such notice from Employee, relieve Employee him of all his duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii6(c)(ii), Employee shall be entitled: (a) to receive receive, on or prior to before the Termination Date Date, a lump sum severance compensation payment equal to two (2) times the total amount of Employee's Base Salary payable hereunder, based on the amount in effect as of the Termination Date. If Employee has less than five years of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times year's salary plus Employee shall be entitled to the total amount provision of the Employee's Base Salary rather than two (2) times the total amount; (b) the medical and hospitalization benefits and all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and (c) to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereundertermination date, including the Performance Bonusall vested Options, but shall be permitted to continue medical paid leave benefits, and hospitalization benefits to the extent permitted by "COBRA" or other Company policyreimbursement of incurred business expenses.

By Employee. (i) Employee may, in Employee's his sole discretion, without cause, terminate the Term at any time upon 60 days' written notice to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall not be entitled to any further Base Salary or the accrual or provision of any compensation or benefits after the Termination Date, except standard medical and hospitalization benefits to the extent permitted by "COBRA" or other Company in accordance with Employer's policy. (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee may, in Employee's his sole discretion, terminate the Term upon 30 days' notice of to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: entitled to (a) to receive payment on or prior to the Termination Date of a lump sum severance compensation payment equal to two three (23) times the total amount of Employee's Base Salary payable hereunder, based on the amount in effect as of the Termination Date. If Employee has less than five years of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the Employee's Base Salary rather than two (2) times the total amount; ; (b) continue the medical and hospitalization benefits in accordance with Employer's policy and to payment of all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(17(a)(ii)(l); and and (c) to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy.

By Employee. (i) Employee may, in Employee's sole discretion, without cause, terminate the Term at any time upon 60 days' days written notice to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall not be entitled to any further Base Salary or the accrual or provision of any compensation or benefits after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" COBRA or other Company policy. (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee may, in Employee's sole discretion, terminate the Term upon 30 days' days notice of Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: (a) to receive on or prior to the Termination Date a lump sum severance compensation payment equal to two (2) times the total amount of Employee's Base Salary payable hereunder, based on the amount in effect as of the Termination Date. If Employee has less than five years of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the Employee's Base Salary rather than two (2) times the total amount; (b) the medical and hospitalization benefits and all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and (c) to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" COBRA or other Company policy.

By Employee. (i) Employee may, in Employee's his sole discretion, without cause, terminate the Term at any time upon 60 90 days' written notice to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee him of all his duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i7(c)( i ), Employee shall not be entitled to any further Base Salary or the accrual or provision of any compensation or benefits after the Termination Date, except including, without limitation, any of the medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policydescribed in Section 7(a)(ii)(1). (ii) If, during the Term, a "Change of Control Control" (as defined below) occursoccurs and, without his consent, Employee is assigned duties materially inconsistent with his position and status with Employer as of the date hereof, Employee may, in Employee's his sole discretion, terminate the Term upon 30 days' notice of Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee him of all his duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: entitled (a) to receive continue on or prior to the Termination Date a lump sum severance compensation payment equal to two three (23) times the total amount of Employee's Base Salary payable hereunder, based on the amount in effect as of the Termination Date. If Employee has less than five years of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the Employee's Base Salary rather than two (2) times the total amount; ; (b) the medical and hospitalization benefits and all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and and (c) to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation or benefits payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy.

By Employee. Employee’s employment and this Agreement may be terminated by Employee for any reason or with Good Reason (as defined herein) by delivering a written notice of termination to Employer thirty (30) days prior to the desired date of termination (with the thirty (30) day period to be referred to as the “Notice Period”). During the Notice Period, and at the sole discretion of Employer, Employee may be required to assist Employer with identifying a successor and in transitioning Employee’s duties and responsibilities to that successor. Moreover, during the Notice Period, and at the sole discretion of Employer, Employee may be relieved of all duties and/or prohibited from physically working at the offices of Employer. A termination by Employee shall not constitute termination for Good Reason unless Employee shall first have delivered to Employer written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than sixty (60) days after the initial occurrence of such event) (the “Good Reason Notice”), and Employer has not taken action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Employee within thirty (30) days following its receipt of such Good Reason Notice. Good Reason shall not include Employee’s death or Disability. Employee’s date of termination for Good Reason must occur within a period of one hundred twenty (120) days after the occurrence of an event of Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following, without Employee’s consent: (i) Employee may, a material diminution in Employee's sole discretion, without cause, terminate the Term at any time upon 60 days' written notice to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall not be entitled to any further ’s Base Salary or the accrual or provision of any compensation or benefits after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" or (other Company policy. than an across-the-board reduction in base salary that affects all peer executives); (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee may, material diminution in Employee's sole discretion’s authority, terminate duties, or responsibilities; or (iii) the Term upon 30 days' notice of Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: (a) to receive on or prior to the Termination Date a lump sum severance compensation payment equal to two (2) times the total amount relocation of Employee's Base Salary payable hereunder’s principal office to a location that is more than thirty-five (35) miles from Employer’s principal offices in Fitzgerald, based on Georgia or Employee’s principal office if other than ▇▇▇▇▇▇▇▇▇▇, Georgia; provided, however, that Good Reason shall not include any relocation of Employee’s principal office which is proposed or initiated by Employee; or (iv) a change in the amount in effect as Chief Executive Officer of the Termination Date. If Employee has less than five years of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the Employee's Base Salary rather than two (2) times the total amount; (b) the medical and hospitalization benefits and all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and (c) to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policyHolding Company.

