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). Any termination of this Agreement within two years of a Change in Control of the Company (as herein defined) also shall be deemed a termination by the Company. For purposes of this Agreement, a "Change in Control" of the Company shall mean (i) the acquisition by any person (other than the Employee), corporation, partnership or other person or entity of 10% or more beneficial ownership (as defined in Rule 13d in effect as of such date under the Securities Exchange Act of 1934) of the outstanding voting stock of the Company; (ii) the merger or consolidation of the Company and any other corporation or entity; or (iii) the sale of all or substantially all of the assets of the Company; (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 herself 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 herself before any court relating to any charge which would constitute a felony (other than negligent vehicular homicide) 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). Any termination of this Agreement within two years of a Change in Control of the Company (as herein defined) also shall be deemed a termination by the Company. For purposes of this Agreement, a "Change in Control" of the Company shall mean (i) the acquisition by any person (other than the Employee), corporation, partnership or other person or entity of 10% or more beneficial ownership (as defined in Rule 13d in effect as of such date under the Securities Exchange Act of 1934) of the outstanding voting stock of the Company; (ii) the merger or consolidation of the Company and any other corporation or entity; or (iii) the sale of all or substantially all of the assets of the Company;. (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 herself 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 herself himself before any court relating to any charge which would constitute a felony (other than negligent vehicular homicide) 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 as of 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). Any termination of this Agreement within two years of a Change in Control of the Company (as herein defined) also shall be deemed a termination by the Company. For purposes of this Agreement, a "Change in Control" of the Company shall mean (i) the acquisition by any person (other than the Employee), corporation, partnership or other person or entity of 10% or more beneficial ownership (as defined in Rule 13d in effect as of such date under the Securities Exchange Act of 1934) of the outstanding voting stock of the Company; (ii) the merger or consolidation of the Company and any other corporation or entity; or (iii) the sale of all or substantially all of the assets of the Company; (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 herself 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 herself himself before any court relating to any charge which would constitute a felony (other than negligent vehicular homicide) 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 as of 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). Any termination of this Agreement within two years of a Change in Control of the Company (as herein defined) also shall be deemed a termination by the Company. For purposes of this Agreement, a "Change in Control" of the Company shall mean (i) the acquisition by any person (other than the Employee), corporation, partnership or other person or entity of 10% or more beneficial ownership (as defined in Rule 13d in effect as of such date under the Securities Exchange Act of 1934) of the outstanding voting stock of the Company; (ii) the merger or consolidation of the Company and any other corporation or entity; or (iii) the sale of all or substantially all of the assets of the Company;. (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 herself 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 herself himself before any court relating to any charge which would constitute a felony (other than negligent vehicular homicide) 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 as of 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). Any termination of this Agreement within two years of a Change in Control of the Company (as herein defined) also shall be deemed a termination by the Company. For purposes of this Agreement, a "Change in Control" of the Company shall mean (i) the acquisition by any person (other than the Employee), corporation, partnership or other person or entity of 10% or more beneficial ownership (as defined in Rule 13d in effect as of such date under the Securities Exchange Act of 1934) of the outstanding voting stock of the Company; (ii) the merger or consolidation of the Company and any other corporation or entity; or (iii) the sale of all or substantially all of the assets of the Company; (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 herself 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 herself himself before any court relating to any charge which would constitute a felony (other than negligent vehicular homicide) 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;