Common use of Early Termination of Agreement Clause in Contracts

Early Termination of Agreement. This Agreement shall terminate prior to the commencement of the Consulting Period if, prior to the Consultant's Retirement Date, he shall voluntarily leave the employ of the Company or shall be discharged from his employment for any reason that would fall within the definition of "Cause" under the Employment Agreement between the Consultant and the Company dated October, 1988 (as amended) (the "Employment Agreement"). In such event, the parties obligations under this Agreement shall not go into effect; provided that the Consultant’s obligations under Section 6 hereof shall still apply and shall remain in effect for what would have been the full Consulting Period and for 12 months thereafter. This Agreement may also be terminated under the following circumstances: The Company may terminate this Agreement during the Consulting Period if the Consultant materially breaches his obligations hereunder, in which case the Company’s obligations under Section 4 hereof shall cease as of the effective date of termination, and the Consultant’s obligations under Section 6 hereof shall remain in effect for what would have been the duration of the Consulting Period and for 12 months thereafter. If, before or after his Retirement Date, the Consultant should by reason of physical disability be unable to perform his duties hereunder, the Company shall be obligated to commence, or complete, as may be applicable, the payments specified in Section 4 hereof; provided that the Consultant shall be obligated to resume such duties if he recovers from such disability prior to the end of the Consulting Period. If, before or after his Retirement Date, the Consultant should die, the Company shall thereafter be obligated to commence, or complete, as may be applicable, payments to the beneficiary of the Consultant, hereinafter named, in sums equal to one-half of the amounts which the Consultant would have received, if living, as specified in Section 4 hereof. If the Company affirmatively discontinues this consulting arrangement for any reason other than those covered in the remainder of this Section 7, then the Consultant shall be entitled to be paid the remainder of the payments specified in Section 4 hereof, in one lump sum, without discount.

Early Termination of Agreement. This Agreement shall terminate may be terminated prior to the commencement last day of the Consulting Facility Period ifas follows: (i) by Borrower, effective three Business Days after written notice of termination is given to Bank; or (ii) by Bank at any time after the occurrence of an Event of Default, without notice, effective immediately. If this Agreement is terminated prior to the Consultant's Retirement 2006 Closing Date: (A) by Bank in accordance with clause (ii) in the foregoing sentence or (B) by Borrower for any reason, he Borrower shall voluntarily leave pay to Bank a termination fee in an amount equal to: (a) Seventy Five Thousand Dollars ($75,000.00), if such termination occurs on or before January 1, 2005, or (b) Fifty Thousand Dollars ($50,000.00), if such termination occurs after January 1, 2005 and prior to the employ of 2006 Closing Date (the Company or “Early Termination Fee”). The Early Termination Fee shall be discharged from his employment for any reason that would fall within the definition of "Cause" under the Employment Agreement between the Consultant due and the Company dated October, 1988 (as amended) (the "Employment Agreement"). In such event, the parties obligations under this Agreement shall not go into effect; provided that the Consultant’s obligations under Section 6 hereof shall still apply and shall remain in effect for what would have been the full Consulting Period and for 12 months thereafter. This Agreement may also be terminated under the following circumstances: The Company may terminate this Agreement during the Consulting Period if the Consultant materially breaches his obligations hereunder, in which case the Company’s obligations under Section 4 hereof shall cease as of payable on the effective date of termination, such termination and thereafter shall bear interest at a rate equal to the Consultant’s obligations under Section 6 hereof shall remain in effect for what would have been the duration highest rate applicable to any of the Consulting Period Obligations. Notwithstanding the foregoing, Bank agrees to waive the Early Termination Fee if Bank agrees to refinance and for 12 months thereafter. If, before or after his Retirement Date, redocument this Agreement under another division of the Consultant should by reason of physical disability be unable to perform his duties hereunder, the Company shall be obligated to commence, or complete, as may be applicable, the payments specified Bank (in Section 4 hereof; provided that the Consultant shall be obligated to resume such duties if he recovers from such disability its sole and exclusive discretion) prior to the end last day of the Consulting Facility Period.” 4. IfThe AR Financing Agreement shall be amended by deleting the following text appearing in subsection (D) of Section 6.3 thereof, before or entitled “Affirmative Covenants”: (i) as soon as available, but no later than forty five (45) days after his Retirement Datethe last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the Consultant should die, the Company shall thereafter be obligated to commence, or complete, as may be applicable, payments to the beneficiary of the Consultant, hereinafter namedperiod, in sums equal a form acceptable to one-half Bank (current form delivered to Bank is deemed acceptable) and certified Borrower;” and inserting in lieu thereof the following: (i) as soon as available, but no later than forty five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the amounts which the Consultant would have receivedperiod, if living, as specified in Section 4 hereofa form acceptable to Bank (current form delivered to Bank is deemed acceptable) and certified Borrower;” 5. If the Company affirmatively discontinues this consulting arrangement for any reason other than those covered in the remainder of this Section 7, then the Consultant The AR Financing Agreement shall be amended by deleting the following subsection (G) of Section 6.3 thereof, entitled to be paid the remainder of the payments specified in Section 4 hereof, in one lump sum, without discount.“Affirmative Covenants”:

Early Termination of Agreement. This The Agreement shall may be terminated at any time by Lessee with or without cause. Lessor may terminate prior to the commencement Agreement if the following milestone is not accomplished as and when specified: an application for the general plan amendment (“GPA”) and rezoning of the Consulting Period if, prior Premises to permit the Consultant's Retirement Date, he shall voluntarily leave type of use contemplated by Xxxxxx on the employ Premises is not submitted within six (6) months of the Company expiration of the Due Diligence Period. If the Agreement terminates or shall be discharged from his employment expires after the expiration of the Due Diligence Period for any reason that would fall within without Lessee having exercised the definition of "Cause" under the Employment Agreement between the Consultant and the Company dated OctoberOption, 1988 except as otherwise expressly set forth in this Agreement, any Option Fee (as amendeddefined in Section 5 below) (the "Employment Agreement"). In such eventthat, the parties obligations under this Agreement shall not go into effect; provided that the Consultant’s obligations under Section 6 hereof shall still apply and shall remain in effect for what would have been the full Consulting Period and for 12 months thereafter. This Agreement may also be terminated under the following circumstances: The Company may terminate this Agreement during the Consulting Period if the Consultant materially breaches his obligations hereunder, in which case the Company’s obligations under Section 4 hereof shall cease as of the effective date of such termination, has been paid by Lessee shall be deemed non-refundable to Lessee, and neither party will have any further obligation to the Consultant’s obligations other under Section 6 hereof shall remain in effect for what would have been the duration terms of this Agreement or the Lease. Additionally, if this Agreement terminates or expires after the expiration of the Consulting Due Diligence Period and for 12 months thereafter. If, before or after his Retirement Date, the Consultant should by reason of physical disability be unable to perform his duties hereunder, the Company shall be obligated to commence, or complete, as may be applicable, the payments specified in Section 4 hereof; provided that the Consultant shall be obligated to resume such duties if he recovers from such disability prior to the end of the Consulting Period. If, before or after his Retirement Date, the Consultant should die, the Company shall thereafter be obligated to commence, or complete, as may be applicable, payments to the beneficiary of the Consultant, hereinafter named, in sums equal to one-half of the amounts which the Consultant would have received, if living, as specified in Section 4 hereof. If the Company affirmatively discontinues this consulting arrangement for any reason (other than those covered in the remainder of this Section 7Lessor’s default), then upon written request from Lessor, at no cost to Lessor, Lessee shall deliver to Lessor copies of all third party reports, investigations and studies relating strictly to the Consultant physical condition of the Premises (collectively, the “Reports” and, individually, a “Report”) prepared for Lessee in connection with its due diligence review of the physical condition of the Premises, including ALTA property surveys, environmental reports, and geotechnical reports, but expressly excluding any so-called pro formas, appraisals, economic assessments or analyses, internal evaluations or analyses, or other feasibility and/or economic analyses of the Premises and/or Xxxxxx’s proposed project to be developed thereon. The Reports shall be entitled delivered to be paid Lessor without representation or warranty as to the remainder completeness, accuracy, or utility of the payments specified in Section 4 hereofReports or any other matter relating thereto whatsoever, in one lump sum, without discountor any liability on the part of Lessee and/or the preparers thereof) and Lessor and any successor or assign of Lessor may utilize and/or relay on the same at Lessor’s (or such successor’s or assign’s) sole risk.

