Common use of Termination and Severance Clause in Contracts

Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by the Board), (ii) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you upon not less than 30 days' prior written notice for Good Reason. In the event of termination of the Employment Period pursuant to clauses (iii) or (iv) above and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following the date of such termination. Except as set forth in this paragraph 4, you shall not be entitled to any compensation or other payment from any current or future member, or affiliate of any such member, of the SMTC Group in connection with the termination of your employment. For purposes of this Agreement, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reduction.

Termination and Severance. The Employment Period shall terminate (a) During the term of employment hereunder, your employment may be terminated as follows: (i) At any time upon prior to its scheduled expiration date on written notice by the first to occur Company for any reason other than Cause (as defined below) or no reason ("Termination Without Cause"). (ii) At any time upon three (3) months prior written notice by you for any reason other than Good Reason (as defined below) or no reason. (iii) Automatically in the event of (iA) your death or permanent disability (defined as B) your actual inability to perform normal duties the essential duties, responsibilities and functions of your position with the Company as a result of any mental or physical incapacity, even with reasonable accommodations for such disability or incapacity provided by the Company, which inability lasts (or is likely to last, based on competent medical evidence presented to the Board) for a continuous period of 90 consecutive days six (6) months or for a total longer. The reasoned and good faith judgment of 120 days in any two-year period the Board as to your mental or your prospective physical inability to perform shall be final so long as such duties for such period as determined in good faith by the Board), (ii) a vote of judgment is based on competent medical evidence presented to the Board directing such termination for Cause, (iii) a vote by you and by any physician or group of physicians engaged by you or the Board directing to advise the Board on such termination without Cause, or matters. (iv) Immediately upon written notice by the Company if such termination is for Cause ("Termination for Cause"). (v) Immediately upon written notice by you upon not less than 30 days' prior written notice if such termination is for Good Reason. In . (vi) At any time by mutual written agreement between you and the event of Company. (b) Upon termination of your employment hereunder for any reason, all obligations of the Employment Period pursuant Company shall cease upon such termination, except the Company's obligations to clauses (iiii) or (iv) above and so long as you comply with pay the restrictions compensation set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following Section 2 hereof through the date of such termination. Except as , (ii) provide the benefits set forth in this paragraph 4Section 4 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth in Section 5(c) below. In the event that your employment is terminated by you without Good Reason or as a result of a Termination for Cause by the Company, you shall not be entitled to any bonus compensation or other payment from any current or future member, or affiliate of any such member, in respect of the SMTC Group in connection with the termination calendar year of your employment. For purposes termination. (c) In the event that your employment is terminated for Good Reason or as a result of this Agreementa Termination Without Cause, you shall be entitled to receive an amount equal to twelve (x12) "CAUSE" shall mean months severance pay at the monthly rate of your then-current base salary, payable in twelve (12) equal monthly installments following such termination, unless increased pursuant to the terms of Section 5(f) below, if and only if (i) your willful you have executed and repeated failure delivered to the Company a mutual general release of all claims against you, on the one hand, and the Company and its directors, officers and affiliates, on the other hand, which general release shall be in the form of EXHIBIT A attached hereto, and (ii) subsequent to such termination, you shall not have (A) revoked or breached the provisions of such general release or breached or otherwise failed to comply with the lawful directives provisions of Sections 6, 7 or 8 of this letter agreement, or (B) applied for unemployment compensation chargeable to the BoardCompany during such severance period. (d) For purposes hereof, the term "Cause" means the following: (i) the commission of fraud, theft or embezzlement by you in connection with your duties to the Company or any of its customers or other material business relations; (ii) any criminal act your conviction of (or act entry of dishonesty, disloyalty, misconduct a plea of guilty or moral turpitude by you that is injurious NOLO CONTENDERE to) a felony (other than minor traffic violations) (A) in connection with your duties to the property, operations, Company or any of its customers or other material business or reputation of any member of the SMTC Grouprelations, or (B) that materially and adversely effects your ability to continue in your position and fulfill your duties to the Company under applicable laws and regulations; (iii) your material breach of this Agreement that gross mismanagement demonstrably and materially injurious to the Company, which is not cured within 30 thirty (30) days after a written notice thereof demand is delivered to you by the CompanyBoard which identifies the grounds therefor; (iv) any material breach by you of the provisions of this letter agreement (including any breach by you of the provisions set forth in Sections 6, and (y7 or 8 hereof) "GOOD REASON" shall mean (i) the Company's or any other material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by any other agreement between or among you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do in either event which breach has not terminate been cured within 30 thirty (30) days after a written demand is delivered to you by the Company Board which identifies the grounds therefor. Any disagreement concerning whether there has provided been "Cause" for termination will be resolved by the Board in its sole discretion acting in good faith after providing you notice of any such reduction in responsibilities, then you shall be deemed an opportunity to have waived your right to terminate address the Board at a full meeting thereof regarding whether or not there has been "Cause" for Good Reason based on such reductiontermination.

Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by the Board), (ii) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you upon not less than 30 days' prior written notice for Good Reason. In the event of termination of the Employment Period pursuant to clauses (iii) or (iv) above and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following the date of such termination. Except as set forth in this paragraph 4, you shall not be entitled to any compensation or other payment from the Company or any current or future member, or affiliate of any such member, of the SMTC Group its affiliates in connection with the termination of your employment. For purposes of this Agreementagreement, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC GroupCompany, or (iii) your material breach of this Agreement agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement agreement that is not cured within 30 days after written notice thereof to the Company by you or you, (ii) a reduction in your responsibilities and authority such that you no longer function as a the Executive Vice President of Business Development for the Company, (iii) a change in the location of the Hi-Tech Manufacturing, Inc. facility where you regularly report for work, which change extends your commute to such facility by more than 25 miles going one way, or (iv) your removal from the Board, provided however, that (a) if you do not terminate within 30 days after the Company has provided you notice of any such a reduction in of your responsibilities, or (b) if you resign from the Board, then you shall be deemed to have waived your right to terminate for Good Reason based on such reductionaction.

Termination and Severance. The Employment Period shall terminate (a) During the term of employment hereunder, your employment may be terminated as follows: (i) At any time upon prior to its scheduled expiration date on written notice by the first to occur Company for any reason other than Cause (as defined below) or for no reason (“Termination Without Cause”). (ii) At any time upon three (3) months’ prior written notice by you for any reason other than Good Reason (as defined below) or for no reason. (iii) Automatically in the event of (iA) your death or permanent disability (defined as B) your actual inability to perform normal duties the essential duties, responsibilities and functions of your position with the Company as a result of any mental or physical incapacity, even with reasonable accommodations for such disability or incapacity provided by the Company, which inability lasts (or is likely to last, based on competent medical evidence presented to the Board) for a continuous period of 90 consecutive days six (6) months or for a total longer. The reasoned and good faith judgment of 120 days in any two-year period the Board as to your mental or your prospective physical inability to perform shall be final so long as such duties for such period as determined in good faith by the Board), (ii) a vote of judgment is based on competent medical evidence presented to the Board directing such termination for Cause, (iii) a vote by you and by any physician or group of physicians engaged by you or the Board directing to advise the Board on such termination without Cause, or matters. (iv) Immediately upon written notice by the Company if such termination is for Cause (“Termination for Cause”). (v) Immediately upon written notice by you upon not less than 30 days' prior written notice if such termination is for Good Reason. In . (vi) At any time by mutual written agreement between you and the event of Company. (b) Upon termination of your employment hereunder for any reason, all obligations of the Employment Period pursuant Company shall cease upon such termination, except the Company’s obligations to clauses (iiii) or (iv) above and so long as you comply with pay the restrictions compensation set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following Section 2 hereof through the date of such termination. Except as , (ii) provide the benefits set forth in this paragraph 4Section 5 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth in Section 6(c) or Section 6(f) below. Except with respect to a termination of employment described in Section 6(c) or Section 6(f), in the event that your employment is terminated by you without Good Reason or as a result of a Termination for Cause by the Company, you shall not be entitled to any bonus compensation or other payment from any current or future member, or affiliate of any such member, in respect of the SMTC Group in connection calendar year of your termination. (c) Except with the respect to a termination of employment described in Section 6(f), in the event that your employment. For purposes employment is terminated for Good Reason or as a result of this Agreementa Termination Without Cause (a “Qualifying Termination”), (x) "CAUSE" you shall mean be entitled to (i) an amount equal to eighteen (18) months’ severance pay at the monthly rate of your willful and repeated failure to comply then-current Base Salary, payable in eighteen (18) equal monthly installments commencing with the lawful directives first month after your date of the Board, termination and (ii) any criminal act or act continued medical coverage for eighteen (18) months following your date of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious termination on the same terms and conditions (including cost sharing) made available to the property, operations, business or reputation of any member senior executives of the SMTC GroupCompany; PROVIDED THAT such coverage shall terminate if you become eligible for employer-provided medical coverage during such eighteen (18) month period, or (iii) immediate vesting of an amount equal to 50% of the Applicable Percentage (as defined below) of your material breach of this Agreement that is not cured within 30 days after written notice thereof to you outstanding unvested options, stock appreciation rights, restricted stock, deferred stock or other similar equity awards granted by the Company, with all outstanding options and stock appreciation rights being exerciseable under the earlier of the expiration of the original term of such awards or for three (3) months following your date of termination, (iv) a pro rata bonus (the “Pro Rata Bonus”) for the year in which your termination occurs equal to the bonus the Company determines in good faith you would have received if your employment had not terminated (the determination of which shall be based upon your target bonus as of your date of termination and the bonus payouts (as a percentage of target bonus) to other senior executives of the Company for the year of termination) multiplied by a fraction, the numerator of which is the number of days in the calendar year preceding your date of termination and the denominator of which is 365 and (yv) "GOOD REASON" an aggregate amount (the “Termination Bonus”) equal to the product of (A) the product of one and one-half (1.5) times your target bonus in effect as of the Qualifying Termination and (B) the Applicable Percentage. “Applicable Percentage” means an amount, expressed as a percentage, equal to (1) the sum of (a) the percentage of your target bonus that you earned for the immediately preceding completed fiscal year multiplied by three, (b) the percentage of your target bonus that you earned for the completed fiscal year immediately preceding the fiscal year described in (a) above multiplied by two, and (c) the percentage of your target bonus that you earned for the completed fiscal year immediately preceding the fiscal year described in (b) above multiplied by one, divided by (2) six. If you were not employed by the Company during any such period or did not receive a bonus for any such period, such period shall mean be counted as zero for purposes of this calculation, but the denominator shall still be counted as six. The Pro Rata Bonus shall be paid at such time as bonuses are paid to the other senior executives and the Termination Bonus shall be paid in 18 equal monthly installments in accordance with the provisions of clause (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company), provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reductionabove.

Termination and Severance. The Employment Period shall terminate (a) During the term of employment hereunder, your employment may be terminated as follows: (i) At any time upon prior to its scheduled expiration date on written notice by the first to occur Company for any reason other than Cause (as defined below) or for no reason ("Termination Without Cause"). (ii) At any time upon three (3) months' prior written notice by you for any reason other than Good Reason (as defined below) or for no reason. (iii) Automatically in the event of (iA) your death or permanent disability (defined as B) your actual inability to perform normal duties the essential duties, responsibilities and functions of your position with the Company as a result of any mental or physical incapacity, even with reasonable accommodations for such disability or incapacity provided by the Company, which inability lasts (or is likely to last, based on competent medical evidence presented to the Board) for a continuous period of 90 consecutive days six (6) months or for a total longer. The reasoned and good faith judgment of 120 days in any two-year period the Board as to your mental or your prospective physical inability to perform shall be final so long as such duties for such period as determined in good faith by the Board), (ii) a vote of judgment is based on competent medical evidence presented to the Board directing such termination for Cause, (iii) a vote by you and by any physician or group of physicians engaged by you or the Board directing to advise the Board on such termination without Cause, or matters. (iv) Immediately upon written notice by the Company if such termination is for Cause ("Termination for Cause"). (v) Immediately upon written notice by you upon not less than 30 days' prior written notice if such termination is for Good Reason. In . (vi) At any time by mutual written agreement between you and the event of Company. (b) Upon termination of your employment hereunder for any reason, all obligations of the Employment Period pursuant Company shall cease upon such termination, except the Company's obligations to clauses (iiii) or (iv) above and so long as you comply with pay the restrictions compensation set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following Section 2 hereof through the date of such termination. Except as , (ii) provide the benefits set forth in this paragraph 4Section 5 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth in Section 6(c) below. In the event that your employment is terminated by you without Good Reason or as a result of a Termination for Cause by the Company, you shall not be entitled to any bonus compensation or other payment from any current or future member, or affiliate of any such member, in respect of the SMTC Group in connection with the termination calendar year of your employment. For purposes termination. (c) In the event that your employment is terminated for Good Reason or as a result of this Agreementa Termination Without Cause, you shall be entitled to receive an amount equal to twelve (x12) "CAUSE" shall mean months' severance pay at the monthly rate of your then-current Base Salary, payable in twelve (12) equal monthly installments following such termination, unless increased pursuant to the terms of Section 6(f) below, if and only if (i) your willful you have executed and repeated failure delivered to the Company a mutual general release of all claims against you, on the one hand, and the Company and its directors, officers and affiliates, on the other hand, which general release shall be in the form of EXHIBIT B attached hereto (with such modifications as may be necessary to comply with then-existing legal requirements), and (ii) subsequent to such termination, you shall not have (A) revoked or breached the provisions of such general release or breached or otherwise failed to comply with the lawful directives provisions of Sections 7, 8 or 9 of this letter agreement, or (B) applied for unemployment compensation chargeable to the BoardCompany during such severance period. (d) For purposes hereof, the term "Cause" means the following: (i) the commission of fraud, theft or embezzlement by you in connection with your duties to the Company or any of its customers or other material business relations; (ii) any criminal act your conviction of (or act entry of dishonesty, disloyalty, misconduct a plea of guilty or moral turpitude by you that is injurious NOLO CONTENDERE to) a felony (other than minor traffic violations) (A) in connection with your duties to the property, operations, Company or any of its customers or other material business or reputation of any member of the SMTC Grouprelations, or (B) that materially and adversely effects your ability to continue in your position and fulfill your duties to the Company under applicable laws and regulations; (iii) your material breach of this Agreement that mismanagement demonstrably injurious to the Company, which is not cured within 30 thirty (30) days after a written notice thereof demand is delivered to you by the CompanyBoard which identifies the grounds therefor; or (iv) any breach by you of the provisions of this letter agreement (including any breach by you of the provisions set forth in Sections 7, and (y8 or 9 hereof) "GOOD REASON" shall mean (i) the Company's material or any other breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by any other agreement between or among you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do in either event which breach has not terminate been cured within 30 thirty (30) days after a written demand is delivered to you by the Company Board which identifies the grounds therefor. Any disagreement concerning whether there has provided been "Cause" for termination will be resolved by the Board in its sole discretion acting in good faith after providing you notice of any such reduction in responsibilities, then you shall be deemed an opportunity to have waived your right to terminate address the Board at a full meeting thereof regarding whether or not there has been "Cause" for Good Reason based on such reductiontermination.

