Common use of Events of Termination Clause in Contracts

Events of Termination. Executive’s employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any of the following: (i) Executive’s death (“Termination Upon Death”); (ii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 days out of any consecutive 360 days (“Termination For Disability”); (iii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause (as defined below) (“Termination For Cause”); (iv) the effective date of a notice sent to Executive stating that the Company is terminating Executive’s employment without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the Term), which notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”); (v) the effective date of a notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement) sent to the Company from Executive stating that Executive is electing to terminate Executive’s employment with the Company without Good Reason (“Resignation Without Good Reason”); or (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. Executive’s employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any of the following: (i) Executive’s death (“Termination Upon Death”); (ii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 days out of any consecutive 360 days (“Termination For Disability”); (iii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause (as defined below) (“Termination For Cause”); (iv) the effective date of a notice sent to Executive stating that the Company is terminating Executive’s employment without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the Term)Cause, which notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”); (v) the effective date of a notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement) sent to the Company from Executive stating that Executive is electing to terminate Executive’s employment with the Company without Good Reason (“Resignation Without Good Reason”); or (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. The Employment Period and the Executive’s employment with rights under this Agreement or otherwise as an employee of the Company Employer shall terminate (the date of such termination being the “Termination Date”) immediately upon any of the following:except as otherwise provided in this § 5): (i) automatically upon the death of the Executive’s death (“Termination Upon Death”); (ii) upon the effective date Disability of a the Executive immediately upon written notice sent to Executive stating the Company’s determination, made in good faith, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive from either party to the Company for a period of at least 180 days out of any consecutive 360 days (“Termination For Disability”)other party; (iii) the effective date if for Cause, immediately upon delivery of a written Notice of Termination from the Chief Executive Officer of Employer to the Executive, or at such later time as such notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause (as defined below) (“Termination For Cause”)may specify; (iv) the effective date of a notice sent to Executive stating that the Company is terminating Executive’s employment if without Cause (including any Cause, upon prior written notice from the Company Chief Executive Officer of Employer to Executive pursuant to Section 2 that the Company has decided not to renew the Term)Executive, which effective at such time as such notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”)may specify; (v) if by the effective date of a notice (Executive other than a for Good Reason, upon the Executive’s resignation 30 days following written notice delivered pursuant to Section 4(a)(vi) of this Agreement) sent from the Executive to the Company from Executive stating that Executive is electing to terminate Executive’s employment with the Company without Good Reason (“Resignation Without Good Reason”)Board of Directors; or (vi) if by the effective date Executive for Good Reason, upon and in accordance with the following conditions. In order to terminate for Good Reason, the Executive must give the Board of Directors a written notice to Company stating Notice of Termination at least 60 calendar days in advance of the Executive’s determination, made in good faith, that a intent to terminate employment for Good Reason Event (as defined below) has occurred within 30 days preceding such setting forth the specific actions by the Employer which triggered the notice and as a consequence the Notice of Termination must be received by the Chief Executive is electing to terminate Executive’s employment hereunder Officer of Employer no more than ninety (90) calendar days after the complained-of-action(s) occurred which constitute the basis for Good Reason. Upon receipt of the Notice of Termination and for a period of fifteen (15) calendar days thereafter, the Board of Directors shall consider the complained-of-action(s) set forth therein and if such complained-of-action(s) constitute Good Reason Event (“Resignation For shall cure or remedy the actions set forth therein. If the Employer adequately remedies or cures the actions giving rise to the Notice of Termination within such 15-day period, then the resignation by the Executive shall not be for Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. The Employment Period and the Executive’s employment with 's rights under this Agreement or otherwise as an employee of the Company Employer shall terminate (the date of such termination being the “Termination Date”) immediately upon any of the following:except as otherwise provided in this § 5): (i) automatically upon the death of the Executive’s death (“Termination Upon Death”); (ii) upon the effective date Disability of a the Executive immediately upon written notice sent to Executive stating the Company’s determination, made in good faith, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive from either party to the Company for a period of at least 180 days out of any consecutive 360 days (“Termination For Disability”)other party; (iii) the effective date if for Cause, immediately upon delivery of a written Notice of Termination from the Chief Executive Officer of Audiovox to the Executive, or at such later time as such notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause (as defined below) (“Termination For Cause”)may specify; (iv) the effective date of a notice sent to Executive stating that the Company is terminating Executive’s employment if without Cause (including any Cause, upon 30 days prior written notice from the Company Chief Executive Officer of Audiovox to Executive pursuant to Section 2 that the Company has decided not to renew the Term)Executive, which or at such later time as such notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”)may specify; (v) if by the effective date of a notice (Executive other than a for Good Reason, upon the Executive's resignation 30 days following written notice delivered pursuant to Section 4(a)(vi) of this Agreement) sent from the Executive to the Company from Executive stating that Executive is electing to terminate Executive’s employment with the Company without Good Reason (“Resignation Without Good Reason”)Board of Directors; or (vi) if by the effective date Executive for Good Reason, upon and in accordance with the following conditions. In order to terminate for Good Reason, the Executive must give the Board of Directors a written notice Notice of Termination at least 60 calendar days in advance of the Executive's intent to Company stating Executive’s determination, made in good faith, that a terminate employment for Good Reason Event (as defined below) has occurred within 30 days preceding such setting forth the specific actions by the Employer which triggered the notice and as a consequence the Notice of Termination must be received by the Chief Executive is electing to terminate Executive’s employment hereunder Officer of Audiovox no more than ninety (90) calendar days after the complained-of-action(s) occurred which constitute the basis for Good Reason. Upon receipt of the Notice of Termination and for a period of fifteen (15) calendar days thereafter, the Board of Directors shall consider the complained-of-action(s) set forth therein and if such complained-of-action(s) constitute Good Reason Event (“Resignation For shall cure or remedy the actions set forth therein. If the Employer adequately remedies or cures the actions giving rise to the Notice of Termination within such 15-day period, then the resignation by the Executive shall not be for Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. Executive’s employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any of the following: (i) Executive’s death (“Termination Upon Death”); (ii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 days out of any consecutive 360 days (“Termination For Disability”); (iii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause (as defined below) (“Termination For Cause”); (iv) the effective date of a notice sent to Executive stating that the Company is terminating Executive’s employment without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the Term), which notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”); (v) the effective date of a notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement, but including any notice from Executive to the Company pursuant to Section 2 that Executive has decided not to renew the Term) sent to the Company from Executive stating that Executive is electing to terminate Executive’s employment with the Company without absent a Good Reason Event (“Resignation Without Good Reason”); or (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. Executive’s employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any of the following: (i) Executive’s death (“Termination Upon Death”); (ii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 days out of any consecutive 360 days (“Termination For Disability”); (iii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause (as defined below) (“Termination For Cause”); (iv) the effective date of a written notice sent to Executive stating that the Company is terminating Executive’s employment without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the Term)Cause, which notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”); (v) the effective date of a written notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement) sent to the Company from Executive stating that Executive is electing to terminate Executive’s employment with the Company without Good Reason (“Resignation Without Good Reason”); or (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. Executive’s employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any of the following: (i) Executive’s death (“Termination Upon Death”); (ii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 days out of any consecutive 360 days (“Termination For Disability”); (iii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause (as defined below) (“Termination For Cause”); (iv) the effective date of a notice sent to Executive stating that the Company is terminating Executive’s employment without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the Term), which notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”); (v) the effective date of a notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement) sent to the Company from Executive stating that Executive is electing to terminate Executive’s employment with the Company without Good Reason (“Resignation Without Good Reason”); or (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. Executive’s employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any of the following: (i) Executive’s death (“Termination Upon Death”); (ii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 days out of any consecutive 360 days (“Termination For Disability”); (iii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause (as defined below) (“Termination For Cause”); (iv) the effective date of a notice sent to Executive stating that the Company is terminating Executive’s employment without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the TermTerm at a time when there are no circumstances pending that would permit Termination for Cause), which notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”); (v) the effective date of a notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement, but including any notice from Executive to the Company pursuant to Section 2 that Executive has decided not to renew the Term at a time when there are no circumstances pending that would permit Resignation for Good Reason) sent to the Company from Executive stating that Executive is electing to terminate Executive’s employment with the Company without Good Reason (“Resignation Without Good Reason”), provided that the Company shall in its discretion have the right to accelerate the Termination Date once such a notice is delivered (and the compensation specified in Section 4(b)(iv) shall be payable through the accelerated