Common use of Term and Termination of Employment Clause in Contracts

Term and Termination of Employment. Section 2.1 Unless sooner terminated pursuant to other provisions hereof, the Company agrees to employ Employee for a three-year period beginning on the Effective Date, and thereafter automatically extend the term of this Agreement for successive one-year periods unless and until such time as either party shall give written notice to the other at least 15 days prior to the expiration of the then current term that no such automatic extension shall occur, in which event Employee's employment shall terminate on the expiration of the then current term. Section 2.2 Notwithstanding the provisions of Section 2.1 hereof, the Company shall have the right to terminate Employee's employment under this Agreement at any time in accordance with the following provisions: (a) upon Employee's death; (b) upon Employee's becoming incapacitated or disabled by accident, sickness or other circumstance which impairment (despite reasonable accommodation) renders him mentally or physically incapable of performing the duties and services required of him hereunder for a period of at least 120 consecutive days or for a period of 180 business days during any 12-month period; (c) for cause, which for purposes of this Agreement shall mean each of the following: (i) a material act or material acts of dishonesty or disloyalty by Employee adversely affecting the Company; (ii) Employee's breach of any of his obligations of this Agreement; (iii) Employee's gross negligence or willful misconduct in performance of the duties and services required of him pursuant to this Agreement; or (iv) Employee's conviction of a felony, or Employee's conviction of a misdemeanor involving moral turpitude.

Term and Termination of Employment. Section 2.1 Unless sooner terminated pursuant to other provisions hereof, the Company agrees to employ Employee for a three-year period beginning on the Effective Date, and thereafter automatically extend the term of this Agreement for successive one-year periods unless and until such time as either party shall give written notice to the other at least 15 days prior to the expiration of the then current term that no such automatic extension shall occur, in which event Employee's ’s employment shall terminate on the expiration of the then current term. Section 2.2 Notwithstanding the provisions of Section 2.1 hereof, the Company shall have the right to terminate Employee's ’s employment under this Agreement at any time in accordance with the following provisions: (a) upon Employee's ’s death; (b) upon Employee's ’s becoming incapacitated or disabled by accident, sickness or other circumstance which impairment (despite reasonable accommodation) renders him mentally or physically incapable of performing the duties and services required of him hereunder for a period of at least 120 consecutive days or for a period of 180 business days during any 12-month period; (c) for cause, which for purposes of this Agreement shall mean each of the following: (i) a material act or material acts of dishonesty or disloyalty by Employee adversely affecting the Company; (ii) Employee's ’s breach of any of his obligations of this Agreement; (iii) Employee's ’s gross negligence or willful misconduct in performance of the duties and services required of him pursuant to this Agreement; or (iv) Employee's ’s conviction of a felony, or Employee's ’s conviction of a misdemeanor involving moral turpitude. (d) by “Constructive Termination,” which for purposes of this Agreement shall mean each of the following: (i) a material diminution of Employee’s responsibilities, including, without limitation, title and reporting relationship; (ii) relocation of any Provo, Utah office of the Company without the consent of Employee; or (iii) a material reduction in Employee’s compensation and benefits received hereunder. (e) in the sole discretion of the Board of Directors without cause; provided, however, in such case the Company shall give 15 days prior written notice to Employee of its intention to terminate Employee’s employment with the Company and shall continue to provide compensation to Employee in accordance with the terms set forth in Section 4.1(e) hereof. Section 2.3 Employee shall have the right to terminate his employment under this Agreement at any time in accordance with the following provisions: (a) a breach by the Company of any of its obligations under this Agreement which, if correctable, remains uncorrected for 30 days following written notice specifying such breach given by Employee to the Company; or (b) In the sole discretion of Employee, provided, however, in such case Employee shall give 15 days prior written notice to the Company of his intention to terminate his employment with the Company. Section 2.4 If the Company desires to terminate Employee’s employment hereunder as provided in Section 2.2 hereof or Employee desires to terminate Employee’s employment hereunder as provided in Section 2.3 hereof, it or he shall do so by giving written notice to the other party that it or he has elected to terminate Employee’s employment hereunder and stating the effective date and reason, if any, for such termination. In the event of such termination, the provisions of Articles IV through IX hereof shall continue to apply in accordance with their terms. Any question as to whether and when there has been a termination of Employee’s employment, and the cause of such termination, shall be determined by the Board of Directors in its sole discretion.

Term and Termination of Employment. Section 2.1 Unless sooner terminated pursuant to other provisions hereof, the Company agrees to employ Employee for a threeone-year period beginning on the Effective Date, and thereafter automatically extend the term of this Agreement for successive one-year periods unless and until such time as either party shall give written notice to the other at least 15 days prior to the expiration of the then current term that no such automatic extension shall occur, in which event Employee's employment shall terminate on the expiration of the then current term. Section 2.2 Notwithstanding the provisions of Section 2.1 hereof, the Company shall have the right to terminate Employee's employment under this Agreement at any time in accordance with the following provisions: (a) upon Employee's death; (b) upon Employee's becoming incapacitated or disabled by accident, sickness or other circumstance which impairment (despite reasonable accommodation) renders him mentally or physically incapable of performing the duties and services required of him hereunder for a period of at least 120 consecutive days or for a period of 180 business days during any 12-month period; (c) for cause, which for purposes of this Agreement shall mean each of the following: (i) a material act or material acts of dishonesty or disloyalty by Employee adversely affecting the Company; (ii) Employee's breach of any of his obligations of this Agreement; (iii) Employee's gross negligence or willful misconduct in performance of the duties and services required of him pursuant to this Agreement; or (iv) Employee's conviction of a felony, or Employee's conviction of a misdemeanor involving moral turpitude.

Term and Termination of Employment. Section 2.1 Unless sooner terminated pursuant to other provisions hereof, the Company agrees to employ Employee for a three-year period beginning on the Effective Date, and thereafter automatically extend the term of this Agreement for successive one-year periods unless and until such time as either party shall give written notice to the other at least 15 days prior to the expiration of the then current term that no such automatic extension shall occur, in which event Employee's ’s employment shall terminate on the expiration of the then current term. Section 2.2 Notwithstanding the provisions of Section 2.1 hereof, the Company shall have the right to terminate Employee's ’s employment under this Agreement at any time in accordance with the following provisions: (a) upon Employee's ’s death; (b) upon Employee's ’s becoming incapacitated or disabled by accident, sickness or other circumstance which impairment (despite reasonable accommodation) renders him mentally or physically incapable of performing the duties and services required of him hereunder for a period of at least 120 consecutive days or for a period of 180 business days during any 12-month period; (c) for cause, which for purposes of this Agreement shall mean each of the following: (i) a material act or material acts of dishonesty or disloyalty by Employee adversely affecting the Company; (ii) Employee's ’s breach of any of his obligations of this Agreement; (iii) Employee's ’s gross negligence or willful misconduct in performance of the duties and services required of him pursuant to this Agreement; or (iv) Employee's ’s conviction of a felony, or Employee's ’s conviction of a misdemeanor involving moral turpitude. (d) by “Constructive Termination,” which for purposes of this Agreement shall mean each of the following: (i) a material diminution of Employee’s responsibilities, including, without limitation, title and reporting relationship; (ii) relocation of any New York, New York office of the Company without the consent of Employee; or (iii) a material reduction in Employee’s compensation and benefits received hereunder. (e) in the sole discretion of the Board of Directors without cause; provided, however, in such case the Company shall give 15 days prior written notice to Employee of its intention to terminate Employee’s employment with the Company and shall continue to provide compensation to Employee in accordance with the terms set forth in Section 4.1(e) hereof. Section 2.3 Employee shall have the right to terminate his employment under this Agreement at any time in accordance with the following provisions: (a) a breach by the Company of any of its obligations under this Agreement which, if correctable, remains uncorrected for 30 days following written notice specifying such breach given by Employee to the Company; or (b) In the sole discretion of Employee, provided, however, in such case Employee shall give 15 days prior written notice to the Company of his intention to terminate his employment with the Company. Section 2.4 If the Company desires to terminate Employee’s employment hereunder as provided in Section 2.2 hereof or Employee desires to terminate Employee’s employment hereunder as provided in Section 2.3 hereof, it or he shall do so by giving written notice to the other party that it or he has elected to terminate Employee’s employment hereunder and stating the effective date and reason, if any, for such termination. In the event of such termination, the provisions of Articles IV through IX hereof shall continue to apply in accordance with their terms. Any question as to whether and when there has been a termination of Employee’s employment, and the cause of such termination, shall be determined by the Board of Directors in its sole discretion.

Term and Termination of Employment. Section 2.1 Unless sooner terminated pursuant to other provisions hereof, the Company agrees to employ Employee for a threetwo-year period beginning on the Effective Date, and thereafter automatically extend the term of this Agreement for successive one-year periods unless and until such time as either party shall give written notice to the other at least 15 days prior to the expiration of the then current term that no such automatic extension shall occur, in which event Employee's employment shall terminate on the expiration of the then current term. Section 2.2 Notwithstanding the provisions of Section 2.1 hereof, the Company shall have the right to terminate Employee's employment under this Agreement at any time in accordance with the following provisions: (a) upon Employee's death; (b) upon Employee's becoming incapacitated or disabled by accident, sickness or other circumstance which impairment (despite reasonable accommodation) renders him mentally or physically incapable of performing the duties and services required of him hereunder for a period of at least 120 consecutive days or for a period of 180 business days during any 12-month period; (c) for cause, which for purposes of this Agreement shall mean each of the following: (i) a material act or material acts of dishonesty or disloyalty by Employee adversely affecting the Company; (ii) Employee's breach of any of his obligations of this Agreement; (iii) Employee's gross negligence or willful misconduct in performance of the duties and services required of him pursuant to this Agreement; or (iv) Employee's conviction of a felony, or Employee's conviction of a misdemeanor involving moral turpitude.

Term and Termination of Employment. Section 2.1 Unless sooner terminated pursuant to other provisions hereof, the Company agrees to employ Employee for a three-year period beginning on the Effective Date, and thereafter automatically extend the term of this Agreement for successive one-year periods unless and until such time as either party shall give written notice to the other at least 15 days prior to the expiration of the then current term that no such automatic extension shall occur, in which event Employee's employment shall terminate on the expiration of the then current term. Section 2.2 Notwithstanding the provisions of Section 2.1 hereof, the Company shall have the right to terminate Employee's employment under this Agreement at any time in accordance with the following provisions: (a) upon Employee's death; (b) upon Employee's becoming incapacitated or disabled by accident, sickness or other circumstance which impairment (despite reasonable accommodation) renders him mentally or physically incapable of performing the duties and services required of him hereunder for a period of at least 120 consecutive days or for a period of 180 business days during any 12-month period; (c) for cause, which for purposes of this Agreement shall mean each of the following: (i) a material act or material acts of dishonesty or disloyalty by Employee adversely affecting the Company; (ii) Employee's breach of any of his obligations of this Agreement; (iii) Employee's gross negligence or willful misconduct in performance of the duties and services required of him pursuant to this Agreement; or (iv) Employee's conviction of a felony, or Employee's conviction of a misdemeanor involving moral turpitude. (d) by "Constructive Termination," which for purposes of this Agreement shall mean each of the following: (i) a material diminution of Employee's responsibilities, including, without limitation, title and reporting relationship; (ii) relocation of any Provo, Utah office of the Company without the consent of Employee; or (iii) a material reduction in Employee's compensation and benefits received hereunder. (e) in the sole discretion of the Board of Directors without cause; PROVIDED, HOWEVER, in such case the Company shall give 15 days prior written notice to Employee of its intention to terminate Employee's employment with the Company and shall continue to provide compensation to Employee in accordance with the terms set forth in Section 4.1(e) hereof. Section 2.3 Employee shall have the right to terminate his employment under this Agreement at any time in accordance with the following provisions: (a) a breach by the Company of any of its obligations under this Agreement which, if correctable, remains uncorrected for 30 days following written notice specifying such breach given by Employee to the Company; or (b) In the sole discretion of Employee, PROVIDED, HOWEVER, in such case Employee shall give 15 days prior written notice to the Company of his intention to terminate his employment with the Company. Section 2.4 If the Company desires to terminate Employee's employment hereunder as provided in Section 2.2 hereof or Employee desires to terminate Employee's employment hereunder as provided in Section 2.3 hereof, it or he shall do so by giving written notice to the other party that it or he has elected to terminate Employee's employment hereunder and stating the effective date and reason, if any, for such termination. In the event of such termination, the provisions of Articles IV through IX hereof shall continue to apply in accordance with their terms. Any question as to whether and when there has been a termination of Employee's employment, and the cause of such termination, shall be determined by the Board of Directors in its sole discretion.

Term and Termination of Employment. Section 2.1 Unless sooner terminated pursuant to other provisions hereof, the Company agrees to employ Employee for a three-year period beginning Employee’s initial term of employment under this Agreement shall commence on the Effective Date, and thereafter automatically extend the term effective date of this Agreement and shall continue thereafter for a period of three years. At the expiration of the initial term, Employee’s term of employment shall automatically renew on each one-year anniversary thereafter for successive one-year periods renewal terms unless and until such time as otherwise terminated by either party shall give by providing the other with not less than Sixty (60) days prior written notice of such party’s intention to the other at least 15 days prior to the expiration of the then current term that no such automatic extension shall occur, in which event Employee's employment shall terminate on the expiration of the then current term. Section 2.2 this Agreement. Notwithstanding the provisions of Section 2.1 hereofforegoing, however, the Company parties acknowledge and agree that: (i) Employee’s employment hereunder shall immediately terminate upon Employee’s death or disability (which, for purposes of this Agreement, “disability” shall mean any physical or mental impairment that prevents Employee from performing the essential functions of his position with or without accommodation); and (ii) Cardinal Ethanol shall have the right to terminate Employee's ’s employment under this Agreement at any time in accordance with the following provisions: “For Cause” upon Ten (a10) upon days prior written notice to Employee's death; (b) upon Employee's becoming incapacitated or disabled by accident, sickness or other circumstance which impairment (despite reasonable accommodation) renders him mentally or physically incapable of performing the duties and services required of him hereunder for a period of at least 120 consecutive days or for a period of 180 business days during any 12-month period; (c) for cause, which for . For purposes of this Agreement Agreement, the term “For Cause” shall mean each of have the followingfollowing meaning: (i) a material act or material acts of dishonesty or disloyalty by Employee adversely affecting the Company; (ii) A. Employee's breach of any of his obligations of this Agreement; (iii) Employee's ’s gross negligence or negligence, willful misconduct in the performance of the duties and services required of him Employee pursuant to this Agreement; orAgreement or as assigned by Cardinal Ethanol’s board of directors; (iv) B. Employee's ’s conviction of a felonyfelony or serious misdemeanor; C. Employee’s material breach of any material provision of this Agreement which remains uncorrected for thirty (30) days following notice to Employee by Cardinal Ethanol for such breach; D. Misconduct in connection with the performance of any of Employee’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or Employee's conviction any violation of a misdemeanor involving moral turpitudelaw or regulations on Company premises or to which the Company is subject; E. Commission by Employee of dishonesty, theft, or unethical business conduct, or conduct that impairs or injures the reputation of, or hxxxx the Company; F. Disloyalty by the Employee or failure to cooperate in any investigation by or on behalf of the Company.

Term and Termination of Employment. Section 2.1 Unless sooner terminated pursuant to other provisions hereof, the Company agrees to employ Employee for a three-year period beginning on the Effective Date, and thereafter automatically extend the term of this Agreement for successive one-year periods unless and until such time as either party shall give written notice to the other at least 15 days prior to the expiration of the then current term that no such automatic extension shall occur, in which event Employee's ’s employment shall terminate on the expiration of the then current term. Section 2.2 Notwithstanding the provisions of Section 2.1 hereof, the Company shall have the right to terminate Employee's ’s employment under this Agreement at any time in accordance with the following provisions: (a) upon Employee's ’s death; (b) upon Employee's ’s becoming incapacitated or disabled by accident, sickness or other circumstance which impairment (despite reasonable accommodation) renders him mentally or physically incapable of performing the duties and services required of him hereunder for a period of at least 120 consecutive days or for a period of 180 business days during any 12-month period; (c) for cause, which for purposes of this Agreement shall mean each of the following: (i) a material act or material acts of dishonesty or disloyalty by Employee adversely affecting the Company; (ii) Employee's ’s breach of any of his obligations of this Agreement; (iii) Employee's ’s gross negligence or willful misconduct in performance of the duties and services required of him pursuant to this Agreement; or (iv) Employee's ’s conviction of a felony, or Employee's ’s conviction of a misdemeanor involving moral turpitude. (d) by “Constructive Termination,” which for purposes of this Agreement shall mean each of the following: (i) a material diminution of Employee’s responsibilities, including, without limitation, title and reporting relationship; (ii) relocation of any New York, New York office of the Company without the consent of Employee; or (iii) a material reduction in Employee’s compensation and benefits received hereunder. (e) in the sole discretion of the Board of Directors without cause; provided, however, in such case the Company shall give 15 days prior written notice to Employee of its intention to terminate Employee’s employment with the Company and shall continue to provide compensation to Employee in accordance with the terms set forth in Section 4.1(e) hereof. Section 2.3 Employee shall have the right to terminate his employment under this Agreement at any time in accordance with the following provisions: (a) a breach by the Company of any of its obligations under this Agreement which, if correctable, remains uncorrected for 30 days following written notice specifying such breach given by Employee to the Company; or (b) in the sole discretion of Employee, provided, however, in such case Employee shall give 15 days prior written notice to the Company of his intention to terminate his employment with the Company. Section 2.4 If the Company desires to terminate Employee’s employment hereunder as provided in Section 2.2 hereof or Employee desires to terminate Employee’s employment hereunder as provided in Section 2.3 hereof, it or he shall do so by giving written notice to the other party that it or he has elected to terminate Employee’s employment hereunder and stating the effective date and reason, if any, for such termination. In the event of such termination, the provisions of Articles IV through IX hereof shall continue to apply in accordance with their terms. Any question as to whether and when there has been a termination of Employee’s employment, and the cause of such termination, shall be determined by the Board of Directors in its sole discretion.

Term and Termination of Employment. Section 2.1 Unless sooner terminated pursuant to other provisions hereof, the Company agrees to employ Employee Galt for a three-year period beginning on with the Effective Dateeffective date of this Agreement and terminating December 31, and thereafter 1986. Beginning December 31, 1984, said term of employment shall be extended automatically extend as of each December 31 for successive one (1) year periods until such time, prior to December 31 of any year during the term of this Agreement for successive one-year periods unless and until such time employment, as either party shall give written notice to the other at least 15 days prior to the expiration of the then current term that no further such automatic extension extensions shall occur, in which event EmployeeGalt's employment shall terminate on the expiration December 31 of the then current termsecond calendar year following such notice. Section 2.2 Notwithstanding the provisions of Section 2.1 hereofparagraph 2.1, the Company shall have the right to terminate EmployeeGalt's employment under this Agreement at any time in accordance with for any of the following provisionsreasons: (ai) upon EmployeeGalt's death; (bii) upon EmployeeGalt's becoming incapacitated or disabled by accident, sickness or other circumstance which impairment (despite reasonable accommodation) renders him mentally or physically incapable of performing the duties and services required of him hereunder for a period of at least 120 consecutive days or for a period of 180 business days during any twelve (12-) month period; (ciii) for cause, which for purposes of this Agreement shall mean each of the following: (i) a material act or material acts of dishonesty or disloyalty by Employee adversely affecting the Company; (ii) Employee's breach of any of his obligations of this Agreement; (iii) EmployeeGalt's gross negligence or willful misconduct in performance of the duties and services required of him pursuant to this Agreement; or (iv) Employee, or Galt's final conviction of a felony, felony or Employee's conviction of a misdemeanor involving moral turpitude; (iv) for Galt's material breach of any material provision of this Agreement which, if correctable, remains uncorrected for thirty (30) days following written notice to Galt by the Company of such breach; or (v) for any other reason whatsoever, in the sole discretion of the Board of Directors of the Company. 2.3 Notwithstanding the provisions of paragraph 2.1, Galt shall have the right to terminate his employment under this Agreement at any time for any of the following reasons: (i) the assignment to Galt by the Board of Directors of duties materially inconsistent with the duties of the Company's Chief Executive Officer as such duties are constituted as of the effective date of this Agreement; (ii) the failure of the Company to elect or appoint, or to re-elect or reappoint, Galt to the offices described in paragraph 1.2 of this Agreement; (iii) the occurrence of a "change of control." For purposes of this paragraph 2.3(iii), a "change of control" shall be deemed to have occurred if: (i) any person (other than Galt, the Company, Xxx X. Xxxxxxx and/or Finial Investment Corporation) including a "group" as determined in accordance with Section 13(d)(3) of the Securities Exchange Act of 1934, becomes the beneficial owner of shares of the Company having 40% or more of the total number of votes that may be cast for the election of directors of the Company; or (ii) as a result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of Directors of the Company or any successor to the Company; (iv) a material breach by the Company of any material provision of this Agreement which, if correctable, remains uncorrected for thirty (30) days following written notice of such breach by Galt to the Company; or (v) for any other reason whatsoever, in the sole discretion of Galt. 2.4 If the Company or Galt desires to terminate Galt's employment hereunder at any time prior to expiration of the term of employment as provided in paragraph 2.1, it or he shall do so by giving written notice to the other party that it or he has elected to terminate Galt's employment hereunder and stating the effective date and reason for such termination, provided that no such action shall alter or amend any other provisions hereof or rights arising hereunder. Such notice shall also, to the extent material to any right or obligation hereunder, constitute notice under paragraph 2.1 of the discontinuance of any further automatic extensions of the term of paragraph 2.1.