Earlier Termination. This Agreement may be terminated earlier as hereinafter provided.
Earlier Termination. (a) If the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction").
(b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (as set forth in subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus Fraction.
(c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct or other criminal conduct.
Earlier Termination. Your employment hereunder shall terminate prior to the Initial Term (or any renewal term, in the event of renewal) on the following terms and conditions:
(a) This Agreement shall terminate automatically on the date of your death. Notwithstanding the foregoing, if you die during the term of this Agreement, the Company shall (i) continue to make payments to your estate of your Base Salary as then in effect pursuant to this Agreement for 180 days after the date of your death, and (ii) pay your estate any reimbursable expenses which otherwise would have been paid to you to the date of your death.
(b) This Agreement shall be terminated if you are unable to perform your duties hereunder for a period of any 180 days in any 365 consecutive day period by reason of physical or mental disability. Notwithstanding the foregoing, if this Agreement is terminated pursuant to this Section 9(b), the Company shall pay any accrued but unpaid Base Salary through the date of termination and any reimbursable expenses due to you hereunder. For purposes of this Agreement "physical or mental disability" shall mean your inability, due to health reasons, to discharge properly your duties of employment, supported by the opinion of a physician satisfactory to both you and the Company. If the parties do not agree on a physician mutually satisfactory to both of you and the Company within ten days of written demand by one or the other, a physician shall be selected by the president of the Pennsylvania Medical Association, and the physician shall, within 30 days thereafter, make a determination as to whether disability exists and certify the same in writing. Services of the physician shall be paid for by the Company. You shall fully cooperate with the examining physician including submitting yourself to such examinations as may be requested by the physician for the purpose of determining whether you are disabled.
(c) This Agreement shall terminate immediately upon the Company's sending you written notice terminating your employment hereunder for Cause. The Company may terminate this Agreement for Cause, but only after written notice specifying the Cause of such action shall have been rendered to you by the President of the Company. "Cause" shall mean any of the following:
Earlier Termination. Your employment shall terminate prior to the expiration of the Term on any of the following terms and conditions:
Earlier Termination. This Agreement may be terminated earlier as provided in Article 4 hereinbelow.
Earlier Termination. XStream shall have the right to terminate this Agreement prior to the expiration of its Term or of any renewals thereof:
Earlier Termination a. Employee's employment hereunder shall automatically be terminated upon the death of the Employee or Employee's voluntarily leaving the employ of the Company and, in addition, may be terminated, at the sole discretion of the Company, as follows:
i. upon thirty (30) days' prior written notice by the Company, in the event of the Employee's disability as set forth in Section 8(b) below; or
ii. upon thirty (30) days' prior written notice by the Company, in the event that the Company terminates the Employee's employment hereunder for cause as set forth in Section 8(c) below, and the failure of the Employee to cure the condition constituting such cause if the same is curable within such thirty (30) day period after such notice has been given by the Company.
b. Employee shall be deemed disabled hereunder, if in the opinion of the Board of Directors of the Company, as confirmed by competent medical advice in writing, he shall become physically or mentally unable to perform his duties for the Company hereunder and such incapacity shall have continued for any period of ninety (90) days in any consecutive twelve (12) months.
c. For purposes hereof, "cause" shall mean, and be limited to, the following: (a) Employee's willful malfeasance or gross negligence in performance of his duties as an employee of the Company; (b) the material breach of any covenant made by Employee hereunder, under the terms of the Merger Agreement or under the terms of the Non Competition Agreement between and among the Employee, the Company and KDTI; or (c) a dishonest act or omission by Employee which either (i) results in his personal enrichment at the expense of the Company, or (ii) results in his conviction of, or plea of nolo contendere to, a felony or other serious crime, not including a motor vehicle offense; (d) a breach of Employee's fiduciary duties to the Company; or (e) a conviction of any federal or state securities' laws.
Earlier Termination. AmeriNet shall have the right to terminate this Agreement prior to the expiration of its Term or of any renewals thereof, subject to the provisions of Section 1.4, for the following reasons:
Earlier Termination. (A) DELTA shall have the right to terminate this Agreement prior to the expiration of its Term, subject to the provisions of Section 1.3, for the following reasons:
(1) By vote of DELTA shareholders: In accordance with Title XXXVI Chapter 607.0808 Removal of directors by shareholders of Florida's Corporate Law (and except as provided therein) and pursuant to Article II, Section 3(a) of the By-Laws of DELTA that at a meeting of stockholders called expressly for this purpose, a director may be removed, with or without cause, by the vote of the holders of 51% of the shares then entitled to vote at an election of directors.
Earlier Termination. During the term hereof, in no event shall Party B terminate this Agreement earlier, unless Party A commits gross negligence, fraud or other illegal action, or goes bankrupt. Notwithstanding the above stipulation, Party A shall have the right to terminate this Agreement at any time by issuing a thirty (30) days’ prior written notice to Party B. During the term hereof, if Party B breaches this Agreement, Party A may terminate this Agreement through a written notice to Party B if Party B fails to correct its breach within fourteen (14) days upon receipt of the written notice from Party A specifying the breach.
