Common use of Termination and Severance Clause in Contracts

Termination and Severance. (a) This Agreement may be terminated immediately by either party (i) if the other party shall fail to do business in the normal course or become subject to a bankruptcy or any similar proceeding, (ii) thirty (30) days after delivery of written notice from the terminating party to the effect that the other party has committed a material breach under this Agreement, provided such breach is not cured within such thirty (30) day period, (iii) if the Deployment Date does not occur within thirty (30) days of the Effective Date of this Agreement, provided such termination right is exercised before deployment occurs, (iv) thirty (30) days after delivery of written notice that, in the case AT&T is the terminating party, AT&T intends to terminate all or a substantial part of the Service, and, in the case Company is the terminating party, Company intends to terminate all or a substantial part of the Company Site, or (v) if Company ceases to be the sole sponsor and only Aggregate Automotive Service on the Automotive Page, then Company shall have the right to terminate this Agreement upon thirty (30) days' written notice to AT&T. (b) If Company's Site fails to perform in accordance with this Agreement, including, without limitation, with respect to "User Considerations" under Section 6 or "Product Responsibility" under Section 9, AT&T shall have the right at any time and at its discretion to sever immediately one or all of the links between the Service and the Tracked Pages. In the event that AT&T sevexx x xink, AT&T will give Company prompt notice of such fact and Company shall have five (5) days to resolve the problem to the reasonable satisfaction of AT&T. If the link remains severed for more than ten (10) days, then AT&T may, immediately and without further notice, terminate this Agreement. (c) Amounts due and owing AT&T arising prior to any termination shall continue to be paid to AT&T pursuant to Section 4, but AT&T shall not be entitled to collect commissions or any Sponsorship Fee accruing after such termination. The Sponsorship Fee payable upon termination shall be prorated based on the number of days in the calendar month prior to the termination date.

Termination and Severance. (a) This Agreement may be terminated immediately by either party (i) if the other party shall fail to do business in the normal course position is for no set period or become subject to a bankruptcy or any similar proceeding, (ii) thirty (30) days after delivery of written notice from the terminating party to the effect that the other party has committed a material breach under this Agreement, provided such breach is not cured within such thirty (30) day period, (iii) if the Deployment Date does not occur within thirty (30) days of the Effective Date of this Agreement, provided such termination right is exercised before deployment occurs, (iv) thirty (30) days after delivery of written notice that, in the case AT&T is the terminating party, AT&T intends to terminate all or a substantial part of the Service, and, in the case Company is the terminating party, Company intends to terminate all or a substantial part of the Company Site, or (v) if Company ceases to be the sole sponsor term and only Aggregate Automotive Service on the Automotive Page, then Company shall just as you have the right to resign your position at any time, for any reason, QRS reserves the right to terminate your employment at any time, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this Agreement upon thirty letter under circumstances not entitling you to severance and accelerated vesting under “Change of Control” below, you will become entitled to severance pay equal in the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first payment occurring within ten days following the termination of your employment and the remaining three payments to be made two, four and six months following the date that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (306) days' months following your termination. You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph, the Company may require you to sign a written notice release in a form acceptable to AT&T. the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this agreement, termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (b1) If Company's Site fails your failure to perform in accordance a diligent or competent fashion consistent with this Agreement, including, without limitation, your position as Senior Vice President and Chief Financial Officer the material duties of your job after a written demand for such performance is delivered to you by the Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or proprietary information agreements with respect to "User Considerations" under Section 6 the Company or "Product Responsibility" under Section 9, AT&T shall have the right at of any time and at its discretion to sever immediately one of your fiduciary or all legal obligations as a director or officer of the links between the Service and the Tracked Pages. In the event that AT&T sevexx x xinkCompany, AT&T will give (3) your failure to follow in a material respect Company prompt notice of such fact and Company shall have five policies or directives applicable to your position, (4) any willful misconduct m your part or (5) days any unauthorized activity on your part that creates a material conflict of interest between you and the Company after you have been provided a reasonable opportunity to resolve the problem to the reasonable satisfaction of AT&T. If the link remains severed for more than ten (10) days, then AT&T may, immediately and without further notice, terminate this Agreementrefrain from that activity. (c) Amounts due and owing AT&T arising prior to any termination shall continue to be paid to AT&T pursuant to Section 4, but AT&T shall not be entitled to collect commissions or any Sponsorship Fee accruing after such termination. The Sponsorship Fee payable upon termination shall be prorated based on the number of days in the calendar month prior to the termination date.

Termination and Severance. (a) This Agreement may be terminated immediately by either party The Employment Period shall terminate on the first to occur of (i) if ninety (90) days following written notice by you to the other party shall fail Company of your resignation without Good Reason, (it being understood that you will continue to do business in the normal course or become subject to a bankruptcy or any similar proceedingperform your services hereunder during such ninety (90) day period), (ii) thirty (30) days after delivery of following written notice from the terminating party by you to the effect Company of your resignation with Good Reason (it being understood that the other party has committed a material breach under this Agreement, provided such breach is not cured within you will continue to perform your services hereunder during such thirty (30) day period), (iii) if your death or Disability, (iv) a vote of the Deployment Date does not occur within thirty Board of the Company directing such termination for Cause, (30v) days a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date of this Agreement(the "SCHEDULED EXPIRATION DATE"); provided, provided such termination right is exercised before deployment occurshowever, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (iv) thirty (3090) days after delivery of prior to the then-current Scheduled Expiration Date, either the Company or you shall give written notice that, in to the case AT&T is other of an intention not to extend the terminating party, AT&T intends to terminate all or a substantial part Employment Period. In the event of termination of the Service, and, in the case Company is the terminating party, Company intends Employment Period pursuant to terminate all or a substantial part of the Company Site, clause (ii) or (v) if Company ceases to be the sole sponsor and only Aggregate Automotive Service on the Automotive Pageabove, then Company shall have the right to terminate this Agreement upon thirty (30) days' written notice to AT&T. (b) If Company's Site fails to perform or in accordance with this Agreement, including, without limitation, with respect to "User Considerations" under Section 6 or "Product Responsibility" under Section 9, AT&T shall have the right at any time and at its discretion to sever immediately one or all of the links between the Service and the Tracked Pages. In the event that AT&T sevexx x xinkthe Company elects not to extend the Employment Period upon the expiration thereof, AT&T will give Company prompt notice of such fact and the Company shall have five (5) days pay to resolve the problem you an amount equal to the reasonable satisfaction of AT&T. If the link remains severed for more than ten (10) days, then AT&T may, your Annual Base Salary as in effect immediately and without further notice, terminate this Agreement. (c) Amounts due and owing AT&T arising prior to any termination shall continue to be paid to AT&T pursuant to Section 4, but AT&T shall not be entitled to collect commissions or any Sponsorship Fee accruing after such termination. The Sponsorship Fee payable upon termination shall be prorated based on the number of days in the calendar month prior to the termination date.of the Employment Period, such amount to be paid periodically in accordance with the Company's regular payroll practices over the twelve

Termination and Severance. (a) This Agreement may be terminated immediately by either party (i) if If Employee dies during the other party shall fail to do business in the normal course or become subject to a bankruptcy or any similar proceeding, (ii) thirty (30) days after delivery of written notice from the terminating party to the effect that the other party has committed a material breach under this Agreement, provided such breach is not cured within such thirty (30) day period, (iii) if the Deployment Date does not occur within thirty (30) days of the Effective Date term of this Agreement, provided such termination right is exercised before deployment occurs, (ivi) thirty (30) days after delivery of written notice that, in the case AT&T is the terminating party, AT&T intends to terminate all or a substantial part of the Service, and, in the case Company is the terminating party, Company intends to terminate all or a substantial part of the Company Site, or shall pay his estate the compensation that would otherwise be payable to him for the month in which his death occurs; (vii) if Company ceases to this Agreement shall be the sole sponsor and only Aggregate Automotive Service considered terminated on the Automotive Page, then last day of such month; and (iii) the Company shall have the right cause any issued but unvested equity awards granted to terminate this Agreement upon thirty (30) days' written notice Employee to AT&T.immediately vest. (b) If Company's Site fails to perform in accordance with during the term of this Agreement, including, without limitation, with respect to "User Considerations" under Section 6 Agreement Employee is prevented from performing his duties by reason of illness or "Product Responsibility" under Section 9, AT&T shall have the right at any time and at its discretion to sever immediately one or all incapacity for a continuous period of the links between the Service and the Tracked Pages. In the event that AT&T sevexx x xink, AT&T will give Company prompt notice of such fact and Company shall have five (5) days to resolve the problem to the reasonable satisfaction of AT&T. If the link remains severed for more than ten (10) 120 days, then AT&T may, immediately and without further notice, the Company may terminate this AgreementAgreement upon 30 days’ prior notice thereof to Employee or his duly appointed legal representative. For the purposes of this Section 5(b), a period of illness or incapacity shall be deemed “continuous” notwithstanding Employee’s performance of his duties during such period for continuous periods of less than 15 days in duration. (c) Amounts due The Company may terminate this Agreement at any time for Employee’s (i) gross negligence; (ii) material breach of any obligation created by this Agreement; (iii) a violation of any policy, procedure or guideline of the Company, of any material injury to the economic or ethical welfare of the Company caused by Employee’s malfeasance, misfeasance, misconduct or inattention to Employee’s duties and owing AT&T arising responsibilities, or any other material failure to comply with the Company’s reasonable performance expectations, upon notice of same from Company and failure to cure such violation, injury or failure within 30 days, or (iv), misconduct, including but not limited to, commission of any felony, or of any misdemeanor involving dishonesty or moral turpitude, or violation of any state or federal law in the course of his employment; theft or misuse of the Company’s property or time. (d) The Company may terminate this Agreement at any time for any or no reason upon 30 days’ notice to Employee. (e) If this Agreement is terminated by the Company prior to the end of the term pursuant to any provision other than 5(a) or 5(c), then, provided Employee executes the release described in Section 5(g) below and complies with his obligations under the Confidential Information Agreement and Noncompete Agreement incorporated by reference in Section 6 and 7 of this Agreement: (i) the Company shall pay as severance to Employee one year’s current base salary, in equal monthly installments in accordance with the Company’s standard payroll practices, subject to all applicable deductions and withholdings; and (ii) the Company shall cause any issued but unvested options scheduled to vest in the year of termination to immediately vest; provided, however, that this sentence shall not diminish the vesting contemplated by 5(f) below in connection with a Change of Control. In the event of (y) reduction of Employee’s salary to a rate below the initial annual salary; or (z) material diminishment of Employee’s duties as Senior Vice President of Commercial Operations, Employee may elect to treat such event, by notice of termination within 30 days of its occurrence, as a termination pursuant to 5(d). (f) If this Agreement is terminated pursuant to 5(d) as a result of a Change of Control, then all outstanding options granted to Employee as of such Change of Control shall immediately vest (to the extent they are not already vested), and Company shall pay to Employee an amount equal to the target Performance Bonus for the year of termination. For purposes of this Agreement, (i) a “Change of Control shall mean the consolidation or merger involving the Company in which the Company is not the surviving entity or any transaction in which more than 50% of the Company’s voting power is transferred or more than 50% of the Company’s assets are sold; and (ii) a termination shall continue be deemed to be paid the “result of” a Change of Control if, without limiting the generality of such phrase, the Company terminates or is deemed to AT&T have terminated Employee pursuant to Section 45(d) of this Agreement during the period commencing three months prior to the occurrence (or expected occurrence) of a Change of Control and ending 12 months after the occurrence of a Change of Control. The foregoing acceleration provision shall be supplementary to, but AT&T and shall not diminish any rights that Employee has under any other written agreement with the Company, including an option certificate or agreement. (g) As a condition to receiving any severance payments under this Agreement, Employee shall execute and return to the Company, on or before the Release Expiration Date (as defined below), a full and complete release of all claims against the Company, its affiliates, and their respective employees, officers, directors, owners and members, in a form reasonably acceptable to the Company (the “Release”). For purposes of this Agreement, the “Release Expiration Date” means the date that is 28 days following the date that the Company timely delivers the Release to Employee, or in the event that Employee’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 52 days following such delivery date. Notwithstanding any provision to the contrary in this Agreement, (i) the Company will deliver the Release to Employee within 10 business days following the Termination Date, and the Company’s failure to timely deliver a Release will constitute a waiver of any requirement to execute a Release; (ii) if Employee fails to execute the Release or the Release fails to become irrevocable on or before the Release Expiration Date, Employee will not be entitled to collect commissions or any Sponsorship Fee accruing after such termination. The Sponsorship Fee payable upon termination severance payments under this Agreement; and (iii) payments under this Agreement shall be prorated based commence on the number first payroll period commencing after the Release becomes irrevocable, provided however, that if the Termination Date and the Release Expiration Date fall in two separate taxable years, any payments that are treated as nonqualified deferred compensation for purposes of days Section 409A will be made in the calendar month prior to the termination datelater taxable year.

Termination and Severance. (a) This Agreement may be terminated immediately by either party (i) if If Employee dies during the other party shall fail to do business in the normal course or become subject to a bankruptcy or any similar proceeding, (ii) thirty (30) days after delivery of written notice from the terminating party to the effect that the other party has committed a material breach under this Agreement, provided such breach is not cured within such thirty (30) day period, (iii) if the Deployment Date does not occur within thirty (30) days of the Effective Date term of this Agreement, provided such termination right is exercised before deployment occurs, (ivi) thirty (30) days after delivery of written notice that, in the case AT&T is the terminating party, AT&T intends to terminate all or a substantial part of the Service, and, in the case Company is the terminating party, Company intends to terminate all or a substantial part of the Company Site, or shall pay his estate the compensation that would otherwise be payable to him for the month in which his death occurs; (vii) if Company ceases to this Agreement shall be the sole sponsor and only Aggregate Automotive Service considered terminated on the Automotive Page, then last day of such month; and (iii) the Company shall have the right cause any issued but unvested equity awards granted to terminate this Agreement upon thirty (30) days' written notice Employee to AT&T.immediately vest. (b) If Company's Site fails to perform in accordance with during the term of this Agreement, including, without limitation, with respect to "User Considerations" under Section 6 Agreement Employee is prevented from performing his duties by reason of illness or "Product Responsibility" under Section 9, AT&T shall have the right at any time and at its discretion to sever immediately one or all incapacity for a continuous period of the links between the Service and the Tracked Pages. In the event that AT&T sevexx x xink, AT&T will give Company prompt notice of such fact and Company shall have five (5) days to resolve the problem to the reasonable satisfaction of AT&T. If the link remains severed for more than ten (10) 120 days, then AT&T may, immediately and without further notice, the Company may terminate this AgreementAgreement upon 30 days’ prior notice thereof to Employee or his duly appointed legal representative. For the purposes of this Section 5(b), a period of illness or incapacity shall be deemed “continuous” notwithstanding Employee’s performance of his duties during such period for continuous periods of less than 15 days in duration. (c) Amounts due The Company may terminate this Agreement at any time for Employee’s (i) gross negligence; (ii) material breach of any obligation created by this Agreement; (iii) a violation of any policy, procedure or guideline of the Company, of any material injury to the economic or ethical welfare of the Company caused by Employee’s malfeasance, misfeasance, misconduct or inattention to Employee’s duties and owing AT&T arising responsibilities, or any other material failure to comply with the Company’s reasonable performance expectations, upon notice of same from Company and failure to cure such violation, injury or failure within 30 days, or (iv), misconduct, including but not limited to, commission of any felony, or of any misdemeanor involving dishonesty or moral turpitude, or violation of any state or federal law in the course of his employment; theft or misuse of the Company’s property or time. (d) The Company may terminate this Agreement at any time for any or no reason upon 30 days’ notice to Employee. (e) If this Agreement is terminated by the Company prior to the end of the term pursuant to any provision other than 5(a) or 5(c), then, provided Employee executes the release described in Section 5(g) below and complies with his obligations under the Confidential Information Agreement and Noncompete Agreement incorporated by reference in Section 6 and 7 of this Agreement: (i) the Company shall pay as severance to Employee one year’s current base salary, in equal monthly installments in accordance with the Company’s standard payroll practices, subject to all applicable deductions and withholdings; and (ii) the Company shall cause any issued but unvested options scheduled to vest in the year of termination to immediately vest; provided, however, that this sentence shall not diminish the vesting contemplated by 5(f) below in connection with a Change of Control. In the event of (y) reduction of Employee’s salary to a rate below the initial annual salary; or (z) material diminishment of Employee’s duties as Chief Scientific Officer, Employee may elect to treat such event, by notice of termination within 30 days of its occurrence, as a termination pursuant to 5(d). (f) If this Agreement is terminated pursuant to 5(d) as a result of a Change of Control, then all outstanding options granted to Employee as of such Change of Control shall immediately vest (to the extent they are not already vested). For purposes of this Agreement, (i) a “Change of Control shall mean the consolidation or merger involving the Company in which the Company is not the surviving entity or any transaction in which more than 50% of the Company’s voting power is transferred or more than 50% of the Company’s assets are sold; and (ii) a termination shall continue be deemed to be paid the “result of” a Change of Control if, without limiting the generality of such phrase, the Company terminates or is deemed to AT&T have terminated Employee pursuant to Section 45(d) of this Agreement during the period commencing three months prior to the occurrence (or expected occurrence) of a Change of Control and ending 12 months after the occurrence of a Change of Control. The foregoing acceleration provision shall be supplementary to, but AT&T and shall not diminish any rights that Employee has under any other written agreement with the Company, including an option certificate or agreement. (g) As a condition to receiving any severance payments under this Agreement, Employee shall execute and return to the Company, on or before the Release Expiration Date (as defined below), a full and complete release of all claims against the Company, its affiliates, and their respective employees, officers, directors, owners and members, in a form reasonably acceptable to the Company (the “Release”). For purposes of this Agreement, the “Release Expiration Date” means the date that is 28 days following the date that the Company timely delivers the Release to Employee, or in the event that Employee’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 52 days following such delivery date. Notwithstanding any provision to the contrary in this Agreement, (i) the Company will deliver the Release to Employee within 10 business days following the Termination Date, and the Company’s failure to timely deliver a Release will constitute a waiver of any requirement to execute a Release; (ii) if Employee fails to execute the Release or the Release fails to become irrevocable on or before the Release Expiration Date, Employee will not be entitled to collect commissions or any Sponsorship Fee accruing after such termination. The Sponsorship Fee payable upon termination severance payments under this Agreement; and (iii) payments under this Agreement shall be prorated based commence on the number first payroll period commencing after the Release becomes irrevocable, provided however, that if the Termination Date and the Release Expiration Date fall in two separate taxable years, any payments that are treated as nonqualified deferred compensation for purposes of days Section 409A will be made in the calendar month prior to the termination datelater taxable year.

Termination and Severance. (a) This Agreement may be terminated immediately by either party (i) if If Employee dies during the other party shall fail to do business in the normal course or become subject to a bankruptcy or any similar proceeding, (ii) thirty (30) days after delivery of written notice from the terminating party to the effect that the other party has committed a material breach under this Agreement, provided such breach is not cured within such thirty (30) day period, (iii) if the Deployment Date does not occur within thirty (30) days of the Effective Date term of this Agreement, provided such termination right is exercised before deployment occurs, (ivi) thirty (30) days after delivery of written notice that, in the case AT&T is the terminating party, AT&T intends to terminate all or a substantial part of the Service, and, in the case Company is the terminating party, Company intends to terminate all or a substantial part of the Company Site, or shall pay his estate the compensation that would otherwise be payable to him for the month in which his death occurs; (vii) if Company ceases to this Agreement shall be the sole sponsor and only Aggregate Automotive Service considered terminated on the Automotive Page, then last day of such month; and (iii) the Company shall have the right cause any issued but unvested Options granted to terminate this Agreement upon thirty (30) days' written notice Employee to AT&T.immediately vest. (b) If during the term of this Agreement Employee is prevented from performing his duties by reason of illness or incapacity for a continuous period of 120 days, the Company may terminate this Agreement upon 30 days' prior notice thereof to Employee or his duly appointed legal representative. For the purposes of this Section 5(b), a period of illness or incapacity shall be deemed "continuous" notwithstanding Employee's performance of his duties during such period for continuous periods of less than 15 days in duration. (c) The Company may terminate this Agreement at any time, upon 10 days' prior notice, for Employee's (i) gross negligence in the performance of his duties, upon notice of same from Company and failure to cure within 30 days; (ii) intentional misconduct, including but not limited to, commission of any felony, or of any misdemeanor involving dishonesty or moral turpitude, or violation of any state or federal law in the course of his employment; or theft or intentional misuse of the Company's Site fails to perform property or time; or (iii) material breach of any obligation created by this Agreement (including the Noncompete Agreement and Confidentiality and Inventions Agreement incorporated by reference in accordance with Sections 6 and 7 below). (d) The Company or Employee may terminate this Agreement, including, without limitation, with respect to "User Considerations" under Section 6 or "Product Responsibility" under Section 9, AT&T shall have the right Agreement at any time and for any or no reason upon at its discretion least 30 days' notice to sever immediately one or all of the links between the Service and the Tracked Pagesother. In the event that AT&T sevexx x xinkEmployee is removed from his position as Chief Executive Officer of the Company, AT&T will give Company prompt or his duties as Chief Executive Officer are materially diminished, Employee may elect to treat such event, by notice of such fact and termination within 30 days of its occurrence, as a termination by the Company pursuant to this Section 5(d). (e) If this Agreement is terminated by the Company pursuant to Sections 5(b) or 5(d), then (i) the Company shall have five pay as severance to Employee one years' current base salary, in equal monthly installments, subject to all applicable deductions and withholdings (5provided that a termination by the Company resulting from a change of control event described in Section 5(f) shall cause the severance payment to be increased to two years' current base salary); and (ii) the Company shall, within 60 days from receipt of the audited financial statements for that fiscal year, pay to resolve Employee any Performance Bonus for which Employee would be eligible for that year, pro-rated based on the problem date of Employee's termination. As a condition to receiving any severance payments under this Agreement, Employee shall execute a release reasonably acceptable to the reasonable satisfaction Company and Employee, and shall comply with his obligations under the Noncompete Agreement and Confidentiality and Inventions Agreement incorporated by reference in Sections 6 and 7 of AT&T. If the link remains severed for more than ten (10) days, then AT&T may, immediately and without further notice, terminate this Agreement. (cf) Amounts due and owing AT&T arising prior In the event of a consolidation or merger involving the Company in which the Company is not the surviving entity or any transaction in which more than 50% of the Company's voting power is transferred or more than 50% of the Company's assets are sold, the vesting of 100% of the Options granted hereunder to any Employee shall be accelerated to occur immediately upon such event. (g) If Employee gives notice of termination shall continue to be paid to AT&T pursuant to Section 45(d), but AT&T the Company may, at its option, terminate Employee immediately upon payment to Employee of 30 days salary or salary for the remainder of the notice period, whichever is less, subject to all applicable deductions and withholdings. A termination initiated by Employee pursuant to Section 5(d) shall not be entitled cause no acceleration of vesting of Options, shall cause Employee to collect commissions or any Sponsorship Fee accruing after such termination. The Sponsorship Fee payable upon termination forfeit his eligibility for a Performance Bonus for that fiscal year, and shall be prorated based on the number of days in the calendar month prior to the termination datecreate no severance obligation under Section 5(e).