Common use of Employment Termination Clause in Contracts

Employment Termination. The employment of the Executive pursuant to this Agreement shall terminate upon the occurrence of any of the following: (i) At the election of the Company, for Cause, immediately upon written notice by the Company to the Executive. For purposes of this Agreement, "Cause" shall be deemed to exist upon a reasonable good faith finding by the Board that the Executive has: (1) committed an act constituting fraud, embezzlement or other felony, determined in the reasonable opinion of the Board acting in its sole discretion, or (2) materially breached his obligations under this Agreement or the Inventions and Nondisclosure Agreement, and failed to cure same within 30 days after written notice thereof is given to him by the Company, or (3) materially breached the Company's material policies, including but not limited to the Company's policies regarding xxxxxxx xxxxxxx and sexual harassment, or (4) engaged in willful misconduct and failed to cure same within 30 days after written notice thereof is given to him by the Company. (ii) At the election of the Company, without Cause, upon at least 90 days written notice by the Company to the Executive. (iii) The death of the Executive, or (in the discretion of the Company) the Disability of the Executive. For purposes of this Agreement, "Disability" shall be considered to exist: (1) if the Executive fails to perform his normal duties for at least 60 days (not counting days taken for vacation), whether or not consecutive, during any 180-day period, or (2) if the Executive's insurance company has confirmed that any disability insurance benefits are going to be paid by reason of Executive's incapacitation, or (3) if the Board, acting in its sole discretion but after reasonable consultation with Executive, concludes that the Executive suffers from a degree of physical or mental incapacitation as a result of illness or accident which makes it reasonably unlikely that the Executive will be able to perform his normal duties for a period of 60 days. In reaching this conclusion, the Board may consult third parties, including, but not limited to, other employees, physicians, psychiatrists, and counselors. (iv) At the election of the Executive, for any reason, upon at least 90 days prior written notice to the Company. (v) At the election of the Executive for Good Reason, provided that the Executive shall have given written notice to the Company within 30 days after he becomes aware of the occurrence of any event of Good Reason specifying such event, and such event shall be continued for a period of 30 days following such notice. For purposes of this Agreement, "Good Reason" means any of the following events:

Employment Termination. The employment of the Executive pursuant to this Agreement shall terminate upon the occurrence of any of the following: (i) At the election of the Company, for Cause, immediately upon written notice by the Company to the Executive. For purposes of this Agreement, "“Cause" ” shall be deemed to exist upon a reasonable good faith finding by the Board that the Executive has: (1) committed an act constituting fraud, embezzlement or other felony, determined in the reasonable opinion of the Board acting in its sole discretion, or (2) materially breached his or her obligations under this Agreement or the Inventions and Nondisclosure Agreement, and failed to cure same within 30 days after written notice thereof is given to him by the Company, or (3) materially breached the Company's ’s material policies, including but not limited to the Company's ’s policies regarding xxxxxxx xxxxxxx and sexual harassment, or (4) engaged in willful misconduct and failed to cure same within 30 days after written notice thereof is given to him by the Company. (ii) At the election of the Company, without Cause, upon at least 90 days written notice by the Company to the Executive. (iii) The death of the Executive, or (in the discretion of the Company) the Disability of the Executive. For purposes of this Agreement, "“Disability" ” shall be considered to exist: (1) if the Executive fails to perform his or her normal duties for at least 60 days (not counting days taken for vacation), whether or not consecutive, during any 180-day period, or (2) if the Executive's ’s insurance company has confirmed that any disability insurance benefits are going to be paid by reason of Executive's ’s incapacitation, or (3) if the Board, acting in its sole discretion but after reasonable consultation with Executive, concludes that the Executive suffers from a degree of physical or mental incapacitation as a result of illness or accident which makes it reasonably unlikely that the Executive will be able to perform his or her normal duties for a period of 60 days. In reaching this conclusion, the Board may consult third parties, including, but not limited to, other employees, physicians, psychiatrists, and counselors. (iv) At the election of the Executive, for any reason, upon at least 90 days prior written notice to the Company. (v) At the election of the Executive for Good Reason, provided that the Executive shall have given written notice to the Company within 30 days after he or she becomes aware of the occurrence of any event of Good Reason specifying such event, and such event shall be continued for a period of 30 days following such notice. For purposes of this Agreement, "“Good Reason" ” means any of the following events:

Employment Termination. The employment of the Executive pursuant to this Agreement shall terminate upon the occurrence of any of the following: (i) At the election of the Company, for Cause, immediately upon written notice by the Company to the Executive. For purposes of this Agreement, "“Cause" ” shall be deemed to exist upon a reasonable good faith finding by the Board that the Executive has: (1) committed an act constituting fraud, embezzlement or other felony, determined in the reasonable opinion of the Board acting in its sole discretion, or (2) materially breached his obligations under this Agreement or the Inventions and Nondisclosure Agreement, and failed to cure same within 30 days after written notice thereof is given to him by the Company, or (3) materially breached the Company's ’s material policies, including but not limited to the Company's ’s policies regarding xxxxxxx xxxxxxx and sexual harassment, or (4) engaged in willful misconduct and failed to cure same within 30 days after written notice thereof is given to him by the Company. (ii) At the election of the Company, without Cause, upon at least 90 days written notice by the Company to the Executive. (iii) The death of the Executive, or (in the discretion of the Company) the Disability of the Executive. For purposes of this Agreement, "“Disability" ” shall be considered to exist: (1) if the Executive fails to perform his normal duties for at least 60 days (not counting days taken for vacation), whether or not consecutive, during any 180-day period, or (2) if the Executive's ’s insurance company has confirmed that any disability insurance benefits are going to be paid by reason of Executive's ’s incapacitation, or (3) if the Board, acting in its sole discretion but after reasonable consultation with Executive, concludes that the Executive suffers from a degree of physical or mental incapacitation as a result of illness or accident which makes it reasonably unlikely that the Executive will be able to perform his normal duties for a period of 60 days. In reaching this conclusion, the Board may consult third parties, including, but not limited to, other employees, physicians, psychiatrists, and counselors. (iv) At the election of the Executive, for any reason, upon at least 90 days prior written notice to the Company. (v) At the election of the Executive for Good Reason, provided that the Executive shall have given written notice to the Company within 30 days after he becomes aware of the occurrence of any event of Good Reason specifying such event, and such event shall be continued for a period of 30 days following such notice. For purposes of this Agreement, "“Good Reason" ” means any of the following events:

Employment Termination. The employment of the Executive pursuant to this Agreement shall terminate upon the occurrence of any of the following: (i) At the election of the Company, for Cause, immediately upon written notice by the Company to the Executive. For purposes of this Agreement, "Cause" shall be deemed to exist upon a reasonable good faith finding by the Board that the Executive has: (1) committed an act constituting fraud, embezzlement or other felony, determined in the reasonable opinion of the Board acting in its sole discretion, or (2) materially breached his obligations under this Agreement or the Inventions and Nondisclosure Agreement, and failed to cure same within 30 days after written notice thereof is given to him by the Company, or (3) materially breached the Company's material policies, including but not limited to the Company's policies regarding xxxxxxx ixxxxxx xxxxxxx and sexual harassment, or (4) engaged in willful misconduct and failed to cure same within 30 days after written notice thereof is given to him by the Company. (ii) At the election of the Company, without Cause, upon at least 90 days written notice by the Company to the Executive. (iii) The death of the Executive, or (in the discretion of the Company) the Disability of the Executive. For purposes of this Agreement, "Disability" shall be considered to exist: (1) if the Executive fails to perform his normal duties for at least 60 days (not counting days taken for vacation), whether or not consecutive, during any 180-day period, or (2) if the Executive's insurance company has confirmed that any disability insurance benefits are going to be paid by reason of Executive's incapacitation, or (3) if the Board, acting in its sole discretion but after reasonable consultation with Executive, concludes that the Executive suffers from a degree of physical or mental incapacitation as a result of illness or accident which makes it reasonably unlikely that the Executive will be able to perform his normal duties for a period of 60 days. In reaching this conclusion, the Board may consult third parties, including, but not limited to, other employees, physicians, psychiatrists, and counselors. (iv) At the election of the Executive, for any reason, upon at least 90 days prior written notice to the Company. (v) At the election of the Executive for Good Reason, provided that the Executive shall have given written notice to the Company within 30 days after he becomes aware of the occurrence of any event of Good Reason specifying such event, and such event shall be continued for a period of 30 days following such notice. For purposes of this Agreement, "Good Reason" means any of the following events:

Employment Termination. The employment of the Executive pursuant to this Agreement shall terminate upon the occurrence of any of the following: (i) At the election of the Company, for Cause, immediately upon written notice by the Company to the Executive. For purposes of this Agreement, "Cause" shall be deemed to exist upon a reasonable good faith finding by the Board that the Executive has: (1) committed an act constituting fraud, embezzlement or other felony, determined in the reasonable opinion of the Board acting in its sole discretion, or (2) materially breached his obligations under this Agreement or the Inventions and Nondisclosure Agreement, and failed to cure same within 30 days after written notice thereof is given to him by the Company, or (3) materially breached the Company's material policies, including but not limited to the Company's policies regarding xxxxxxx xxxxxxx and sexual harassment, or (4) engaged in willful misconduct and failed misconduct, so long as the Board of Directors provided Executive with a reasonable opportunity for Executive to cure same within 30 days after written notice thereof is given personally present his point of view to him by the CompanyBoard. (ii) At the election of the Company, without Cause, upon at least 90 days written notice by the Company to the Executive. (iii) The death of the Executive, or (in the discretion of the Company) the Disability of the Executive. For purposes of this Agreement, "Disability" shall be considered to exist: (1) if the Executive fails to perform his normal duties for at least 60 days (not counting days taken for vacation)120 days, whether or not consecutive, during any 180360-day period, or (2) if the Executive's insurance company has confirmed that any disability insurance benefits are going to be paid by reason of Executive's incapacitation, or (3) if the Board, acting in its sole discretion but after reasonable consultation with Executive, concludes that the Executive suffers from a degree of physical or mental incapacitation as a result of illness or accident which makes it reasonably unlikely that the Executive will be able to perform his normal duties for a period of 60 120 days. In reaching this conclusion, the Board may consult third parties, ,including, but not limited to, other employees, physicians, psychiatrists, and counselors. (iv) At the election of the Executive, for any reason, upon at least 90 days prior written notice to the Company. (v) At the election of the Executive for Good Reason, provided that the Executive shall have given written notice to the Company within 30 days after he becomes aware of the occurrence of any event of Good Reason specifying such event, and such event shall be continued for a period of 30 days following such notice. For purposes of this Agreement, "Good Reason" means any of the following events:

Employment Termination. The employment of the Executive pursuant to this Agreement shall terminate upon the occurrence of any of the following: (i) At the election of the Company, for Cause, immediately upon written notice by the Company to the Executive. For purposes of this Agreement, "“Cause" ” shall be deemed to exist upon a reasonable good faith finding by the Board that the Executive has: (1) committed an act constituting fraud, embezzlement or other felony, determined in the reasonable opinion of the Board acting in its sole discretion, or (2) materially breached his her obligations under this Agreement or the Inventions and Nondisclosure Agreement, and failed to cure same within 30 days after written notice thereof is given to him her by the Company, or (3) materially breached the Company's ’s material policies, including but not limited to the Company's ’s policies regarding xxxxxxx xxxxxxx and sexual harassment, or (4) engaged in willful misconduct and failed to cure same within 30 days after written notice thereof is given to him her by the Company. (ii) At the election of the Company, without Cause, upon at least 90 days written notice by the Company to the Executive. (iii) The death of the Executive, or (in the discretion of the Company) the Disability of the Executive. For purposes of this Agreement, "“Disability" ” shall be considered to exist: (1) if the Executive fails to perform his her normal duties for at least 60 days (not counting days taken for vacation), whether or not consecutive, during any 180-day period, or (2) if the Executive's ’s insurance company has confirmed that any disability insurance benefits are going to be paid by reason of Executive's ’s incapacitation, or (3) if the Board, acting in its sole discretion but after reasonable consultation with Executive, concludes that the Executive suffers from a degree of physical or mental incapacitation as a result of illness or accident which makes it reasonably unlikely that the Executive will be able to perform his her normal duties for a period of 60 days. In reaching this conclusion, the Board may consult third parties, including, but not limited to, other employees, physicians, psychiatrists, and counselors. (iv) At the election of the Executive, for any reason, upon at least 90 days prior written notice to the Company. (v) At the election of the Executive for Good Reason, provided that the Executive shall have given written notice to the Company within 30 days after he she becomes aware of the occurrence of any event of Good Reason specifying such event, and such event shall be continued for a period of 30 days following such notice. For purposes of this Agreement, "“Good Reason" ” means any of the following events:

Employment Termination. The employment of the Executive pursuant to this Agreement shall terminate upon the occurrence of any of the following: (i) At the election of the Company, for Cause, immediately upon written notice by the Company to the Executive. For purposes of this Agreement, "Cause" shall be deemed to exist upon a reasonable good faith finding by the Board that the Executive has: (1) committed an act constituting fraud, embezzlement or other felony, determined in the reasonable opinion of the Board acting in its sole discretion, or (2) materially breached his obligations under this Agreement or the Inventions and Nondisclosure Agreement, and failed to cure same within 30 days after written notice thereof is given to him by the Company, or (3) materially breached the Company's material policies, including but not limited to the Company's policies regarding xxxxxxx xxxxxxx insider trading and sexual harassment, or (40) engaged in willful misconduct and failed xxxxxxx xx xxxxxxx xxsconduct, so long as the Board of Directors provided Executive with a reasonable opportunity for Executive to cure same within 30 days after written notice thereof is given personally present his point of view to him by the CompanyBoard. (ii) At the election of the Company, without Cause, upon at least 90 days written notice by the Company to the Executive. (iii) The death of the Executive, or (in the discretion of the Company) the Disability of the Executive. For purposes of this Agreement, "Disability" shall be considered to exist: (1) if the Executive fails to perform his normal duties for at least 60 days (not counting days taken for vacation), whether or not consecutive, during any 180-day period, or (2) if the Executive's insurance company has confirmed that any disability insurance benefits are going to be paid by reason of Executive's incapacitation, or (3) if the Board, acting in its sole discretion but after reasonable consultation with Executive, concludes that the Executive suffers from a degree of physical or mental incapacitation as a result of illness or accident which makes it reasonably unlikely that the Executive will be able to perform his normal duties for a period of 60 days. In reaching this conclusion, the Board may consult third parties, including, but not limited to, other employees, physicians, psychiatrists, and counselors. (iv) At the election of the Executive, for any reason, upon at least 90 days prior written notice to the Company. (v) At the election of the Executive for Good Reason, provided that the Executive shall have given written notice to the Company within 30 days after he becomes aware of the occurrence of any event of Good Reason specifying such event, and such event shall be continued for a period of 30 days following such notice. For purposes of this Agreement, "Good Reason" means any of the following events:

Employment Termination. The employment of the Executive pursuant to this Agreement shall terminate upon the occurrence of any of the following: (i) At the election of the Company, for Cause, immediately upon written notice by the Company to the Executive. For purposes of this Agreement, "Cause" shall be deemed to exist upon a reasonable good faith finding by the Board that the Executive has: (1) committed an act constituting fraud, embezzlement or other felony, determined in the reasonable opinion of the Board acting in its sole discretion, or (2) materially breached his obligations under this Agreement or the Inventions and Nondisclosure Agreement, and failed to cure same within 30 days after written notice thereof is given to him by the Company, or (3) materially breached the Company's material policies, including but not limited to the Company's policies regarding xxxxxxx xxxxxxx insider trading and sexual harassmentxxxxxxxxxx, orxr (4) engaged in willful misconduct and failed misconduct, so long as the Board of Directors provided Executive with a reasonable opportunity for Executive to cure same within 30 days after written notice thereof is given personally present his point of view to him by the CompanyBoard. (ii) At the election of the Company, without Cause, upon at least 90 days written notice by the Company to the Executive. (iii) The death of the Executive, or (in the discretion of the Company) the Disability of the Executive. For purposes of this Agreement, "Disability" shall be considered to exist: (1) if the Executive fails to perform his normal duties for at least 60 days (not counting days taken for vacation), whether or not consecutive, during any 180-day period, or (2) if the Executive's insurance company has confirmed that any disability insurance benefits are going to be paid by reason of Executive's incapacitation, or (3) if the Board, acting in its sole discretion but after reasonable consultation with Executive, concludes that the Executive suffers from a degree of physical or mental incapacitation as a result of illness or accident which makes it reasonably unlikely that the Executive will be able to perform his normal duties for a period of 60 days. In reaching this conclusion, the Board may consult third parties, including, but not limited to, other employees, physicians, psychiatrists, and counselors. (iv) At the election of the Executive, for any reason, upon at least 90 days prior written notice to the Company. (v) At the election of the Executive for Good Reason, provided that the Executive shall have given written notice to the Company within 30 days after he becomes aware of the occurrence of any event of Good Reason specifying such event, and such event shall be continued for a period of 30 days following such notice. For purposes of this Agreement, "Good Reason" means any of the following events: