Common use of Compensation After Termination Clause in Contracts

Compensation After Termination. If this Agreement is terminated by your death or by your total and permanent disability, you or your beneficiary shall receive compensation as provide in the Compensation Section of this Agreement on business written prior to termination. Unless otherwise designated in writing on the face page of this Agreement, your beneficiary shall be your spouse, if then living, otherwise, your estate. If this agreement is terminated for any Beneficiary - You may name a beneficiary to receive any commissions payable after your death. The Company reserves the right to require evidence that there are no conflicting claims before making payment to the named beneficiary. Indebtedness - You shall be responsible to the Company for the acts and collections of you or your agents and employees and for the indebtedness of your agents to the Company. The Company shall have and is hereby given a right of recoupment on all commissions, fees, and any other compensation payable under this or any other contract with the Company and its affiliates for the payment of any and all debts or claims due or to become due to it from you. Without in any way limiting the Company's right to such recoupment, the Company shall have and is hereby given a valid first lien on and right of offset against all commissions, fees, and any other compensation payable under this or any other contract with the Company and its affiliates for the payment of any such debts or claims. This right of recoupment and lien shall not be extinguished by the termination of this Agreement. Following demand for repayment or termination of this Agreement, whichever first occurs, all indebtedness shall thereafter bear interest at the maximum lawful rate until paid. You shall be responsible to the Company for all costs and expenses, including legal fees, incurred by the Company as a part of its efforts to collect indebtedness. Termination - You acknowledge that the Company has not expressly or by implication agreed to continue the term of this Agreement for any definite period of time. Either party may terminate this Agreement by giving thirty (30) days written notice prior to the date fixed for termination. Any notice may be mailed or delivered to the last known address of the other party. The Company may terminate this Agreement at any time upon the occurrence of any of the following events:

Compensation After Termination. If this Agreement is terminated by your death or by your total and permanent disability, you or your beneficiary shall receive compensation as provide in the Compensation Section of this Agreement on business written prior to termination. Unless otherwise designated in writing on the face page of this Agreement, your beneficiary shall be your spouse, if then living, otherwise, your estate. If this agreement is terminated for any cause other than your death or disability, or your acting to prejudice materially the interests of the Company or its affiliates, or your violation of any of its provisions, you shall receive Compensation as provided in the Compensation Section of this Agreement less a collection fee of 1% on the premiums paid. If you have materially violated any of the provisions of this Agreement or acted to prejudice materially the interests of the Company or its affiliates, at, before, or after termination of this Agreement, you shall forfeit all commissions and all other compensation due or to accrue under this or any previous Agreement between you and the Company or any of its affiliates or subsidiaries. In the event your total compensation after termination of this Agreement totals less Beneficiary - You may name a beneficiary to receive any commissions payable after your death. The Company reserves the right to require evidence that there are no conflicting claims before making payment to the named beneficiary. Indebtedness - You shall be responsible to the Company for the acts and collections of you or your agents and employees and for the indebtedness of your agents to the Company. The Company shall have and is hereby given a right of recoupment on all commissions, fees, and any other compensation payable under this or any other contract with the Company and its affiliates for the payment of any and all debts or claims due or to become due to it from you. Without in any way limiting the Company's right to such recoupment, the Company shall have and is hereby given a valid first lien on and right of offset against all commissions, fees, and any other compensation payable under this or any other contract with the Company and its affiliates for the payment of any such debts or claims. This right of recoupment and lien shall not be extinguished by the termination of this Agreement. Following demand for repayment or termination of this Agreement, whichever first occurs, all indebtedness shall thereafter bear interest at the maximum lawful rate until paid. You shall be responsible to the Company for all costs and expenses, including legal fees, incurred by the Company as a part of its efforts to collect indebtedness. Termination - You acknowledge that the Company has not expressly or by implication agreed to continue the term of this Agreement for any definite period of time. Either party may terminate this Agreement by giving thirty (30) days written notice prior to the date fixed for termination. Any notice may be mailed or delivered to the last known address of the other party. The Company may terminate this Agreement at any time upon the occurrence of any of the following events:

Compensation After Termination. (a) If this Agreement Executive is terminated by your death or by your total and permanent disability, you or your beneficiary shall receive compensation as provide in the Compensation Section of this Agreement on business written prior to termination. Unless otherwise designated in writing on the face page of this Agreement, your beneficiary shall be your spouse, if then living, otherwise, your estate. If this agreement is terminated for any Beneficiary - You may name a beneficiary to receive any commissions payable after your death. The Company reserves the right to require evidence that there are no conflicting claims before making payment to the named beneficiary. Indebtedness - You shall be responsible to the Company for Cause or resigns, then the acts Company shall have no further obligations hereunder or otherwise with respect to Executive’s employment hereunder from and collections after the date of you said termination (except payment of the Base Salary and other amounts owed to Executive for reimbursable business expenses accrued through the date of said termination), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or your agents and employees and in equity). (b) If Executive is terminated by the Company without Cause or if Executive resigns his employment for Good Reason, Executive shall be entitled to receive as severance pay an amount equal to the indebtedness Base Salary that would otherwise have been payable if Executive continued his employment hereunder, for a six (6) month period, payable in accordance with the Company’s payroll policies, reduced by the amount of your agents compensation earned by Executive at other employment, provided, Executive signs a general release agreement in a form to be provided by the Company. The Company shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and is hereby given a right of recoupment on all commissions, feesafter the termination date, and any other compensation payable under this or any other contract with the Company and its affiliates for the payment of any and all debts or claims due or to become due to it from you. Without in any way limiting the Company's right to such recoupment, the Company shall continue to have and all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity). (c) If Executive is hereby given a valid first lien on and right of offset against all commissionsterminated due to Permanent Disability or death, feesExecutive or Executive’s estate, and as the case may be, shall be entitled to receive as severance pay an amount equal to the Base Salary that would otherwise have been payable if Executive continued his employment hereunder for the period that otherwise would be remaining in the Term (without any other compensation further adjustment as described in Section 2.1), payable under this or any other contract in accordance with the Company and its affiliates for the payment of any such debts Company’s payroll policies, provided, Executive or claims. This right of recoupment and lien shall not his estate signs a general release agreement in a form to be extinguished provided by the termination of this AgreementCompany. Following demand for repayment Notwithstanding the foregoing, in the event Executive is Permanently Disabled or termination of this Agreementdies as a result of, whichever first occursor in the conduct of, all indebtedness shall thereafter bear interest at his employment activities hereunder, then Executive or Executive’s estate, as the maximum lawful rate until paid. You case may be, shall be responsible entitled to receive severance pay in an amount equal to the Company Base Salary that would otherwise have been payable if Executive continued his employment hereunder (without any further adjustment as described in Section 2.1) for all costs and expensesa period of not less than eighteen (18) months, including legal feespayable in accordance with the Company’s payroll policies, incurred provided, Executive or his estate signs a general release agreement in a form to be provided by the Company as a part of its efforts to collect indebtedness. Termination - You acknowledge that the Company has not expressly or by implication agreed to continue the term of this Agreement for any definite period of time. Either party may terminate this Agreement by giving thirty (30) days written notice prior to the date fixed for termination. Any notice may be mailed or delivered to the last known address of the other partyCompany. The Company may terminate this Agreement shall have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at any time upon the occurrence of any of the following events:law or in equity).

Compensation After Termination. If (a) Upon termination of Executive's employment under this Agreement is terminated by your death or by your total and permanent disabilityexcept and only to the extent otherwise expressly provided in Section 4(b), you or your beneficiary 4(c) and 7 below, Executive shall receive compensation as provide in the Compensation Section only be entitled to (i) payment of any theretofore unpaid salary under this Agreement through the Termination Date, (ii) outstanding employee benefits regularly provided which have accrued through the Termination Date, subject to clause (iii) below, (iii) payment for all unreimbursed travel, entertainment and other expenses which have been incurred in accordance with Company policy on business written or prior to termination. Unless otherwise designated in writing on the face page of this AgreementTermination Date, your beneficiary which payment shall be your spousemade promptly after presentation of appropriate receipts and invoices therefor, if then livingprovided that Executive provides all such requests for reimbursement, otherwisereceipts and invoices within 90 days after the Termination Date, your estate. If this agreement is terminated and (iv) payment for any Beneficiary - You may name a beneficiary to receive any commissions payable after your death. The Company reserves of the right to require evidence that there are no conflicting claims before making payment 15 vacation days identified in Section 1 which have not been used by Executive prior to the named beneficiary. Indebtedness - You shall be responsible Termination Date at the rate of $2,596.15 per unused vacation day. (b) At any time on or after the Termination Date but in no event more than 20 days after the Termination Date, Executive may choose to properly complete, execute and deliver to the Company for no less than two originals of a General Release Agreement in the acts form of Exhibit B hereto (the "Release Agreement"). In the event that two originals of such Release Agreement are properly completed, signed and collections of you or your agents and employees and for the indebtedness of your agents delivered to the Company. The Company shall have and is hereby given a right of recoupment on all commissions, fees, and any other compensation payable under this or any other contract with the Company and its affiliates for the payment of any and all debts or claims due or to become due to it from you. Without in any way limiting the Company's right to such recoupmentby Executive, the Company shall have promptly execute and deliver to Executive or Executive's counsel no less than one original of such Release Agreement duly countersigned by the Company. In the event that two originals of such Release Agreement are not properly completed, signed or delivered by Executive, the parties agree to endeavor in good faith to promptly remedy any such improprieties. (c) If and only if (i) such Release Agreement is hereby given a valid first lien on properly completed, signed and delivered by Executive and (ii) the rescission period described in Paragraph 3 of the Release Agreement expires without Executive having exercised the right of offset against all commissionsrescission described therein, feesin consideration of and subject to Executive's compliance with Executive's agreements under the Release Agreement, and any other compensation payable under this or any other contract with the Company and its affiliates for agrees to pay Executive an aggregate of $1,012,500 in 36 semi-monthly installments of $28,125, without interest. The initial installment shall be payable within two weeks of the payment date that the rescission period described in Paragraph 3 of any such debts or claims. This the Release Agreement expires without Executive having exercised the right of recoupment rescission described therein. Any and lien all consideration described in this Section 4(c) shall constitute consideration for Executive's execution of the Release Agreement and such consideration shall be reduced by applicable withholding taxes, payroll deductions and amounts required by law to be withheld. Executive acknowledges that the consideration described in this Section 4(c) constitutes consideration to which Executive was not previously entitled in the absence of the Release Agreement, whether by Company policy, written agreement or otherwise. It is understood that any earnings of Executive after the date of this Agreement or the Release Agreement shall not be extinguished by affect the termination of this Agreement. Following demand for repayment or termination of this Agreement, whichever first occurs, all indebtedness shall thereafter bear interest at the maximum lawful rate until paid. You shall be responsible to the Company for all costs and expenses, including legal fees, incurred amounts payable by the Company as a part of its efforts to collect indebtedness. Termination - You acknowledge that the Company has not expressly or by implication agreed to continue the term of in this Agreement for any definite period of time. Either party may terminate this Agreement by giving thirty (30) days written notice prior to the date fixed for termination. Any notice may be mailed or delivered to the last known address of the other party. The Company may terminate this Agreement at any time upon the occurrence of any of the following events:Section 4(c).

