Common use of Term of Employment; Termination Clause in Contracts

Term of Employment; Termination. The term of Employee's employment hereunder shall commence on March 1, 1996 ("Commencement Date"), and shall continue until December 31, 1998 unless terminated prior thereto by the first to occur of the following (the "Employment Termination Date"): a. the delivery by the Company to Employee of written notice of termination without "cause" (as defined in subsection (b) below). If a Change in Control of the Company (as hereinafter defined) occurs and (i) Employee is relocated to an office over fifty (50) miles from the Company's current headquarters at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000; or (ii) Employee's duties and responsibilities are changed so that Employee does not have duties and responsibilities of a scope substantially equivalent to or greater than the scope of Employee's duties and responsibilities immediately prior to such Change in Control, at the election of Employee within thirty (30) days of such change, such change shall also be deemed a termination by the Company without cause pursuant to this Section 4(a) (a "Constructive Termination"). For purposes of this Agreement, a "Change in Control" of the Company shall mean (i) the acquisition by any person (other than Employee), corporation, partnership or other person or entity, including a "person" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 25% or more beneficial ownership (as defined in Rule 13d in effect as of such date under the Exchange Act) of the outstanding voting stock of the Company; (ii) the merger or consolidation of the Company and any other corporation or entity, other than a merger or consolidation in which holders of the outstanding voting stock of the Company immediately prior to such merger or consolidation hold greater than 50% of the outstanding voting stock of the surviving entity immediately after such merger or consolidation; or (iii) the sale of all or substantially all of the assets of the Company, other than pursuant to a plan of liquidation adopted in accordance with Section 3 of the Company's Restated Certificate of Incorporation, as amended. The Company and Employee agree that no Change in Control shall be deemed to have occurred prior to September 1, 1998;"

Term of Employment; Termination. The term of Employee's employment hereunder shall commence on March as of September 1, 1996 1998 ("Commencement Date"), and shall continue until December 31, 1998 unless terminated prior thereto by the first to occur of the following (the "Employment Termination Date"): a. the delivery by the Company to Employee of written notice of termination without "cause" (as defined in subsection (b) below). If a Change in Control of the Company (as hereinafter defined) occurs and (i) Employee is relocated to an office over fifty (50) miles from the Company's current headquarters at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000; or (ii) Employee's duties and responsibilities are changed so that Employee does not have duties and responsibilities of a scope substantially equivalent to or greater than the scope of Employee's duties and responsibilities immediately prior to such Change in Control, at the election of Employee within thirty (30) days of such change, such change shall also be deemed a termination by the Company without cause pursuant to this Section 4(a) (a "Constructive Termination"). For purposes of this Agreement, a "Change in Control" of the Company shall mean (i) the acquisition by any person (other than Employee), corporation, partnership or other person or entity, including a "person" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 25% or more beneficial ownership (as defined in Rule 13d in effect as of such date under the Exchange Act) of the outstanding voting stock of the Company; (ii) the merger or consolidation of the Company and any other corporation or entity, other than a merger or consolidation in which holders of the outstanding voting stock of the Company immediately prior to such merger or consolidation hold greater than 50% of the outstanding voting stock of the surviving entity immediately after such merger or consolidation; or (iii) the sale of all or substantially all of the assets of the Company, other than pursuant to a plan of liquidation adopted in accordance with Section 3 of the Company's Restated Certificate of Incorporation, as amended. The Company and Employee agree that no Change in Control shall be deemed to have occurred prior to September 1, 1998; b. the delivery by the Company to Employee of written notice of termination for "cause." The term "cause" means any termination by the Company by reason of (i) persistent and willful neglect of material duties by Employee after written notice and an opportunity to immediately cure such neglect to the satisfaction of the Board of Directors; (ii) the entry against Employee of a guilty plea, or a conviction, judgment or order in any proceeding of which Employee had notice and the opportunity to defend himself before any court relating to (y) a willful violation of any material law, rule or regulation applicable to the business of the Company or its subsidiaries or affiliates, unless such breach arises out of and is consistent with the express written direction of the Board of Directors or is undertaken with the express prior written consent of the Board of Directors, or (z) a violation of any law involving fraud, deceit or criminal misrepresentation; (iii) the entry against Employee of a guilty plea, or a conviction or judgment in any proceeding of which Employee had notice and the opportunity to defend himself before any court relating to any charge which would constitute a felony if convicted; (iv) Employee engaging in any act involving moral turpitude, which act is, or could reasonably be expected to be, injurious to the financial interests or reputation of the Company or any of its subsidiaries or affiliates in any material respect; (v) Employee willfully misappropriating substantial assets of the Company or any of its subsidiaries or affiliates; (vi) Employee engaging in gross misconduct which is, or which could reasonably be expected to be, injurious to the Company or any of its subsidiaries or affiliates in any material respect; or (vii) Employee breaching any provisions of this Agreement and such breach has a material adverse effect on the Company after written notice and an opportunity to immediately cure such breach to the satisfaction of the Board of Directors, unless such breach arises out of and is consistent with the express written direction of the Board of Directors or is undertaken with the express prior written consent of the Board of Directors;

Term of Employment; Termination. The term of Employee's employment hereunder shall commence on March 1, 1996 1997 ("Commencement Date"), and shall continue until December 31, 1998 unless terminated prior thereto by the first to occur of the following (the "Employment Termination Date"): a. the delivery by the Company to Employee of written notice of termination without "cause" (as defined in subsection (b) below). If a Change in Control of the Company (as hereinafter defined) occurs and (i) Employee is relocated to an office over fifty (50) miles from the Company's current headquarters office at 000 0000 Xxxxxxxx Xxxxxx-Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxx 00000; or (ii) Employee's duties and responsibilities are changed so that Employee does not have duties and responsibilities of a scope substantially equivalent to or greater than the scope of Employee's duties and responsibilities immediately prior to such Change in Control, at the election of Employee within thirty (30) days of such change, such change shall also be deemed a termination by the Company without cause pursuant to this Section 4(a) (a "Constructive Termination"). For purposes of this Agreement, a "Change in Control" of the Company shall mean (i) the acquisition by any person (other than Employee), corporation, partnership or other person or entity, including a "person" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 25% or more beneficial ownership (as defined in Rule 13d in effect as of such date under the Exchange Act) of the outstanding voting stock of the Company; (ii) the merger or consolidation of the Company and any other corporation or entity, other than a merger or consolidation in which holders of the outstanding voting stock of the Company immediately prior to such merger or consolidation hold greater than 50% of the outstanding voting stock of the surviving entity immediately after such merger or consolidation; or (iii) the sale of all or substantially all of the assets of the Company, other than pursuant to a plan of liquidation adopted in accordance with Section 3 of the Company's Restated Certificate of Incorporation, as amended. The Company and Employee agree that no Change in Control shall be deemed to have occurred prior to September 1, 1998;" The last two (2) lines of subsection 4(e) of the Agreement are amended in their entirety as follows: "Section 8 hereof with respect to non-disclosure, Section 9 hereof with respect to the return of Company property, or Section 10 hereof with respect to noncompetition."

Term of Employment; Termination. The term of Employee's employment hereunder shall commence on March 1, 1996 1997 ("Commencement Date"), and shall continue until December 31, 1998 unless terminated prior thereto by the first to occur of the following (the "Employment Termination Date"): a. the delivery by the Company to Employee of written notice of termination without "cause" (as defined in subsection (b) below). If a Change in Control of the Company (as hereinafter defined) occurs and (i) Employee is relocated to an office over fifty (50) miles from the Company's current headquarters at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000; or (ii) Employee's duties and responsibilities are changed so that Employee does not have duties and responsibilities of a scope substantially equivalent to or greater than the scope of Employee's duties and responsibilities immediately prior to such Change in Control, at the election of Employee within thirty (30) days of such change, such change shall also be deemed a termination by the Company without cause pursuant to this Section 4(a) (a "Constructive Termination"). For purposes of this Agreement, a "Change in Control" of the Company shall mean (i) the acquisition by any person (other than Employee), corporation, partnership or other person or entity, including a "person" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 25% or more beneficial ownership (as defined in Rule 13d in effect as of such date under the Exchange Act) of the outstanding voting stock of the Company; (ii) the merger or consolidation of the Company and any other corporation or entity, other than a merger or consolidation in which holders of the outstanding voting stock of the Company immediately prior to such merger or consolidation hold greater than 50% of the outstanding voting stock of the surviving entity immediately after such merger or consolidation; or (iii) the sale of all or substantially all of the assets of the Company, other than pursuant to a plan of liquidation adopted in accordance with Section 3 of the Company's Restated Certificate of Incorporation, as amended. The Company and Employee agree that no Change in Control shall be deemed to have occurred prior to September 1, 1998;" The last two (2) lines of subsection 4(e) of the Agreement are amended in their entirety to read as follows: "Section 8 hereof with respect to non-disclosure, Section 9 hereof with respect to the return of Company property, or Section 10 hereof with respect to noncompetition."

Term of Employment; Termination. The term of Employee's employment hereunder shall commence on March 1, 1996 1997 ("Commencement Date"), and shall continue until December 31, 1998 unless terminated prior thereto by the first to occur of the following (the "Employment Termination Date"): a. the delivery by the Company to Employee of written notice of termination without "cause" (as defined in subsection (b) below). If a Change in Control of the Company (as hereinafter defined) occurs and (i) Employee is relocated to an office over fifty (50) miles from the Company's current headquarters office at 000 0000 Xxxxxxxx Xxxxxx-Xxxxx 000, XxxxxxXxxxxxx, Xxxxxxxxxxxxx Xxxxxxx 00000; or (ii) Employee's duties and responsibilities are changed so that Employee does not have duties and responsibilities of a scope substantially equivalent to or greater than the scope of Employee's duties and responsibilities immediately prior to such Change in Control, at the election of Employee within thirty (30) days of such change, such change shall also be deemed a termination by the Company without cause pursuant to this Section 4(a) (a "Constructive Termination"). For purposes of this Agreement, a "Change in Control" of the Company shall mean (i) the acquisition by any person (other than Employee), corporation, partnership or other person or entity, including a "person" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 25% or more beneficial ownership (as defined in Rule 13d in effect as of such date under the Exchange Act) of the outstanding voting stock of the Company; (ii) the merger or consolidation of the Company and any other corporation or entity, other than a merger or consolidation in which holders of the outstanding voting stock of the Company immediately prior to such merger or consolidation hold greater than 50% of the outstanding voting stock of the surviving entity immediately after such merger or consolidation; or (iii) the sale of all or substantially all of the assets of the Company, other than pursuant to a plan of liquidation adopted in accordance with Section 3 of the Company's Restated Certificate of Incorporation, as amended. The Company and Employee agree that no Change in Control shall be deemed to have occurred prior to September 1, 1998;"