Termination Date); or (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. Executive’s employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any of the following: (i) Executive’s death (“Termination Upon Death”); (ii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 consecutive days out of any consecutive 360 days (“Termination For Disability”); (iii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause (as defined below) (“Termination For Cause”); (iv) the effective date of a notice sent to Executive stating that the Company is terminating Executive’s employment without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the Term), which notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”); (v) the effective date of a notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement) sent to the Company from Executive stating that Executive is electing to terminate Executive’s employment with the Company without Good Reason (“Resignation Without Good Reason”); or (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. Executive’s Employee's employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any one of the following: (ia) ExecutiveNinety (90) days after the effective date of a written notice sent to Employee stating the Company's determination made in good faith that it is terminating Employee for “Cause” as defined under Section 7.2 below (“Termination for Cause”), provided, that if the “Cause” for termination is a curable failure by Employee to properly perform her assigned duties, then the Company will give Employee written notice of such failure (a “Cause Notice”), and if Employee failure to cure such failure to the reasonable satisfaction of the Chief Executive Officer within sixty (60) days after the Company gives the Cause Notice, then the Company may immediately terminate Employee's employment, and such termination will be conclusively deemed to be for “cause” hereunder; or (b) thirty (30) days after the effective date of a written notice sent to Employee stating the Company's determination made in good faith that, due to a mental or physical incapacity, Employee has been unable to perform her duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month period unless Employee has been on a leave approved by the Company’s Chief Executive Officer (“Termination for Disability”); or (c) Employee's death (“Termination Upon Death”);; or (iid) the effective date of a written notice sent to Executive the Company stating the Company’s determination, Employee's determination made in good faithfaith of “Constructive Termination” by the Company, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 days out of any consecutive 360 days as defined under Section 7.3 below (“Termination For DisabilityConstructive Termination”);; or (iiie) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause thirty (as defined below30) (“Termination For Cause”); (iv) days after the effective date of a notice sent to Executive Employee stating that the Company is terminating Executive’s employment her employment, without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the Term)cause, which notice can be given by the Company at any time after the Effective Date at the Company’s 's sole discretion, for any reason or for no reason (“Termination Without Cause”);; or (vf) the effective date of a notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement) sent to the Company from Executive Employee stating that Executive Employee is electing to terminate Executive’s her employment with the Company without Good Reason (“Resignation Without Good ReasonVoluntary Termination”); or (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. Executive’s employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any of the following: (i) Executive’s death (“Termination Upon Death”); (ii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 days out of any consecutive 360 days (“Termination For Disability”); (iii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause (as defined below) (“Termination For Cause”); (iv) the effective date of a notice sent to Executive stating that the Company is terminating Executive’s employment without Cause (including provided that any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the TermTerm shall not constitute a termination without Cause), which notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”); (v) the effective date of a notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement) sent to the Company from Executive stating that Executive is electing to terminate Executive’s employment with the Company without Good Reason (“Resignation Without Good Reason”); or (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives 4886-2947-3793.1 written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. Executive’s Employee's employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any one of the following: (ia) ExecutiveNinety (90) days after the effective date of a written notice sent to Employee stating the Company's determination made in good faith that it is terminating Employee for “Cause” as defined under Section 7.2 below (“Termination for Cause”), provided, that if the “Cause” for termination is a curable failure by Employee to properly perform his assigned duties, then the Company will give Employee written notice of such failure (a “Cause Notice”), and if Employee failure to cure such failure to the reasonable satisfaction of the Chief Executive Officer within sixty (60) days after the Company gives the Cause Notice, then the Company may immediately terminate Employee's employment, and such termination will be conclusively deemed to be for “cause” hereunder; or (b) thirty (30) days after the effective date of a written notice sent to Employee stating the Company's determination made in good faith that, due to a mental or physical incapacity, Employee has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month period unless Employee has been on a leave approved by the Company’s Chief Executive Officer (“Termination for Disability”); or (c) Employee's death (“Termination Upon Death”);; or (iid) the effective date of a written notice sent to Executive the Company stating the Company’s determination, Employee's determination made in good faithfaith of “Constructive Termination” by the Company, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 days out of any consecutive 360 days as defined under Section 7.3 below (“Termination For DisabilityConstructive Termination”);; or (iiie) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause thirty (as defined below30) (“Termination For Cause”); (iv) days after the effective date of a notice sent to Executive Employee stating that the Company is terminating Executive’s employment his employment, without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the Term)cause, which notice can be given by the Company at any time after the Effective Date at the Company’s 's sole discretion, for any reason or for no reason (“Termination Without Cause”);; or (vf) the effective date of a notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement) sent to the Company from Executive Employee stating that Executive Employee is electing to terminate Executive’s his employment with the Company without Good Reason (“Resignation Without Good ReasonVoluntary Termination”); or (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. Executive’s employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any of the following: (i) Executive’s death (“Termination Upon Death”); (ii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 days out of any consecutive 360 days (“Termination For Disability”); (iii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause (as defined below) (“Termination For Cause”); (iv) the effective date of a notice sent to Executive stating that the Company is terminating Executive’s employment without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the Term), which notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”); (v) the effective date of a notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement) sent to the Company from Executive stating that Executive is electing to terminate Executive’s employment with the Company without Good Reason (“Resignation Without Good Reason”); or (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunderhereundcr; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. Following the Start Date, Executive’s employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any of the following: (i) Executive’s death (“Termination Upon Death”); (ii) the effective date of set forth in a written notice (which effective date shall not pre-date the date on which the notice is delivered) sent to Executive stating the Company’s determination, made in good faith, determination that due to Executive is terminated as a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period result of at least 180 days out of any consecutive 360 days Executive’s Disability (“Termination For Disability”); (iii) the effective date of set forth in a written notice (which effective date shall not pre-date the date on which the notice is delivered) sent to Executive stating the Company’s determination, made in good faith, determination that it is terminating Executive’s employment for Cause (as defined below) (“Termination For Cause”);; provided, however, that, (A) the Company must provide notice of a Cause event within 30 days after the later to occur of (x) the act or omission providing Cause, (y) the Company’s actual knowledge of the act or omission providing Cause or (z) the date on which the Company should reasonably have knowledge of the act or omission providing Cause and, (B) if such act or omission is susceptible to remediation, the Executive shall be provided 30 days following such notice to remedy such act or omission which constitutes Cause and following any such remedy the Company shall no longer have Cause to terminate Executive’s employment (it being understood that Executive shall be permitted to waive his opportunity to remedy such act or omission). (iv) the effective date of set forth in a written notice (which shall not be less than 60 days following the date such notice is provided) sent to Executive stating that the Company is terminating Executive’s employment without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the Term)Cause, which notice can be given by the Company at any time after the Effective Start Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”) (it being understood that Executive shall be permitted to waive all or a portion of the notice period); (v) the effective date of set forth in a written notice (which shall not be less than 60 days following the date such notice is provided) sent to the Company from Executive (other than a notice delivered pursuant to Section 4(a)(vi6(a)(vi) of this Agreement) sent to the Company from Executive stating that Executive is electing to terminate Executive’s employment with the Company without Good Reason (“Resignation Without Good Reason”) (it being understood that the Company shall be permitted to waive all or a portion of the notice period); or (vi) the effective date of set forth in a written notice to the Company (such effective date taking into account the Company’s cure right set forth below) stating Executive’s determination, made in good faith, determination that a Good Reason Event (as defined below) event has occurred within 30 days preceding such notice and and, as a consequence consequence, Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that that, (A) Executive will give the Company 30 days to cure such must provide notice of a Good Reason Event, and if the Company fails to cure such Good Reason Event event within 30 days after Executive gives written notice the later to occur of resignation hereunder(x) the act or omission which constitutes Good Reason, then Executive may immediately terminate (y) Executive’s actual knowledge of the act or omission constituting Good Reason or (z) the date on which Executive should reasonably be expected to have knowledge of the act or omission constituting Good Reason, (B) the Company shall be provided 30 days following such notice to remedy such act or omission which constitutes Good Reason and following any such remedy Executive shall no longer have Good Reason to terminate employment with (it being understood that the CompanyCompany shall be permitted to waive its opportunity to remedy such act or omission), and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause (C) if the Company has delivered to Executive written notice of any does not, or is not able to, remedy such act or omission thatwhich constitutes Good Reason, if not cured, would constitute Cause at any time preceding Executive must terminate his employment within the shorter of (x) 60 days after the occurrence of such act or omission or (y) 15 days following the Company’s notice provided by Executive hereunderof waiver of its opportunity to remedy such act or omission.