By Employee. (i) Employee may, in Employee's his sole discretion, without causeCause, terminate the Term at any time upon 60 days' written notice to Employerthe Chairman. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties and terminate the Term at any time prior to the expiration of said notice period, and such termination shall not constitute a termination without Cause pursuant to this Agreement, including Section 7(a)(ii). If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall not be entitled to any further Base Salary or the accrual or provision of any compensation or benefits after the Termination Date, except standard medical and hospitalization benefits to the extent permitted by "COBRA" or other Company in accordance with Employer's policy. (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee may, in Employee's sole discretion, may terminate the Term for Good Reason (as defined below) upon 30 days' notice of to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period, and such termination shall not constitute a termination without Cause pursuant to this Agreement, including Section 7(a)(ii). If However, if this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: entitled to (a) to receive payment on or prior to the Termination Date of a lump sum severance compensation payment equal to two (2) times the total amount of Employee's Annual Base Salary payable hereunder, based on the amount in effect as of the Termination Date. If Date (e.g., if the Base Salary was $175,000, Employee has less than five years of service with the Employer as of the date of Employee's notice would be entitled to Employer, the a lump sum severance compensation payment shall be equal to one (1) times the total amount of the Employee's Base Salary rather than two (2) times the total amount; $175,000); (b) continue the medical and hospitalization benefits in accordance with Employer's policy and to payment of all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(17(a)(ii)(l); and and (c) to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer VSE to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy.

By Employee. Employee’s employment and this Agreement may be terminated by Employee for any reason or with Good Reason (as defined herein) by delivering a written notice of termination to Employer thirty (30) days prior to the desired date of termination (with the thirty (30) day period to be referred to as the “Notice Period”). During the Notice Period, and at the sole discretion of Employer, Employee may be required to assist Employer with identifying a successor and in transitioning Employee’s duties and responsibilities to that successor. Moreover, during the Notice Period, and at the sole discretion of Employer, Employee may be relieved of all duties and/or prohibited from physically working at the offices of Employer. A termination by Employee shall not constitute termination for Good Reason unless Employee shall first have delivered to Employer written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than sixty (60) days after the initial occurrence of such event) (the “Good Reason Notice”), and Employer has not taken action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Employee within thirty (30) days following its receipt of such Good Reason Notice. Good Reason shall not include Employee’s death or Disability. Employee’s date of termination for Good Reason must occur within a period of one hundred twenty (120) days after the occurrence of an event of Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following, without Employee’s consent: (i) Employee may, a material diminution in Employee's sole discretion, without cause, terminate the Term at any time upon 60 days' written notice to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall not be entitled to any further ’s Base Salary or the accrual or provision of any compensation or benefits after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" or (other Company policy. than an across-the-board reduction in base salary that affects all peer executives); (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee may, material diminution in Employee's sole discretion’s authority, terminate duties, or responsibilities; or (iii) the Term upon 30 days' notice relocation of Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice Employee’s principal office to a location that is more than thirty-five (35) miles from Employee, relieve Employee of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: (a) to receive on or prior to the Termination Date a lump sum severance compensation payment equal to two (2) times the total amount of Employee's Base Salary payable hereunder, based on the amount in effect ’s principal office as of the Termination Effective Date. If Employee has less than five years of service with the Employer as of the date ; provided, however, that Good Reason shall not include any relocation of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the ’s principal office which is proposed or initiated by Employee's Base Salary rather than two (2) times the total amount; (b) the medical and hospitalization benefits and all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and (c) to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy.

By Employee. (i) Employee may, in Employee's his sole discretion, without cause, terminate the Term at any time upon 60 days' written notice to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall not be entitled to any further Base Salary or the accrual or provision of any compensation or benefits after the Termination Date, except standard medical and hospitalization benefits to the extent permitted by "COBRA" or other Company in accordance with Employer's policy. (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee may, in Employee's his sole discretion, terminate the Term upon 30 days' notice of to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: entitled to (a) to receive payment on or prior to the Termination Date of a lump sum severance compensation payment equal to two (2) times the total amount of Employee's Base Salary payable hereunder, based on the amount in effect as of the Termination Date. If Employee has less than five years of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the Employee's Base Salary rather than two (2) times the total amount; ; (b) continue the medical and hospitalization benefits in accordance with Employer's policy and to payment of all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(17(a)(ii)(l); and and (c) to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy.

By Employee. (i) Employee may, in Employee's his sole discretion, without cause, terminate the Term at any time upon 60 days' by providing Employer with 90 days written notice to Employernotice. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee him of all his duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall will be entitled to the provision of all compensation and other benefits that will have accrued as of the Termination Date, including all vested Options, paid leave benefits, and reimbursement of incurred business expenses, but will not be entitled to any further Base Salary or the accrual or provision of any other compensation or benefits after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy. (ii) If, during the Term, a Change of Control (as defined below) occursoccurs and, Employee’s employment with the Company is terminated without Cause, or without his consent, Employee is assigned duties that are a material diminution in his authority, duties or responsibilities and which assignment is not cured by Employer with 30 days following notice by Employee (“Good Reason”), or events which constitutes a material breach of the Agreement leading to Employee’s resignation for Good Reason are effected in anticipation of a Change of Control, including but not limited to an attempt to avoid the Company or its successor’s obligations under this Agreement, Employee may, in Employee's his sole discretion, terminate the Term upon 30 five (5) days' ’ notice of to Employer. Employment Agreement, S▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ If Employee exercises such termination right, Employer may, at its optionOption, at any time after receiving such notice from Employee, relieve Employee him of all his duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee will receive, beginning on the Termination Date, an amount equal to the eighteen months of total target compensation (18 months of TTC) provided that the amount payable during the first six months shall not exceed two times the maximum amount that may be entitled: (ataken into account under a qualified retirement plan under Internal Revenue Code Section 401(a)(17) to receive on or prior to for the year in which the Termination Date occurs. Any portion of these amounts scheduled but not payable during the first six months because of the limitation in the prior sentence shall be paid in a lump sum severance compensation with the first payment equal to two (2) times due after the total amount of Employee's Base Salary payable hereunder, based on the amount in effect as end of the Termination Datesix months. If These amounts will be payable in the same times as provided in Section 7(a)(ii), and Employee has less than five years will be entitled to the provision of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the Employee's Base Salary rather than two (2) times the total amount; (b) the medical and hospitalization benefits and all compensation and other benefits that shall will have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and (c) to the automatic vesting including all vested Options, paid leave benefits, and exercisability in whole or in part reimbursement of all stock incurred business expenses. Further, any unvested options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" stock award (whether restricted stock or other awards) in Company policystock previously issued to Employee will have their vesting accelerated in full so as to become one hundred percent (100%) vested and immediately exercisable in full as of the date of such termination. Company’s obligation to provide the foregoing will be subject to a reasonable release and waiver under the same or similar terms that have been or will be required of other executive officers.

By Employee. (i) Employee may, in Employee's his sole discretion, without causeCause, terminate the Term at any time upon 60 days' written notice to Employerthe Chairman. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties and terminate the Term at any time prior to the expiration of said notice period, and such termination shall not constitute a termination without Cause pursuant to this Agreement, including Section 7(a)(ii). If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall not be entitled to any further Base Salary or the accrual or provision of any compensation or benefits hereunder after the Termination Date, except standard medical and hospitalization benefits to the extent permitted by "COBRA" or other Company in accordance with Employer's policy. (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee may, in Employee's sole discretion, may terminate the Term for Good Reason (as defined below) upon 30 days' notice of to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period, and such termination shall not constitute a termination without Cause pursuant to this Agreement, including Section 7(a)(ii). If this Agreement If, however, the Term is terminated by Employee or Employer pursuant to this Section 7(c)(ii)) within 365 days after the Change of Control occurs, Employee shall be entitled: entitled to (a1) to receive payment on or prior to the Termination Date of a lump sum severance compensation payment equal to two (2A) the lesser of (x) $830,000 or (y) the 280G Limitation, if such Termination Date occurred before the first anniversary of the Effective Date, (B) the lesser of (x) three times the total amount of Employee's Base Salary payable hereunder, based on the amount in effect as of the Termination Date. If Employee has less than five years of service with , or (y) the Employer as 280G Limitation, if such Termination Date occurred on or after the first anniversary of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the Employee's Base Salary rather than two Effective Date; (2) times the total amount; (b) continue the medical and hospitalization benefits in accordance with Employer's policy and to payment of all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(17(a)(ii); and (c3) to the automatic vesting and exercisability in whole or in part of all restricted stock, restricted stock options units or similar rights to acquire capital stock of VSE granted by Employer VSE to Employee; and (4) to the automatic vesting of all unvested rights of Employee under the Company's Deferred Supplemental Compensation Plan; provided that Employee shall not be entitled, after the Termination Date Date, to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy.

By Employee. (i) Employee may, in Employee's his sole discretion, without cause, terminate the Term at any time upon 60 days' written notice to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall not be entitled to any further Base Salary or the accrual or provision of any compensation or benefits after the Termination Date, except standard medical and hospitalization benefits to the extent permitted by "COBRA" or other Company in accordance with Employer's policy. (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee may, in Employee's his sole discretion, terminate the Term upon 30 days' notice of to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: entitled to (a) to receive payment on or prior to the Termination Date of a lump sum severance compensation payment equal to two (2) times the total amount of Employee's Base Salary payable hereunder, based on the amount in effect as of the Termination Date. If Employee has less than five years of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the Employee's Base Salary rather than two (2) times the total amount; ; (b) continue the medical and hospitalization benefits in accordance with Employer's policy and to payment of all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(17(a)(ii) (l); and and (c) to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy.

By Employee. (i) I. Employee may, in Employee's his sole discretion, without cause, terminate the Term at any time upon 60 days' by providing Employer with 90 days written notice to Employernotice. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee him of all his duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall will be entitled to the provision of all compensation and other benefits that will have accrued as of the Termination Date, including all vested Options, paid leave benefits, and reimbursement of incurred business expenses, but will not be entitled to any further Base Salary or the accrual or provision of any other compensation or benefits after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy. (ii) II. If, during the Term, a Change of Control (as defined below) occursoccurs and, without his consent, Employee is assigned duties materially inconsistent with his position and status with Employer hereunder, Employee may, in Employee's his sole discretion, terminate the Term upon 30 five (5) days' ’ notice of to Employer. If Employee exercises such termination right, Employer may, at its optionOption, at any time after receiving such notice from Employee, relieve Employee him of all his duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: (a) to receive will receive, on or prior to before the Termination Date Date, a lump sum severance compensation payment equal to two (2) times the total amount of Employee's Base Salary payable hereunder, based on the amount in effect as of the Termination Date. If Employee has less than five years of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times year’s salary plus Bonuses paid in the total amount prior 12 months, and Employee will be entitled to the provision of the Employee's Base Salary rather than two (2) times the total amount; (b) the medical and hospitalization benefits and all compensation and other benefits that shall will have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and (c) to the automatic vesting including all vested Options, paid leave benefits, and exercisability in whole or in part reimbursement of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policyincurred business expenses.

By Employee. (i) Employee may, in Employee's his sole discretion, without cause, terminate the Term at any time upon 60 days' by providing Employer with 90 days written notice to Employernotice. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee him of all his duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i6(c)(i), Employee shall be entitled to the provision of all compensation and other benefits that shall have accrued as of the Termination Date, including all vested Options, paid leave benefits, and reimbursement of incurred business expenses, but shall not be entitled to any further Base Salary or the accrual or provision of any other compensation or benefits after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy. (ii) If, during the Term, a Change of Control (as defined below) occursoccurs and, without his consent, Employee is assigned duties materially inconsistent with his position and status with Employer hereunder, Employee may, in Employee's his sole discretion, terminate the Term upon 30 5 days' notice of to Employer. If Employee exercises such termination right, Employer may, at its optionOption, at any time after receiving such notice from Employee, relieve Employee him of all his duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii6(c)(ii), Employee shall be entitled: (a) to receive receive, on or prior to before the Termination Date Date, a lump sum severance compensation payment equal to two (2) times the total amount of Employee's Base Salary payable hereunder, based on the amount in effect as of the Termination Date. If Employee has less than five years of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one year's salary plus bonuses (1paid in the prior 12 months) times plus Employee shall be entitled to the total amount provision of the Employee's Base Salary rather than two (2) times the total amount; (b) the medical and hospitalization benefits and all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and (c) to the automatic vesting including all vested Options, paid leave benefits, and exercisability in whole or in part reimbursement of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policyincurred business expenses.