Early Termination of Agreement. This The Agreement shall may be terminated at any time by Lessee with or without cause. Lessor may terminate prior to the commencement Agreement if the following milestone is not accomplished as and when specified: an application for the general plan amendment (“GPA”) and rezoning of the Consulting Period if, prior Premises to permit the Consultant's Retirement Date, he shall voluntarily leave type of use contemplated by Lessee on the employ Premises is not submitted within six (6) months of the Company expiration of the Due Diligence Period. If the Agreement terminates or shall be discharged from his employment expires after the expiration of the Due Diligence Period for any reason that would fall within without Lessee having exercised the definition of "Cause" under the Employment Agreement between the Consultant and the Company dated OctoberOption, 1988 except as otherwise expressly set forth in this Agreement, any Option Fee (as amendeddefined in Section 5 below) (the "Employment Agreement"). In such eventthat, the parties obligations under this Agreement shall not go into effect; provided that the Consultant’s obligations under Section 6 hereof shall still apply and shall remain in effect for what would have been the full Consulting Period and for 12 months thereafter. This Agreement may also be terminated under the following circumstances: The Company may terminate this Agreement during the Consulting Period if the Consultant materially breaches his obligations hereunder, in which case the Company’s obligations under Section 4 hereof shall cease as of the effective date of such termination, has been paid by Lessee shall be deemed non-refundable to Lessee, and neither party will have any further obligation to the Consultant’s obligations other under Section 6 hereof shall remain in effect for what would have been the duration terms of this Agreement or the Lease. Additionally, if this Agreement terminates or expires after the expiration of the Consulting Due Diligence Period and for 12 months thereafter. If, before or after his Retirement Date, the Consultant should by reason of physical disability be unable to perform his duties hereunder, the Company shall be obligated to commence, or complete, as may be applicable, the payments specified in Section 4 hereof; provided that the Consultant shall be obligated to resume such duties if he recovers from such disability prior to the end of the Consulting Period. If, before or after his Retirement Date, the Consultant should die, the Company shall thereafter be obligated to commence, or complete, as may be applicable, payments to the beneficiary of the Consultant, hereinafter named, in sums equal to one-half of the amounts which the Consultant would have received, if living, as specified in Section 4 hereof. If the Company affirmatively discontinues this consulting arrangement for any reason (other than those covered in the remainder of this Section 7Lessor’s default), then upon written request from Lessor, at no cost to Lessor, Lessee shall deliver to Lessor copies of all third party reports, investigations and studies relating strictly to the Consultant physical condition of the Premises (collectively, the “Reports” and, individually, a “Report”) prepared for Lessee in connection with its due diligence review of the physical condition of the Premises, including ALTA property surveys, environmental reports, and geotechnical reports, but expressly excluding any so-called pro formas, appraisals, economic assessments or analyses, internal evaluations or analyses, or other feasibility and/or economic analyses of the Premises and/or Lessee’s proposed project to be developed thereon. The Reports shall be entitled delivered to be paid Lessor without representation or warranty as to the remainder completeness, accuracy, or utility of the payments specified in Section 4 hereofReports or any other matter relating thereto whatsoever, in one lump sum, without discountor any liability on the part of Lessee and/or the preparers thereof) and Lessor and any successor or assign of Lessor may utilize and/or relay on the same at Lessor’s (or such successor’s or assign’s) sole risk.