Common use of Termination and Payments Upon Termination Clause in Contracts

Termination and Payments Upon Termination. (a) Employee or the Employer may terminate this Agreement for any reason or for no reason at all at any time, with or without Cause (as defined below), during or after the Term, by providing the other party with notice of termination as provided in Section 8.1(c). The Employer shall pay Employee his Base Salary and all other amounts, in each such case, actually earned, accrued or owing as of the date of termination but not yet paid to Employee through the date of termination; provided that if the Employee is terminated by the Employer without Cause (as defined below) after the date of this Agreement, then, in addition to the payments described in this Section 8.1(a), the Employer shall pay Employee a lump sum payment in an amount equal to fifty percent (50%) of Employee’s then-current annual Base Salary at the time he is terminated. The payment of the lump sum amount under this Section 8.1(a) shall be made on the earlier of the date ending on the expiration of thirty days following the earlier of the date of termination of Employee’s employment or the death of the Employee; provided that notwithstanding the foregoing, to the extent any payment under this Section 8.1(a) is “nonqualified deferred compensation” and/or the Employee is considered a “key employee” of the Employer within the meaning of Section 409A of the Internal Revenue Code and the Treasury Regulations promulgated thereunder, then such payment shall be made on the date ending on the expiration of the sixth month following the earlier of the date of termination of Employee’s employment or the Employee’s death. (b) For purposes of this Agreement, “Cause” shall mean (i) Employee’s gross and willful misappropriation or theft of the Employer’s or its subsidiary’s or affiliate’s funds or property, (ii) Employee’s commission of any fraud, misappropriation, embezzlement or similar act, whether or not a punishable criminal offense, or Employee’s conviction of or entering of a plea of nolo contendere to a charge of any felony or crime involving dishonesty or moral turpitude, (iii) Employee’s engagement in any willful conduct that is injurious to the Employer or its subsidiaries or affiliates, (iv) Employee’s material breach of this Agreement or failure to perform any of his material duties owed to the Employer or its subsidiaries or affiliates, or (v) Employee’s commission of any act involving willful malfeasance or gross negligence or Employee’s failure to act involving material nonfeasance.

Termination and Payments Upon Termination. (a) Employee or the Employer Company may terminate this Agreement for any reason or for no reason at all at any time, with or without Cause (as defined below), during or after the Term, by providing the other party with notice of termination as provided in Section 8.1(c8(d). The Employer Company shall pay Employee his Base Salary and all other amounts, in each such case, actually earned, accrued or owing as of the date of termination but not yet paid to Employee under Section 3 through the date of termination; provided that if the Employee is terminated by the Employer Company without Cause (as defined below) at a date on or after 180 days after the date of this Agreement, then, in addition to Effective Date or the payments described in this Section 8.1(aEmployee terminates his employment for Good Reason (as defined below), then the Employer Company shall pay Employee a lump sum payment in an amount equal to fifty one hundred percent (50100%) of Employee’s then-current 's annual Base Salary at in the time year in which he experiences a Separation of Service (as such term is terminateddefined under Section 409A of the Code) without Cause or the Employee terminates his employment for Good Reason; provided further, notwithstanding the foregoing, if the Employee's Separation of Service, either without Cause or for Good Reason, occurs on or within 24 months of a Change in Control, then the Company shall pay Employee a lump sum payment in an amount equal to two hundred percent (200%) of Employee's annual Base Salary in the year in which the Separation of Service occurs. The payment of the lump sum amount under this Section 8.1(a8(a) shall be made on the earlier of the date ending on the expiration of thirty days following the earlier of the date of termination the Employee's Separation of Employee’s employment Service or the death of the Employee; provided that notwithstanding the foregoing, to the extent any payment under this Section 8.1(a8(a) is “"nonqualified deferred compensation” and/or " and the Employee is considered a “key employee” "Key Employee" of the Employer Company within the meaning of Section 409A of the Internal Revenue Code and the Treasury Regulations promulgated thereunder, then such payment shall be made on the date ending on the expiration of the sixth month months and one (1) day following the earlier of the date of termination of the Employee’s employment Separation from Service, or if earlier, the date of the Employee’s death. For purposes of this Agreement a Key Employee means a "specified employee" as described under Code Section 409A and as determined under the policy adopted by the Company and its Parent. (b) For purposes of this AgreementEmployee may terminate his employment and the Term at any time for Good Reason (as defined below) by giving written notice as provided in Section 8(d), “Cause” which shall set forth in reasonable detail the facts and circumstances constituting Good Reason. "Good Reason" shall mean (i) Employee’s gross and willful misappropriation or theft the occurrence of any of the Employer’s or its subsidiary’s or affiliate’s funds or property, (ii) following during the Term without the Employee’s commission of any fraud, misappropriation, embezzlement or similar act, whether or not a punishable criminal offense, or Employee’s conviction of or entering of a plea of nolo contendere to a charge of any felony or crime involving dishonesty or moral turpitude, (iii) Employee’s engagement in any willful conduct that is injurious to 's consent and without the Employer or its subsidiaries or affiliates, (iv) Employee’s material breach of this Agreement or failure to perform any of his material duties owed to same being corrected within 30 days after the Employer or its subsidiaries or affiliates, or (v) Employee’s commission of any act involving willful malfeasance or gross negligence or Employee’s failure to act involving material nonfeasance.Company being given written notice thereof:

Termination and Payments Upon Termination. (a) Employee or the Employer Company may terminate this Agreement for any reason or for no reason at all at any time, with or without Cause (as defined below), during or after the Term, by providing the other party with notice of termination as provided in Section 8.1(c9(d). The Employer Company shall pay Employee his Base Salary and all other amounts, in each such case, actually earned, accrued or owing as of the date of termination but not yet paid to Employee under Section 3 through the date of termination; provided that if the Employee is terminated by the Employer Company without Cause (as defined below) at a date on or after 120 days after the date of this AgreementEffective Date, then, in addition to the payments described in this Section 8.1(a8(a), the Employer Company shall pay Employee a lump sum payment in an amount equal to fifty percent (50%) of Employee’s then-current annual Base Salary at in the time year in which he is terminated. The payment of the lump sum amount under this Section 8.1(a8(a) shall be made on the earlier of the date ending on the expiration of thirty days following the earlier of the date of termination of Employee’s employment or the death of the Employee; provided that notwithstanding the foregoing, to the extent any payment under this Section 8.1(a8(a) is “nonqualified deferred compensation” and/or the Employee is considered a “key employee” of the Employer Company within the meaning of Section 409A of the Internal Revenue Code and the Treasury Regulations promulgated thereunder, then such payment shall be made on the date ending on the expiration of the sixth month following the earlier of the date of termination of Employee’s employment or the Employee’s death. (b) Unless otherwise provided in any equity award agreement between the Parent and the Employee, the 2005 Plan or any other plan relating to an equity award granted by the Parent to the Employee, within 90 days following Employee’s termination of employment, Employee shall be entitled to exercise all options granted to him to the extent such options are vested and exercisable at the time of such termination pursuant to this Agreement or otherwise and all such options not exercised within such 90 day period shall be forfeited. All options that are not vested and exercisable pursuant to this Agreement or otherwise as of the date of Employee’s termination of employment shall be forfeited. (c) For purposes of this Agreement, “Cause” shall mean (i) Employee’s gross and willful misappropriation or theft of the EmployerParent’s, the Company’s or its their respective subsidiary’s or affiliate’s funds or property, (ii) Employee’s commission of any fraud, misappropriation, embezzlement or similar act, whether or not a punishable criminal offense, or Employee’s conviction of or entering of a plea of nolo contendere to a charge of any felony or crime involving dishonesty or moral turpitude, (iii) Employee’s engagement in any willful conduct that is injurious to the Employer Parent, the Company or its subsidiaries or affiliatestheir respective subsidiaries, (iv) Employee’s material breach of this Agreement or failure to perform any of his material duties owed to the Employer Parent, the Company or its subsidiaries or affiliatestheir respective subsidiaries, or (v) Employee’s commission of any act involving willful malfeasance or gross negligence or Employee’s failure to act involving material nonfeasance.

Termination and Payments Upon Termination. (a) Employee or the Employer Company may terminate this Agreement for any reason or for no reason at all at any time, with or without Cause (as defined below), during or after the Term, by providing the other party with notice of termination as provided in Section 8.1(c8(d). The Employer Company shall pay Employee his Base Salary and all other amounts, in each such case, actually earned, accrued or owing as of the date of termination but not yet paid to Employee under Section 3 through the date of termination; provided that if the Employee is terminated by the Employer Company without Cause (as defined below) after the date of this Agreement), then, in addition to the payments described in this Section 8.1(a8(a), the Employer Company shall pay Employee a lump sum payment in an amount equal to fifty percent (50%) of Employee’s then-current annual Base Salary at in the time year in which he is terminated. The payment of the lump sum amount under this Section 8.1(a8(a) shall be made on the earlier of the date ending on the expiration of thirty days first month following the earlier of the date of termination of Employee’s employment or the death of the Employee; provided that notwithstanding the foregoing, to the extent any payment under this Section 8.1(a8(a) is “nonqualified deferred compensation” and/or and the Employee is considered a “key employee” of the Employer Company within the meaning of Section 409A of the Internal Revenue Code and the Treasury Regulations promulgated thereunder, then such payment shall be made on the date ending on the expiration of the sixth seventh month following the earlier of the date of termination of Employee’s employment or the Employee’s deathemployment. (b) Within 90 days following Employee’s termination of employment, Employee shall be entitled to exercise all options granted to him to the extent such options are vested and exercisable at the time of such termination pursuant to this Agreement or otherwise and all such options not exercised within such 90 day period shall be forfeited. All options that are not vested and exercisable pursuant to this Agreement or otherwise as of the date of Employee’s termination of employment shall be forfeited. (c) For purposes of this Agreement, “Cause” shall mean (i) Employee’s gross and willful misappropriation or theft of the EmployerCompany’s or any of its subsidiary’s or affiliate’s funds or property, (ii) Employee’s commission of any fraud, misappropriation, embezzlement or similar act, whether or not a punishable criminal offense, or Employee’s conviction of or entering of a plea of nolo contendere to a charge of any felony or crime involving dishonesty or moral turpitude, (iii) Employee’s engagement in any willful conduct that is injurious to the Employer or its subsidiaries or affiliatesCompany, (iv) Employee’s material breach of this Agreement or failure to perform any of his material duties owed to the Employer or its subsidiaries or affiliatesCompany, or (v) Employee’s commission of any act involving willful malfeasance or gross negligence or Employee’s failure to act involving material nonfeasance.

Termination and Payments Upon Termination. (a) Employee or the Employer Company may terminate this Agreement for any reason or for no reason at all at any time, with or without Cause (as defined below), during or after the Term, by providing the other party with notice of termination as provided in Section 8.1(c7(c). The Employer Company shall pay Employee his Base Salary and all other amounts, in each such case, actually earned, accrued or owing as of the date of termination but not yet paid to Employee under Section 3 through the date of termination; provided that if the Employee is terminated by the Employer Company without Cause (as defined below) after the date of this AgreementEffective Date, then, in addition to then the payments described in this Section 8.1(a), the Employer Company shall pay Employee a lump sum payment amount of U.S.$50,000 in an amount equal to fifty percent the year in which he experiences a Separation of Service (50%as such term is defined under Section 409A of the Code) of Employee’s then-current annual Base Salary at the time he is terminatedwithout Cause. The payment of the lump sum amount under this Section 8.1(a7(a) shall be made on the earlier of the date ending on the expiration of thirty days following the earlier of the date of termination the Employee's Separation of Employee’s employment Service or the death of the Employee; provided that notwithstanding the foregoing, to the extent any payment under this Section 8.1(a7(a) is “"nonqualified deferred compensation” and/or " and the Employee is considered a “key employee” "Key Employee" of the Employer Company within the meaning of Section 409A of the Internal Revenue Code and the Treasury Regulations promulgated thereunder, then such payment shall be made on the date ending on the expiration of the sixth month months and one (1) day following the earlier of the date of termination of the Employee’s employment Separation from Service, or if earlier, the date of the Employee’s death. For purposes of this Agreement a Key Employee means a "specified employee" as described under Code Section 409A and as determined under the policy adopted by the Company and its Parent. (b) For purposes of this Agreement, “"Cause” " shall mean (i) Employee’s 's gross and willful misappropriation or theft of the Employer’s Parent's, the Company's or its their respective subsidiary’s or affiliate’s 's funds or property, (ii) Employee’s 's commission of any fraud, misappropriation, embezzlement or similar act, whether or not a punishable criminal offense, or Employee’s 's conviction of or entering of a plea of nolo contendere to a charge of any felony or crime involving dishonesty or moral turpitude, (iii) Employee’s engagement in any willful conduct that is injurious to the Employer or its subsidiaries or affiliates, (iv) Employee’s 's material breach of this Agreement or failure to perform any of his material duties owed to the Employer Parent, the Company or its subsidiaries or affiliatestheir respective subsidiaries, or (viv) Employee’s 's commission of any act involving willful malfeasance or gross negligence or Employee’s 's failure to act involving material nonfeasance.