Events of Termination. Executive’s employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any of the following: (i) Executive’s death (“Termination Upon Death”); (ii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 days out of any consecutive 360 days (“Termination For Disability”); (iii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause (as defined below) (“Termination For Cause”); (iv) the effective date of a notice sent to Executive stating that the Company is terminating Executive’s employment without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the TermTerm at a time when there are no circumstances pending that would permit Termination for Cause), which notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”); (v) the effective date of a notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement, but including any notice from Executive to the Company pursuant to Section 2 that Executive has decided not to renew the Term at a time when there are no circumstances pending that would permit Resignation for Good Reason) sent to the Company from Executive stating that Executive is electing to terminate Executive’s employment with the Company without absent a Good Reason Event (“Resignation Without Good Reason”); or (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. ExecutiveEmployee’s employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any one of the following: (ia) ExecutiveNinety (90) days after the effective date of a written notice sent to Employee stating the Company’s determination made in good faith that it is terminating Employee for “Cause” as defined under Section 7.2 below (“Termination for Cause”), provided, that if the “Cause” for termination is a curable failure by Employee to properly perform her assigned duties, then the Company will give Employee written notice of such failure (a “Cause Notice”), and if Employee fails to cure such failure to the reasonable satisfaction of the Board of Directors within sixty (60) days after the Company gives the Cause Notice, then the Company may immediately terminate Employee’s employment, and such termination will be conclusively deemed to be for “Cause” hereunder; or (b) Fourteen (14) days after the effective date of a written notice sent to Employee stating the Company’s determination made in good faith that, due to a mental or physical incapacity, Employee has been unable to perform her duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month period (“Termination for Disability”); or (c) Employee’s death (“Termination Upon Death”);; or (iid) the The effective date of a written notice sent to Executive the Company stating the CompanyEmployee’s determination, determination made in good faithfaith of “Constructive Termination” by the Company, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 days out of any consecutive 360 days as defined under Section 7.3 below (“Termination For DisabilityConstructive Termination”);; or (iiie) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause Fourteen (as defined below14) (“Termination For Cause”); (iv) days after the effective date of a notice sent to Executive Employee stating that the Company is terminating Executive’s employment her employment, without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the Term)Cause, which notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”);; or [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. (vf) the The effective date of a notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement) sent to the Company from Executive Employee stating that Executive Employee is electing to terminate Executive’s her employment with the Company without Good Reason (“Resignation Without Good ReasonVoluntary Termination”); or (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. ExecutiveEmployee’s employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any one of the following: (ia) ExecutiveNinety (90) days after the effective date of a written notice sent to Employee stating the Company’s determination made in good faith that it is terminating Employee for “Cause” as defined under Section 7.2 below (“Termination for Cause”), provided, that if the “Cause” for termination is a curable failure by Employee to properly perform her assigned duties, then the Company will give Employee written notice of such failure (a “Cause Notice”), and if Employee fails to cure such failure to the reasonable satisfaction of the Board of Directors within sixty (60) days after the Company gives the Cause Notice, then the Company may immediately terminate Employee’s employment, and such termination will be conclusively deemed to be for “Cause” hereunder; or (b) Fourteen (14) days after the effective date of a written notice sent to Employee stating the Company’s determination made in good faith that, due to a mental or physical incapacity, Employee has been unable to perform her duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month period (“Termination for Disability”); or (c) Employee’s death (“Termination Upon Death”);; or (iid) the The effective date of a written notice sent to Executive the Company stating the CompanyEmployee’s determination, determination made in good faithfaith of “Constructive Termination” by the Company, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 days out of any consecutive 360 days as defined under Section 7.3 below (“Termination For DisabilityConstructive Termination”);; or (iiie) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause Fourteen (as defined below14) (“Termination For Cause”); (iv) days after the effective date of a notice sent to Executive Employee stating that the Company is terminating Executive’s employment her employment, without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the Term)Cause, which notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”);; or (vf) the The effective date of a notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement) sent to the Company from Executive Employee stating that Executive Employee is electing to terminate Executive’s her employment with the Company without Good Reason (“Resignation Without Good ReasonVoluntary Termination”); or (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. Executive’s Employee's employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any one of the following:: 455772 (ia) ExecutiveNinety (90) days after the effective date of a written notice sent to Employee stating the Company's determination made in good faith that it is terminating Employee for “Cause” as defined under Section 7.2 below (“Termination for Cause”), provided, that if the “Cause” for termination is a curable failure by Employee to properly perform his assigned duties, then the Company will give Employee written notice of such failure (a “Cause Notice”), and if Employee failure to cure such failure to the reasonable satisfaction of the Board of Directors within sixty (60) days after the Company gives the Cause Notice, then the Company may immediately terminate Employee's employment, and such termination will be conclusively deemed to be for “cause” hereunder; or (b) thirty (30) days after the effective date of a written notice sent to Employee stating the Company's determination made in good faith that, due to a mental or physical incapacity, Employee has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month period unless Employee has been on a leave approved by the Company’s Board of Directors (“Termination for Disability”); or (c) Employee's death (“Termination Upon Death”);; or (iid) the effective date of a written notice sent to Executive the Company stating the Company’s determination, Employee's determination made in good faithfaith of “Constructive Termination” by the Company, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 days out of any consecutive 360 days as defined under Section 7.3 below (“Termination For DisabilityConstructive Termination”);; or (iiie) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause thirty (as defined below30) (“Termination For Cause”); (iv) days after the effective date of a notice sent to Executive Employee stating that the Company is terminating Executive’s employment his employment, without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the Term)cause, which notice can be given by the Company at any time after the Effective Date at the Company’s 's sole discretion, for any reason or for no reason (“Termination Without Cause”);; or (vf) the effective date of a notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement) sent to the Company from Executive Employee stating that Executive Employee is electing to terminate Executive’s his employment with the Company without Good Reason (“Resignation Without Good ReasonVoluntary Termination”); or (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. Executive’s employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any of the following: (i) Executive’s death (“Termination Upon Death”); (ii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 days out of any consecutive 360 days (“Termination For Disability”); (iii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause (as defined below) (“Termination For Cause”); (iv) the effective date of a notice sent to Executive stating that the Company is terminating Executive’s employment without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the Term), which notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”); (v) the effective date of a notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement) sent to the Company from Executive stating that Executive is electing to terminate Executive’s employment with the Company without Good Reason (“Resignation Without Good Reason”); oror 4000-0000-0000.1 (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. Executive’s employment with The Employment Period shall cease and terminate upon the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any earliest to occur of the followingevents specified below: (i) Executive’s death (“Termination Upon Death”)The close of business on the fifth anniversary of the date hereof; (ii) the effective date death of a written notice sent to Executive stating the Company’s determination, made in good faith, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 days out of any consecutive 360 days (“Termination For Disability”)Executive; (iii) termination of Executive's employment for Cause. For the effective date purpose of this Agreement, the Company shall have "Cause" to terminate Executive's employment hereunder upon (A) the conviction of Executive of a felony crime involving moral turpitude; or (B) the intentional and knowing violation by Executive of the provisions of Section 4 hereof, which results in a substantial and material injury to the Company; or (C) conduct by Executive with respect to the Company or its business in breach of this Agreement which either (a) is intended to injure the Company and does injure the Company in a substantial and material way or (b) constitutes a course of grossly negligent conduct, done in