Compensation After Termination. If this Agreement (a) In the event the Company terminates the Executive's employment with the Company for any reason other than "Cause" (as defined below), Executive shall be entitled to a severance payment in an amount equal to one year of his Salary in additional to any portion of his Salary that has been earned, but not yet paid to him, and all unused PTO time, through the date of termination. Such severance payment will be paid in a single lump sum not more than 30 days after the date of termination. In addition, Executive shall retain all stock options which have vested as of the effective date of the termination; provided that such options will expire no earlier than one year after the effective date of the termination. Notwithstanding the foregoing, the exercise period for Executive's vested stock options will be extended for one month for each full month after one year from the Effective Date the Executive is terminated employed by your death or by your total and permanent disability, you or your beneficiary shall receive compensation as provide in the Compensation Section of this Agreement on business written Company prior to terminationtermination as long as the number of GPS tracking units in activated service as of the date of termination equals or exceeds the target number of units set forth in Schedule B hereto for the month during which termination occurs. Unless otherwise designated However, in writing no event shall the exercise period for such vested stock options be extended for more than three years beyond the termination date. For purposes hereof, a unit shall be considered "in activated service" if it is installed on an offender being tracked by a customer of the face page Company. (b) In the event the Company terminates the Executive's employment for Cause, or Executive voluntarily terminates his employment, Executive shall be entitled to only that portion of his Salary that has been earned, but not yet paid to him, and all unused PTO time, through the date of termination and all options, whether or not vested, shall immediately terminate as of the effective date of termination of employment. (c) In this Agreement, "Cause" means any of the following: (i) engaging in (A) willful or gross misconduct or (B) willful or gross neglect, (ii) repeatedly failing to adhere to the directions of the Board or the written policies and practices of the Company, (iii) the commission of a felony or a crime of moral turpitude, or any crime involving the Company, (iv) fraud, misappropriation, embezzlement or material or repeated insubordination, (v) a material breach by the Executive of the terms of this Agreement, your beneficiary shall be your spouse, if then living, otherwise, your estate. If this agreement is terminated for any Beneficiary - You may name a beneficiary including the failure of Executive to receive any commissions payable after your death. The Company reserves the right to require evidence that there are no conflicting claims before making payment devote an average of 50 hours per week to the named beneficiary. Indebtedness - You shall be responsible to business and affairs of the Company or the failure of Executive to spend the minimum amount of time in the Company's headquarters office or traveling on Company business for the acts and collections reasons described in Section 2(a) hereof (the "Time Covenant"), (other than a termination of you employment by the Executive), or your agents and employees and for the indebtedness of your agents (vi) any illegal act detrimental to the Company, all as determined in the sole discretion of the Board. The Company shall have and is hereby given a right of recoupment on all commissions, fees, and any other compensation payable under this or any other contract with If the Company and its affiliates believes that Cause for the payment of any and all debts or claims due or to become due to it from you. Without in any way limiting the Company's right to such recoupmenttermination exists, the Company shall have and is hereby given a valid first lien on and right notify Executive of offset against all commissions, feesthat belief, and any other compensation payable under this that notice shall describe the event or any other contract with circumstance believed to constitute Cause for termination. If that event or circumstance may reasonably be remedied or corrected, Executive shall have 30 days to effect that correction or remedy. If not corrected or remedied within that 30 day period, or if the Company event or circumstance is not of a nature that it may be remedied or corrected, Cause for termination shall immediately be deemed to exist, and its affiliates for Executive's employment shall be deemed terminated. The parties agree that a breach of the payment Time Covenant may be cured by the Executive's future compliance therewith after the initial notice of any breach thereof from the Company, but that continued breach thereof after receipt of such debts or claims. This right of recoupment and lien notice shall not be extinguished by the termination of this Agreement. Following demand for repayment or termination of this Agreement, whichever first occurs, all indebtedness shall thereafter bear interest at the maximum lawful rate until paid. You shall be responsible to the Company for all costs and expenses, including legal fees, incurred by the Company as a part of its efforts to collect indebtedness. Termination - You acknowledge that the Company has not expressly or by implication agreed to continue the term of this Agreement for any definite period of time. Either party may terminate this Agreement by giving thirty (30) days written notice prior to the date fixed for termination. Any notice may be mailed or delivered to the last known address of the other party. The Company may terminate this Agreement at any time upon the occurrence of any of the following events:curable.