Common use of TERMINATION AND FURTHER COMPENSATION Clause in Contracts

TERMINATION AND FURTHER COMPENSATION. (a) The employment of Employee under this Agreement, and the term hereof, subject to Employee's rights set forth elsewhere herein, may be terminated by Employer: (i) in the event that the Fund fails to obtain Qualifying Capital Contributions aggregating at least $30,000,000 on or before October 31, 1998, or (ii) on death or Permanent Disability of Employee, or (iii) for cause at any time by action of the Board or the Committee. For purposes hereof, the term "cause" shall mean: A. an intentional act of fraud, embezzlement, theft or any other material violation of law in connection with Employee's duties or in the course of her employment with Employer; B. intentional wrongful damage to material assets of Employer or CRSI; 213 C. intentional wrongful disclosure of material confidential information of Employer or CRSI; D. intentional wrongful engagement in any competitive activity which would constitute a material breach of the duty of loyalty; or E. breach of any material term of this Agreement. No act, or failure, to act, on the part of Employee shall be deemed "intentional", or provide the basis for termination for cause, if it was due primarily to an error in judgment or negligence without bad faith or reckless disregard, but shall be deemed "intentional" only if done, or omitted to be done, by Employee not in good faith and without reasonable belief that her action or omission was in or not opposed to the best interest of Employer. Failure to meet performance standards or objectives of Employer shall not constitute cause for purposes hereof. Further, in the event Employer terminates Employee for "cause", Employer shall give Employee written notice as to the specific circumstances giving rise to its decision to terminate Employee for cause ("Notice"), and, Employee shall be given the opportunity to respond, with counsel, to Employer's decision and Employer's articulated circumstances, such responses shall be before the Board or the Committee and shall take place within fourteen (14) days of Employer's Notice. Any termination by reason of the foregoing shall not be in limitation of any other right or remedy Employer may have under this Agreement or otherwise. On any termination of this Agreement, Employee shall be deemed to have resigned from all offices and directorships held by Employee in CRSI and any subsidiaries and affiliates of CRSI (including Employer). (b) In the event of termination of this Agreement for any of the reasons set forth in Section 6(a)(iii) hereof, Employee shall be entitled to no further compensation or other benefits under this Agreement, except as to (i) that portion of any unpaid Base Compensation reduced by any and all payments made, or to be made, to Employee pursuant to the Disability Policy and other benefits accrued and earned by her hereunder up to and including the effective date of such termination; and (ii) any of her shares of Restricted Stock and Stock Options that have vested in accordance with the provisions of Section 3(c) of this Agreement and the Award Agreements. (c) In the event that Employee's employment is terminated by Employer other than pursuant to Section 6(a) of this Employment Agreement during the Original Term or any Renewal Term of this Employment Agreement or in the event that the Original Term or any Renewal Term of this Employment Agreement shall have expired and shall not have been renewed and Employee thereupon ceases to be employed by CRSI or any of its subsidiaries, Employee shall be entitled to receive: (i) an amount equal to her Base Compensation, and any other benefits due Employee under Section 4 of this Agreement, payable for the then unexpired portion of the Original Term, if any, plus the immediately 214 succeeding nine (9) months; (ii) the Cash Bonus, if any, applicable to the fiscal year and one-year period, respectively, in which such cessation of employment occurs, as such Cash Bonus is determined under Section 3(b) of this Employment Agreement but on a prorated basis calculated in the manner contemplated by Section 5(a) of this Employment Agreement; and (iii) all of her shares of Restricted Stock and the future right to receive the Fund Incentive Payment awarded pursuant to Section 3(c)(iii) of this Employment Agreement and Stock Options immediately fully vested, and otherwise free of any forfeiture provisions or other restrictions imposed under the Award Agreements except for any restrictions or limitations imposed by applicable state and federal securities laws and regulations. In the event that Employee's employment is terminated without cause during a Renewal Term, Employee will be entitled to receive all of the compensation and benefits provided for in the immediately preceding sentence; except that Employee's Base Compensation will continue solely for the nine (9) month period immediately following such termination, irrespective of the originally scheduled duration of the then current Renewal Term. Upon any such termination by Employer, other than for "cause", Employee's obligations to Employer hereunder shall terminate. (d) In the event that Employee shall resign from employment during the Original Term or any Renewal Term of this Employment Agreement for any reason other than a breach by Employer of the terms of this Agreement, Employee shall be entitled to receive solely (i) that portion of any unpaid Base Compensation and other benefits accrued and earned by her hereunder up to, and including, the effective date of such Resignation; and (ii) any of her shares of Restricted Stock and Stock Options that have vested in accordance with the provisions of Section 3(c) of this Employment Agreement and the Award Agreements.

TERMINATION AND FURTHER COMPENSATION. (a) The employment of Employee under this Agreement, and the term hereof, subject to Employee's rights set forth elsewhere herein, may be terminated by Employer: (i) in the event that the Fund fails to obtain Qualifying Capital Contributions aggregating at least $30,000,000 on or before October 31, 1998, or (ii) on death or Permanent Disability of Employee, or (iiiii) for cause at any time by action of the Board or the CommitteeBoard. For purposes hereof, the term "cause" shall mean: A. an intentional act of fraud, embezzlement, theft or any other material violation of law in connection with Employee's duties or in the course of her his employment with Employer; B. intentional wrongful damage to material assets of Employer or CRSI; 213Employer; C. intentional wrongful disclosure of material confidential information of Employer or CRSIEmployer; D. intentional wrongful engagement in any competitive activity which would constitute a material breach of the duty of loyalty; or E. breach of any material term of this Agreement. No act, or failure, to act, on the part of Employee shall be deemed "intentional", or provide the basis for termination for cause, if it was due primarily to an error in judgment or negligence without bad faith or reckless disregard, but shall be deemed "intentional" only if done, or omitted to be done, by Employee not in good faith and without reasonable belief that her his action or omission was in or not opposed to the best interest of Employer. Failure to meet performance standards or objectives of Employer shall not constitute cause for purposes hereof. Further, in the event Employer terminates Employee for "cause", Employer shall give Employee written notice as to the specific circumstances giving rise to its decision to terminate Employee for cause ("Notice"), and, Employee shall be given the opportunity to respond, with counsel, to Employer's decision and Employer's articulated circumstances, such responses shall be before the Board or the Committee of Directors of Employer and shall take place within fourteen (14) days of Employer's Notice. Any termination by reason of the foregoing shall not be in limitation of any other right or remedy Employer may have under this Agreement or otherwise. On any termination of this Agreement, Employee shall be deemed to have resigned from all offices and directorships held by Employee in CRSI and any subsidiaries and affiliates of CRSI (including Employer). (b) In the event of termination of this Agreement for any of the reasons set forth in Section 6(a)(iii) hereof, Employee shall be entitled to no further compensation or other benefits under this Agreement, except as to (i) that portion of any unpaid Base Compensation reduced by any and all payments made, or to be made, to Employee pursuant to the Disability Policy and other benefits accrued and earned by her hereunder up to and including the effective date of such termination; and (ii) any of her shares of Restricted Stock and Stock Options that have vested in accordance with the provisions of Section 3(c) of this Agreement and the Award Agreements. (c) In the event that Employee's employment is terminated by Employer other than pursuant to Section 6(a) of this Employment Agreement during the Original Term or any Renewal Term of this Employment Agreement or in the event that the Original Term or any Renewal Term of this Employment Agreement shall have expired and shall not have been renewed and Employee thereupon ceases to be employed by CRSI or any of its subsidiaries, Employee shall be entitled to receive: (i) an amount equal to her Base Compensation, and any other benefits due Employee under Section 4 of this Agreement, payable for the then unexpired portion of the Original Term, if any, plus the immediately 214 succeeding nine (9) months; (ii) the Cash Bonus, if any, applicable to the fiscal year and one-year period, respectively, in which such cessation of employment occurs, as such Cash Bonus is determined under Section 3(b) of this Employment Agreement but on a prorated basis calculated in the manner contemplated by Section 5(a) of this Employment Agreement; and (iii) all of her shares of Restricted Stock and the future right to receive the Fund Incentive Payment awarded pursuant to Section 3(c)(iii) of this Employment Agreement and Stock Options immediately fully vested, and otherwise free of any forfeiture provisions or other restrictions imposed under the Award Agreements except for any restrictions or limitations imposed by applicable state and federal securities laws and regulations. In the event that Employee's employment is terminated without cause during a Renewal Term, Employee will be entitled to receive all of the compensation and benefits provided for in the immediately preceding sentence; except that Employee's Base Compensation will continue solely for the nine (9) month period immediately following such termination, irrespective of the originally scheduled duration of the then current Renewal Term. Upon any such termination by Employer, other than for "cause", Employee's obligations to Employer hereunder shall terminate. (d) In the event that Employee shall resign from employment during the Original Term or any Renewal Term of this Employment Agreement for any reason other than a breach by Employer of the terms of this Agreement, Employee shall be entitled to receive solely (i) that portion of any unpaid Base Compensation and other benefits accrued and earned by her hereunder up to, and including, the effective date of such Resignation; and (ii) any of her shares of Restricted Stock and Stock Options that have vested in accordance with the provisions of Section 3(c) of this Employment Agreement and the Award Agreements.right

TERMINATION AND FURTHER COMPENSATION. (a) The employment of Employee under this Agreement, and the term hereof, subject to Employee's rights set forth elsewhere herein, may be terminated by Employer: (i) in the event that the Fund fails to obtain Qualifying Capital Contributions aggregating at least $30,000,000 on or before October 31, 1998, or (ii) on death or Permanent Disability of Employee, or (iiiii) for cause at any time by action of the Board or the CommitteeBoard. For purposes hereof, the term "cause" shall mean: A. an intentional act of fraud, embezzlement, theft or any other material violation of law in connection with Employee's duties or in the course of her his employment with Employer; B. intentional wrongful damage to material assets of Employer or CRSI; 213Employer; C. intentional wrongful disclosure of material confidential information of Employer or CRSIEmployer; D. intentional wrongful engagement in any competitive activity which would constitute a material breach of the duty of loyalty; or E. breach of any material term of this Agreement. 111 No act, or failure, to act, on the part of Employee shall be deemed "intentional", or provide the basis for termination for cause, if it was due primarily to an error in judgment or negligence without bad faith or reckless disregard, but shall be deemed "intentional" only if done, or omitted to be done, by Employee not in good faith and without reasonable belief that her his action or omission was in or not opposed to the best interest of Employer. Failure to meet performance standards or objectives of Employer shall not constitute cause for purposes hereof. Further, in the event Employer terminates Employee for "cause", Employer shall give Employee written notice as to the specific circumstances giving rise to its decision to terminate Employee for cause ("Notice"), and, Employee shall be given the opportunity to respond, with counsel, to Employer's decision and Employer's articulated circumstances, such responses shall be before the Board or the Committee of Directors of Employer and shall take place within fourteen (14) days of Employer's Notice. Any termination by reason of the foregoing shall not be in limitation of any other right or remedy Employer may have under this Agreement or otherwise. On any termination of this Agreement, Employee shall be deemed to have resigned from all offices and directorships held by Employee in CRSI Employer and any subsidiaries and affiliates of CRSI (including Employer). (b) In the event of termination of this Agreement for any of the reasons set forth in Section 6(a)(iii6(a)(ii) hereof, Employee shall be entitled to no further compensation or other benefits under this Agreement, except as to (i) that portion of any unpaid Base Compensation reduced by any and all payments made, or to be made, to Employee pursuant to the Disability Policy and other benefits accrued and earned by her him hereunder up to and including the effective date of such termination; and (ii) any of her his shares of Restricted Stock and Stock Options that have vested in accordance with the provisions of Section 3(c) of this Agreement and the Award AgreementsAgreement. (c) In the event that Employee's employment is terminated by Employer other than pursuant to Section 6(a) of this Employment Agreement without cause during the Original Term or any Renewal Term of this Employment Agreement or in the event that the Original Term or any Renewal Term of this Employment Agreement shall have expired and shall not have been renewed and Employee thereupon ceases to be employed by CRSI or any of its subsidiariesEmployer, Employee shall be entitled to receive: (i) an amount equal to her his Base Compensation, and any other benefits due Employee under Section 4 of this Agreement, payable for the then unexpired portion of the Original Term, if any, plus the immediately 214 succeeding nine (9) months; (ii) the Cash Bonus, if any, applicable to the fiscal year and one-year period, respectively, in which such cessation of employment occurs, as such Cash Bonus is determined under Section 3(b) of this Employment Agreement but on a prorated basis calculated in the manner contemplated by Section 5(a) of this Employment Agreement; and (iii) all of her his shares of Restricted Stock and the future right to receive the Fund Incentive Payment awarded pursuant to Section 3(c)(iii3(d)(i) of this Employment Agreement (but not, however, any shares of Restricted Stock awarded pursuant to Section 3(d)(ii) of this Agreement which have not theretofore vested) and Stock Options immediately fully vested, and otherwise free of any forfeiture provisions or other restrictions imposed under the Award Agreements except for any restrictions or limitations imposed by applicable state and federal securities laws and regulations. In the event that Employee's employment is terminated without cause during a Renewal Term, Employee will be entitled to receive all of the compensation and benefits provided for in the immediately preceding sentence; except that Employee's Base Compensation will continue solely for the nine (9) 112 month period immediately following such termination, irrespective of the originally scheduled duration of the then current Renewal Term. Upon any such termination by Employer, other than for "cause", Employee's obligations to Employer hereunder shall terminate. (d) In the event that Employee shall resign from employment during the Original Term or any Renewal Term of this Employment Agreement for any reason other than a breach by Employer of the terms of this Agreement, Employee shall be entitled to receive solely (i) that portion of any unpaid Base Compensation and other benefits accrued and earned by her hereunder up to, and including, the effective date of such Resignation; and (ii) any of her shares of Restricted Stock and Stock Options that have vested in accordance with the provisions of Section 3(c) of this Employment Agreement and the Award Agreements.

TERMINATION AND FURTHER COMPENSATION. (a) The employment of Employee under this Agreement, and the term hereof, subject to Employee's rights set forth elsewhere herein, may be terminated by Employer: (i) in the event that the Fund fails to obtain Qualifying Capital Contributions aggregating at least $30,000,000 on or before October 31, 1998, or (ii) on death or Permanent Disability of Employee, or (iiiii) for cause at any time by action of the Board or the CommitteeBoard. For purposes hereof, the term "cause" shall mean: A. an intentional act of fraud, embezzlement, theft or any other material violation of law in connection with Employee's duties or in the course of her his employment with Employer; B. intentional wrongful damage to material assets of Employer or CRSI; 213Employer; C. intentional wrongful disclosure of material confidential information of Employer or CRSIEmployer; D. intentional wrongful engagement in any competitive activity which would constitute a material breach of the duty of loyalty; or E. breach of any material term of this Agreement. 138 No act, or failure, to act, on the part of Employee shall be deemed "intentional", or provide the basis for termination for cause, if it was due primarily to an error in judgment or negligence without bad faith or reckless disregard, but shall be deemed "intentional" only if done, or omitted to be done, by Employee not in good faith and without reasonable belief that her his action or omission was in or not opposed to the best interest of Employer. Failure to meet performance standards or objectives of Employer shall not constitute cause for purposes hereof. Further, in the event Employer terminates Employee for "cause", Employer shall give Employee written notice as to the specific circumstances giving rise to its decision to terminate Employee for cause ("Notice"), and, Employee shall be given the opportunity to respond, with counsel, to Employer's decision and Employer's articulated circumstances, such responses shall be before the Board or the Committee of Directors of Employer and shall take place within fourteen (14) days of Employer's Notice. Any termination by reason of the foregoing shall not be in limitation of any other right or remedy Employer may have under this Agreement or otherwise. On any termination of this Agreement, Employee shall be deemed to have resigned from all offices and directorships held by Employee in CRSI Employer and any subsidiaries and affiliates of CRSI (including Employer). (b) In the event of termination of this Agreement for any of the reasons set forth in Section 6(a)(iii6(a)(ii) hereof, Employee shall be entitled to no further compensation or other benefits under this Agreement, except as to (i) that portion of any unpaid Base Compensation reduced by any and all payments made, or to be made, to Employee pursuant to the Disability Policy and other benefits accrued and earned by her him hereunder up to and including the effective date of such termination; and (ii) any of her his shares of Restricted Stock and Stock Options that have vested in accordance with the provisions of Section 3(c) of this Agreement and the Award AgreementsAgreement. (c) In the event that Employee's employment is terminated by Employer other than pursuant to Section 6(a) of this Employment Agreement without cause during the Original Term or any Renewal Term of this Employment Agreement or in the event that the Original Term or any Renewal Term of this Employment Agreement shall have expired and shall not have been renewed and Employee thereupon ceases to be employed by CRSI or any of its subsidiariesEmployer, Employee shall be entitled to receive: (i) an amount equal to her his Base Compensation, and any other benefits due Employee under Section 4 of this Agreement, payable for the then unexpired portion of the Original Term, if any, plus the immediately 214 succeeding nine (9) monthsmonth period immediately following such termination; (ii) the Cash Bonus, if any, applicable to the fiscal year and one-year period, respectively, in which such cessation of employment occurs, as such Cash Bonus is determined under Section 3(b) of this Employment Agreement but on a prorated basis calculated in the manner contemplated by Section 5(a) of this Employment Agreement; and (iii) all of her his shares of Restricted Stock and the future right to receive the Fund Incentive Payment awarded pursuant to Section 3(c)(iii3(d)(i) of this Employment Agreement (but not, however, any shares of Restricted Stock awarded pursuant to Section 3(d)(i) of this Agreement which have not theretofore vested) and Stock Options immediately fully vested, and otherwise free of any forfeiture provisions or other restrictions imposed under the Award Agreements except for any restrictions or limitations imposed by applicable state and federal securities laws and regulations. In the event that Employee's employment is terminated without cause during a Renewal Term, Employee will be entitled to receive all of the 139 compensation and benefits provided for in the immediately preceding sentence; except that Employee's Base Compensation will continue solely for the nine (9) month period immediately following such termination, irrespective of the originally scheduled duration of the then current Renewal Term. Upon any such termination by Employer, other than for "cause", Employee's obligations to Employer hereunder shall terminate. (d) In the event that Employee shall resign from employment during the Original Term or any Renewal Term of this Employment Agreement for any reason other than a breach by Employer of the terms of this Agreement, Employee shall be entitled to receive solely (i) that portion of any unpaid Base Compensation and other benefits accrued and earned by her hereunder up to, and including, the effective date of such Resignation; and (ii) any of her shares of Restricted Stock and Stock Options that have vested in accordance with the provisions of Section 3(c) of this Employment Agreement and the Award Agreements.

TERMINATION AND FURTHER COMPENSATION. (a) The employment of Employee under this Agreement, and the term hereof, subject to Employee's rights set forth elsewhere herein, may be terminated by Employer: (i) in the event that the Fund fails to obtain Qualifying Capital Contributions aggregating at least $30,000,000 on or before October 31, 1998, or (ii) on death or Permanent Disability of Employee, or (iiiii) for cause at any time by action of the Board or the CommitteeBoard. For purposes hereof, the term "cause" shall mean: A. an intentional act of fraud, embezzlement, theft or any other material violation of law in connection with Employee's duties or in the course of her his employment with Employer; B. intentional wrongful damage to material assets of Employer or CRSI; 213Employer; C. intentional wrongful disclosure of material confidential information of Employer or CRSI;Employer; 238 D. intentional wrongful engagement in any competitive activity which would constitute a material breach of the duty of loyalty; or E. breach of any material term of this Agreement. No act, or failure, to act, on the part of Employee shall be deemed "intentional", or provide the basis for termination for cause, if it was due primarily to an error in judgment or negligence without bad faith or reckless disregard, but shall be deemed "intentional" only if done, or omitted to be done, by Employee not in good faith and without reasonable belief that her his action or omission was in or not opposed to the best interest of Employer. Failure to meet performance standards or objectives of Employer shall not constitute cause for purposes hereof. Further, in the event Employer terminates Employee for "cause", Employer shall give Employee written notice as to the specific circumstances giving rise to its decision to terminate Employee for cause ("Notice"), and, Employee shall be given the opportunity to respond, with counsel, to Employer's decision and Employer's articulated circumstances, such responses shall be before the Board or the Committee of Directors of Employer and shall take place within fourteen (14) days of Employer's Notice. Any termination by reason of the foregoing shall not be in limitation of any other right or remedy Employer may have under this Agreement or otherwise. On any termination of this Agreement, Employee shall be deemed to have resigned from all offices and directorships held by Employee in CRSI Employer and any subsidiaries and affiliates of CRSI (including Employer). (b) In the event of termination of this Agreement for any of the reasons set forth in Section 6(a)(iii6(a)(ii) hereof, Employee shall be entitled to no further compensation or other benefits under this Agreement, except as to (i) that portion of any unpaid Base Compensation reduced by any and all payments made, or to be made, to Employee pursuant to the Disability Policy and other benefits accrued and earned by her him hereunder up to and including the effective date of such termination; and (ii) any of her his shares of Restricted Stock and Stock Options that have vested in accordance with the provisions of Section 3(c) of this Agreement and the Award AgreementsAgreement. (c) In the event that Employee's employment is terminated by Employer other than pursuant to Section 6(a) of this Employment Agreement without cause during the Original Term or any Renewal Term of this Employment Agreement or in the event that the Original Term or any Renewal Term of this Employment Agreement shall have expired and shall not have been renewed and Employee thereupon ceases to be employed by CRSI or Employer for any reason other than termination of its subsidiarieshis employment for cause, Employee shall be entitled to receive: (i) an amount equal to her his Base Compensation, and any other benefits due Employee under Section 4 of this Agreement, payable for the then unexpired portion of the Original Term, if any, plus the immediately 214 succeeding nine (9) monthsmonth period immediately following such termination; (ii) the Cash Bonus, if any, applicable to the fiscal year and one-year period, respectively, in which such cessation of employment occurs, as such Cash Bonus is determined under Section 3(b) of this Employment Agreement but on a prorated basis calculated in the manner contemplated by Section 5(a) of this Employment Agreement; and (iii) all of her his shares of Restricted Stock and the future right to receive the Fund Incentive Payment awarded pursuant to Section 3(c)(iii3(c) of this Employment Agreement and the 239 Restricted Shares Agreement and Stock Options immediately fully vested, and otherwise free of any forfeiture provisions or other restrictions imposed under the Award Agreements except for any restrictions or limitations imposed by applicable state and federal securities laws and regulations. In the event that Employee's employment is terminated without cause during a Renewal Term, Employee will be entitled to receive all of the compensation and benefits provided for in the immediately preceding sentence; except that Employee's Base Compensation will continue solely for the nine (9) month period immediately following such termination, irrespective of the originally scheduled duration of the then current Renewal Term. Upon any such termination by Employer, other than for "cause", Employee's obligations to Employer hereunder shall terminate. (d) In the event that Employee shall resign from employment during the Original Term or any Renewal Term of this Employment Agreement for any reason other than a breach by Employer of the terms of this Agreement, Employee shall be entitled to receive solely (i) that portion of any unpaid Base Compensation and other benefits accrued and earned by her hereunder up to, and including, the effective date of such Resignation; and (ii) any of her shares of Restricted Stock and Stock Options that have vested in accordance with the provisions of Section 3(c) of this Employment Agreement and the Award Agreements.

TERMINATION AND FURTHER COMPENSATION. (a) a. The employment of Employee under this Employment Agreement, and for the term hereof, subject to Employee's rights set forth elsewhere hereinthereof, may be terminated by Employer: (i) in the event that the Fund fails to obtain Qualifying Capital Contributions aggregating at least $30,000,000 on or before October 31, 1998, or (ii) on death or Permanent Disability Board of Employee, or (iii) Directors of FIBERSTARS for cause at any time by action of the Board or the Committeetime. For purposes hereof, the term "“cause" ” shall mean: A. 1. Employee’s committing an intentional act of constituting a misdemeanor involving fraud, embezzlementdishonesty, or theft or any other material violation of law in connection with Employee's duties or in the course of her employment with Employera felony; B. intentional wrongful damage to material assets of Employer 2. Employee’s engaging in habitual or CRSI; 213 C. intentional wrongful disclosure of material confidential information of Employer repeated alcohol or CRSIdrug abuse’; D. intentional wrongful engagement in any competitive activity which would constitute a 3. Employee’s disregarding the instructions of the Board of Directors. 4. Employee’s neglecting duties (other than by reason of disability or death), with five (5) business days notice to cure; 5. Employee’s willful misconduct or gross negligence; or 6. Employee’s material breach of the duty of loyalty; or E. breach of any material term of this Employment Agreement. No act, or failure, to act, on the part of Employee shall be deemed "intentional", or provide the basis for termination for cause, if it was due primarily to an error in judgment or negligence without bad faith or reckless disregard, but shall be deemed "intentional" only if done, or omitted to be done, by Employee not in good faith and without reasonable belief that her action or omission was in or not opposed to the best interest of Employer. Failure to meet performance standards or objectives of Employer shall not constitute cause for purposes hereof. Further, in the event Employer terminates Employee for "cause", Employer shall give Employee written notice as to the specific circumstances giving rise to its decision to terminate Employee for cause ("Notice"), and, Employee shall be given the opportunity to respondwhole or in part, with counsel, to Employer's decision and Employer's articulated circumstances, such responses shall be before the Board or the Committee and shall take place within fourteen five (145) days of Employer's Noticenotice to cure. Any termination by reason of the foregoing shall not be in limitation of any other right or remedy Employer Fiberstars may have under this Employment Agreement or otherwise. On any termination of this Agreement, Employee shall be deemed to have resigned from all offices and directorships held by Employee in CRSI and any subsidiaries and affiliates of CRSI (including Employer). (b) b. In the event of (i) termination of this the Employment Agreement for any of the reasons set forth in Subparagraph (a) of this Section 6(a)(iii6, or (ii) hereofif Employee shall voluntarily terminate his employment hereunder prior to the end of the term of this Employment Agreement, then in either event Employee shall be entitled to no further compensation salary, bonus or other benefits under this Employment Agreement, except as to (i) that portion of any unpaid Base Compensation reduced by any and all payments made, or to be made, to Employee pursuant to the Disability Policy salary and other benefits accrued and earned by her him hereunder up to and including the effective date of such termination; and (ii) any . In the event the Employee voluntarily terminates this Employment Agreement, Employee shall provide 30 days’ prior written notice to FIBERSTARS of her shares of Restricted Stock and Stock Options that have vested in accordance with the provisions of Section 3(c) of this Agreement and the Award Agreementssuch voluntary termination. (c) c. In the event that FIBERSTARS terminates Employee's ’s employment is terminated by Employer other than pursuant without “cause” (as defined herein above) or Employee terminates employment with “good reason” ( as defined below) prior to Section 6(a) the end of the term of this Employment Agreement during Agreement, then, in addition to any salary and bonus amounts and medical benefits due to Employee for the Original Term remainder of the term or any Renewal Term renewal term of this Employment Agreement or in Agreement, as the event that the Original Term or any Renewal Term of this Employment Agreement shall have expired and shall not have been renewed and Employee thereupon ceases to be employed by CRSI or any of its subsidiariescase may be, Employee shall be entitled to receive: an immediate payment equal to three (3) months salary upon the terms and as set forth herein; provided however, notwithstanding continuation salary following such termination, bonus amounts shall be paid or payable with respect only to fiscal years of Fiberstars commencing prior to such termination. Such salary, bonus and benefits shall be paid in accordance with FIBERSTARS normal payment practices. At the conclusion of the term of this Employment Agreement, all salary, medical and other benefits as set forth herein shall cease. Employee shall have no other rights and remedies except as set forth in this Section 6. For purposes hereof, the tern “good reason” shall mean (i) an amount equal to her Base Compensationwithout the express written consent of Employee, and any other a material reduction of Employee’s duties, authority, compensation, benefits due Employee under Section 4 of this Agreement, payable for the then unexpired portion of the Original Term, if any, plus the immediately 214 succeeding nine (9) months; or responsibilities or (ii) the Cash Bonus, if any, applicable to the fiscal year and one-year period, respectively, in which such cessation of employment occurs, as such Cash Bonus is determined under Section 3(b) a material breach of this Employment Agreement but on a prorated basis calculated in the manner contemplated by Section 5(a) of this Employment Agreement; and (iii) all of her shares of Restricted Stock and the future right to receive the Fund Incentive Payment awarded pursuant to Section 3(c)(iii) of this Employment Agreement and Stock Options immediately fully vested, and otherwise free of any forfeiture provisions or other restrictions imposed under the Award Agreements except for any restrictions or limitations imposed by applicable state and federal securities laws and regulations. In the event that Employee's employment is terminated without cause during a Renewal Term, Employee will be entitled to receive all of the compensation and benefits provided for in the immediately preceding sentence; except that Employee's Base Compensation will continue solely for the nine (9) month period immediately following such termination, irrespective of the originally scheduled duration of the then current Renewal Term. Upon any such termination by Employer, other than for "cause", Employee's obligations to Employer hereunder shall terminateFIBERSTARS. (d) In the event that Employee shall resign from employment during the Original Term or any Renewal Term of this Employment Agreement for any reason other than a breach by Employer of the terms of this Agreement, Employee shall be entitled to receive solely (i) that portion of any unpaid Base Compensation and other benefits accrued and earned by her hereunder up to, and including, the effective date of such Resignation; and (ii) any of her shares of Restricted Stock and Stock Options that have vested in accordance with the provisions of Section 3(c) of this Employment Agreement and the Award Agreements.