bad faith and not intended to benefit the Company, and which injures the Company in a substantial and material way. If the Company has knowledge of the conduct by Executive under (iii)(B) or (C) before substantial and material in ury to the Company has occurred, then the Company shall not have "Cause" to terminate Executive unless the Company promptly gives written notice sent to Executive, making reference to this sub-paragraph, to cure ihe conduct and the Company sustains substantial and material injury because Executive stating failed to successfully cure the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause (as defined below) (“Termination For Cause”);conduct. (iv) the effective date of a notice sent election by Executive to Executive stating that the Company is terminating Executive’s terminate his employment without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the Term), which notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”)hereunder; (v) the effective date of a notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement) sent to election by the Company from Executive stating that Executive is electing to terminate Executive’s 's employment with the Company without Good Reason (“Resignation Without Good Reason”)hereunder; or (vi) the effective date permanent disability of Executive. For the purpose of this Agreement the "permanent disability" of Executive shall mean Executive's inability, because of his injury, illness, or other incapacity (physical or mental), to perform the services to the Company contemplated hereby for a continuous period of 150 days or for 180 days out of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice continuous period of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination 300 days. Such permanent disability shall be deemed a Termination For Cause if to have occurred on the Company has delivered to Executive written notice of any act 150th consecutive day or omission thaton the 180th day within the specified period, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunderwhichever is applicable.

Events of Termination. Executive’s employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any of the following: (i) Executive’s death (“Termination Upon Death”); (ii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 90 days out of any consecutive 360 180 days (“Termination For Disability”); (iii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause (as defined below) (“Termination For Cause”); (iv) the effective date of a notice sent to Executive stating that the Company is terminating Executive’s employment without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the TermTerm at a time when there are no circumstances pending that would permit Termination for Cause), which notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”); (v) the effective date of a notice (other than excluding a notice delivered pursuant to Section 4(a)(vi) of this Agreement, but including any notice from Executive to the Company pursuant to Section 2 that Executive has decided not to renew the Term) sent to the Company from Executive stating that Executive is electing to terminate Executive’s employment with the Company without Good Reason (“Resignation Without Good Reason”), provided that the Company shall in its discretion have the right to accelerate the Termination Date once such a notice is delivered (and the compensation specified in Section 4(b)(iv) shall be payable through the accelerated Termination Date); or (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. ExecutiveEmployee’s employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any one of the following: (ia) ExecutiveNinety (90) days after the effective date of a written notice sent to Employee stating the Company’s determination made in good faith that it is terminating Employee for “Cause” as defined under Section 7.2 below (“Termination for Cause”), provided, that if the “Cause” for termination is a curable failure by Employee to properly perform her assigned duties, then the Company will give Employee written notice of such failure (a “Cause Notice”), and if Employee fails to cure such failure to the reasonable satisfaction of the Board of Directors within sixty (60) days after the Company gives the Cause Notice, then the Company may immediately terminate Employee’s employment, and such termination will be conclusively deemed to be for “Cause” hereunder; or (b) Fourteen (14) days after the effective date of a written notice sent to Employee stating the Company’s determination made in good faith that, due to a mental or physical incapacity, Employee has been unable to perform her duties under this Agreement for a period of not less than six (6) consecutive months or 180 days in the aggregate in any 12-month period (“Termination for Disability”); or (c) Employee’s death (“Termination Upon Death”);; or (iid) the effective date of a written notice sent to Executive the Company stating the CompanyEmployee’s determination, determination made in good faithfaith of “Constructive Termination” by the Company, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 days out of any consecutive 360 days as defined under Section 7.3 below (“Termination For DisabilityConstructive Termination”);; or [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. (iiie) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause Fourteen (as defined below14) (“Termination For Cause”); (iv) days after the effective date of a notice sent to Executive Employee stating that the Company is terminating Executive’s employment her employment, without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the Term)Cause, which notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”);; or (vf) the effective date of a notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement) sent to the Company from Executive Employee stating that Executive Employee is electing to terminate Executive’s her employment with the Company without Good Reason (“Resignation Without Good ReasonVoluntary Termination”); or (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. ExecutiveEmployee’s employment with the Company and this Agreement shall terminate (the date of such termination being the “Termination Date”) immediately upon any one of the following: (ia) ExecutiveSixty (60) days after the effective date of a written notice sent to Employee stating the Company’s determination made in good faith that it is terminating Employee for “cause” as defined under Section 7.2 below (“Termination for Cause”), provided, that if the “cause” for termination is a curable failure by Employee to properly perform his assigned duties, then the Company will give Employee written notice of such failure (a “Cause Notice”), and if Employee fails to cure such failure to the reasonable satisfaction of Raptor’s Chief Executive Officer within sixty (60) days after the Company gives the Cause Notice, then the Company may immediately terminate Employee’s employment, and such termination will be conclusively deemed to be for “cause” hereunder; (b) Employee’s death (“Termination Upon Death”); (iic) the effective date (such effective date falling within the Constructive Termination Period (as defined below)) of a written notice sent to Executive the Company from Employee stating the CompanyEmployee’s determination, determination made in good faithfaith of a Constructive Termination by the Company, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 days out of any consecutive 360 days as defined under Section 7.4 below (“Termination For DisabilityConstructive Termination”); (iii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause (as defined below) (“Termination For Cause”); (ivd) the effective date of a notice sent to Executive Employee stating that the Company is terminating Executive’s employment his employment, without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the Term)cause, which notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason reason, other than a Termination Upon Death or a Termination for Disability (“Termination Without Cause”);; or (ve) the date following a notice sent to the Company from Employee stating that Employee is electing to terminate his employment with the Company other than pursuant to a Constructive Termination by the Company (“Voluntary Termination”) LEGAL_US_W # 56904154.9 (f) the effective date of a notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement) sent to Employee stating that the Company from Executive stating determination that Executive is electing to terminate Executive’s employment with the Company without Good Reason a Disability has occurred (“Resignation Without Good ReasonTermination for Disability”); or (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.

Events of Termination. Executive’s employment with the Company shall terminate (the date of such termination being the “Termination Date”) immediately upon any of the following: (i) Executive’s death (“Termination Upon Death”); (ii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to the Company for a period of at least 180 days out of any consecutive 360 days (“Termination For Disability”); (iii) the effective date of a written notice sent to Executive stating the Company’s determination, made in good faith, that it is terminating Executive’s employment for Cause (as defined below) (“Termination For Cause”); (iv) the effective date of a notice sent to Executive stating that the Company is terminating Executive’s employment without Cause (including any notice from the Company to Executive pursuant to Section 2 that the Company has decided not to renew the Term), which notice can be given by the Company at any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”); (v) the effective date of a notice (other than a notice delivered pursuant to Section 4(a)(vi) of this Agreement) sent to the Company from Executive stating that Executive is 4820-7324-9485.4 electing to terminate Executive’s employment with the Company without Good Reason (“Resignation Without Good Reason”); or (vi) the effective date of a written notice to Company stating Executive’s determination, made in good faith, that a Good Reason Event (as defined below) has occurred within 30 days preceding such notice and as a consequence Executive is electing to terminate Executive’s employment hereunder for a Good Reason Event (“Resignation For Good Reason”); provided, however, that Executive will give the Company 30 days to cure such Good Reason Event, and if the Company fails to cure such Good Reason Event within 30 days after Executive gives written notice of resignation hereunder, then Executive may immediately terminate Executive’s employment with the Company, and such termination will be a Resignation For Good Reason hereunder; provided, further, that Executive’s termination shall be deemed a Termination For Cause if the Company has delivered to Executive written notice of any act or omission that, if not cured, would constitute Cause at any time preceding the notice provided by Executive hereunder.