Termination and Severance. The Employment Period shall terminate a. During the term of employment hereunder, your employment may be terminated as follows: i. At any time upon prior to its scheduled expiration date on written notice by the first to occur Company for any reason other than Cause (as defined below) or no reason (“Termination Without Cause”). ii. At any time upon four (4) months’ prior written notice by you for any reason other than Good Reason (as defined below) or no reason. iii. Automatically in the event of (iA) your death or permanent disability (defined as B) your actual inability to perform normal duties the essential duties, responsibilities and functions of your position with the Company as a result of any mental or physical incapacity, even with reasonable accommodations for such disability or incapacity provided by the Company, which inability lasts (or is likely to last, based on competent medical evidence presented to the Board) for a continuous period of 90 consecutive days six (6) months or for a total longer. The reasoned and good faith judgment of 120 days in any two-year period the Board as to your mental or your prospective physical inability to perform shall be final so long as such duties for judgment is based on competent medical evidence presented to the Board by you and by any physician or group of physicians engaged by you or the Board to advise the Board on such period as determined in good faith matters. iv. Immediately upon written notice by the Board), (ii) a vote of the Board directing Company if such termination is for Cause (“Termination for Cause, (iii) a vote of the Board directing ”). v. Immediately upon written notice by you if such termination without Cause, or (iv) termination by you upon not less than 30 days' prior written notice is for Good Reason. vi. In At any time by mutual written agreement between you and the event of Company. b. Upon termination of your employment hereunder for any reason, all obligations of the Employment Period pursuant Company shall cease upon such termination, except the Company’s obligations to clauses (iiii) or (iv) above and so long as you comply with pay the restrictions compensation set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following Section 2 hereof through the date of such termination. Except as , (ii) provide the benefits set forth in this paragraph 4Section 4 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth Section 5(c) and Section 5(d) below. In the event that your employment is terminated by you without Good Reason or as a result of a Termination for Cause by the Company, you shall not be entitled to any bonus compensation in respect of the calendar year of your termination. c. In the event that your employment is terminated for Good Reason or as a result of a Termination Without Cause, if and only if (i) you have executed and delivered to the Company a mutual general release of all claims against you, on the one hand, and the Company and its directors, officers and affiliates, on the other payment from any current hand, which general release shall be in accordance with the standard form of release required by the Company for other terminated employees as a condition for severance payment, and (ii) subsequent to such termination, you shall not have (A) revoked or future memberbreached the provisions of such general release or breached or otherwise failed to comply with the provisions of Sections 6, 7 or 8 of this letter agreement, or affiliate (B) applied for unemployment compensation chargeable to the Company during such severance period, you shall be entitled to receive the following: i. an amount equal to twelve (12) months’ severance pay at the monthly rate of any your then-current base salary, payable in twelve (12) equal monthly installments following such membertermination; ii. bonus for the prior year, if any, that the Company has declared that you have earned but which has not yet been paid; iii. the average annual bonus (including the cash and equity component of such annual bonus) earned by you for the two most recently completed fiscal years of the SMTC Group in connection Company (it being understood that if you are terminated after the end of a fiscal year but before the date on which bonuses for such year have been paid to senior executives of the Company, your average bonus shall be calculated using the two fiscal years immediately preceding such year) (“Average Bonus”); and iv. continued medical coverage at active employee rates for a 12-month period. d. In the event that your employment is terminated by reason of your death or Disability, we shall pay to you (or your personal representative as the case may be): (i) the amount of your Base Salary and expenses accrued with respect to the period prior to the date of termination of your employment. For purposes of this Agreement, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, extent not previously paid; (ii) any criminal act or act of dishonestybonus for the prior year, disloyaltyif any, misconduct or moral turpitude by that we have declared that you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or have earned but which has not yet paid; (iii) a lump sum cash payment equal to the your material breach annual bonus (including the cash and equity component of this Agreement that such annual bonus) from the prior year based on the number of days of the current year you have been employed by the Company and the denominator of which is not cured within 30 days after written notice thereof 365; (iv) continued medical coverage at active-employee rates for two years or, if earlier, until you receive subsequent employer-provided coverage; and (v) the amount of any benefits as are payable to you (or your personal representative) by reason of such death or disability under the terms of any employee plan or insurance program maintained by the CompanyCompany and in which you were a participant. e. For purposes hereof, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to term “Cause” means the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reduction.following:

Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by the Board), (ii) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you upon not less than 30 days' prior written notice for Good Reason. In the event of termination of the Employment Period pursuant to clauses (iii) or (iv) above and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following the date of such termination. Except as set forth in this paragraph 4, you shall not be entitled to any compensation or other payment from any current or future member, or affiliate of any such member, of the SMTC Group in connection with the termination of your employment. For purposes of this Agreement, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice the President and Chief Executive Officer of the CompanyCompany and the members of the SMTC Group or are required to report to any person other than the Board, provided however, that (a) if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, or (b) if, in your capacity as a director of any member of the SMTC Group, you vote to appoint someone else to serve as President or Chief Executive Officer of any member of the SMTC Group, then you shall be deemed to have waived your right to terminate for Good Reason based on such reduction.

Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on (a) During the first to occur term of employment hereunder, your employment may be terminated as follows: (i) your death At any time upon three (3) months' written notice by either you or permanent disability (the Company. The date set forth in the notice shall be hereinafter defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by the Board), Termination Date. (ii) a vote Automatically in the event of the Board directing such termination for Cause, your death. (iii) a vote of the Board directing Immediately upon written notice if such termination without Cause, or is for Cause (as defined below in subparagraph 7(d); or (iv) termination At any time by mutual written agreement of you upon not less than 30 days' prior and the Company. (v) Immediately, if the Company is in default hereunder and fails to cure any such default within thirty (30) days after you send written notice for Good Reason. In of such default to the event of Company. (b) Upon termination of your employment hereunder for any reason, all obligations of the Employment Period pursuant Company shall cease upon such termination, except its obligations to clauses (iiii) or (iv) above and so long as you comply with pay the restrictions compensation set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following paragraph 3 hereof through the date of such termination. Except as set forth in this paragraph 4, you shall not be entitled to any compensation or other payment from any current or future member, or affiliate of any such member, of the SMTC Group in connection with the termination of your employment. For purposes of this Agreement, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) provide the benefits set forth in paragraph 6 hereof through the date of such termination, and any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious unpaid bonus earned under paragraph 4 and to the property, operations, business or reputation of any member of the SMTC Group, or comply with all state and federal laws and regulations applying to such benefits and (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof pay the severance benefits, if applicable, to you by pursuant to the Companyterms and conditions set forth in subparagraph 7(c) below. (c) Company with respect to severance shall expire on the date that you commence full-time employment with a subsequent employer, and if such commencement date occurs within six (y6) months of the Termination Date pursuant to this subparagraph 7(c). The Company shall continue to be responsible for all severance pay obligations accrued through the date such full-time employment commences. (d) For purposes hereof, the term "GOOD REASONCause" shall mean means the following: (i) the Company's material breach any defalcation or misappropriation of this Agreement that is not cured within 30 days after written notice thereof to funds or property of the Company or any affiliate by you or the commission of any dishonest or deceitful act in the course of your employment with the Company; (ii) your conviction of a reduction felony or of any crime involving moral turpitude; (iii) the engaging by you in your responsibilities and authority such that you no longer function as a Vice President illegal conduct which, in the reasonable judgment of the Company, provided howeverplaces you and the Company or any affiliate, that if by association with you, in disrepute; (iv) refusal to perform your duties and responsibilities hereunder persistent neglect of duty or chronic absenteeism; (v) any material breach by you do not terminate within 30 of the terms and conditions hereof, including, without limitation, those certain provisions pertaining to inventions, confidentiality, noncompetition set forth in paragraphs 8, 9 and 10 hereof; or (vi) any attempt to obtain a personal profit from any transaction in which you have an interest adverse to the Company unless such adverse interest and the potential profit is disclosed in writing to the Board of Directors in advance of the transaction. Any disagreement concerning whether there has been "Cause" for termination will be resolved by the Board of Directors in its sole discretion acting in good faith. Notwithstanding the foregoing, in the event of a determination by the Company of Cause pursuant to subparagraphs d(i), d(iv), d(v) or d(vi) above, you will have a cure period of five (5) days after you receive notice thereof from the Company. If you fail to cure such default within the cure period, then the Company has provided may terminate you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reductionCause as set out above.

Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by the Board), (ii) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you for Good Reason (which termination shall in any event be upon not less than 30 days' prior written notice for Good Reasonnotice). In the event of termination of the Employment Period pursuant to clauses (iii) or (iv) above and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years Base Salary until the date which is one year following the date of such terminationtermination or until December 31, 2001, whichever is later. Except as set forth in this paragraph 4, you shall not be entitled to any compensation or other payment from the Company or any current or future member, or affiliate of any such member, of the SMTC Group in connection with the termination of your employment. For purposes of this Agreement, (x) "CAUSECause" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the CompanyCompany (provided, however, that the Company shall be required to allow only one such cure period in each twelve-month period), and (y) "GOOD REASONGood Reason" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Executive Vice President of the CompanyPresident, Pensar Corporation, provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilitiesresponsibilities (provided, however, that the Employee shall be required to allow only one such cure period in each twelve-month period), then you shall be deemed to have waived your right to terminate for Good Reason based on such reduction.. Pensar Employee Employment Agreement July 27, 2000

Termination and Severance. The Employment Period shall terminate (a) During the term of retention hereunder, your retention may be terminated as follows: (i) At any time upon prior to its scheduled expiration date on written notice by the first to occur Company for any reason other than Cause (as defined below) or no reason ("Termination Without Cause"). (ii) At any time upon three (3) months prior written notice by you for any reason other than Good Reason (as defined below) or no reason. (iii) Automatically in the event of (iA) your death or permanent disability (defined as B) your actual inability to perform normal duties the essential duties, responsibilities and functions of your position with the Company as a result of any mental or physical incapacity, even with reasonable accommodations for such disability or incapacity provided by the Company, which inability lasts (or is likely to last, based on competent medical evidence presented to the Board) for a continuous period of 90 consecutive days six (6) months or for a total longer. The reasoned and good faith judgment of 120 days in any two-year period the Board as to your mental or your prospective physical inability to perform shall be final so long as such duties for such period as determined in good faith by the Board), (ii) a vote of judgment is based on competent medical evidence presented to the Board directing such termination for Cause, (iii) a vote by you and by any physician or group of physicians engaged by you or the Board directing to advise the Board on such termination without Cause, or matters. (iv) Immediately upon written notice by the Company if such termination is for Cause ("Termination for Cause"). (v) Immediately upon written notice by you upon not less than 30 days' prior written notice if such termination is for Good Reason. In . (vi) At any time by mutual written agreement between you and the event of Company. (b) Upon termination of your retention hereunder for any reason, all obligations of the Employment Period pursuant Company shall cease upon such termination, except the Company's obligations to clauses (iiii) or (iv) above and so long as you comply with pay the restrictions compensation set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following Section 2 hereof through the date of such termination. Except as , (ii) provide the benefits set forth in this paragraph 4Section 4 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth in Section 5(c) below. In the event that your retention is terminated by you without Good Reason or as a result of a Termination for Cause by the Company, you shall not be entitled to any bonus compensation or other payment from any current or future member, or affiliate of any such member, in respect of the SMTC Group in connection with the termination calendar year of your employment. For purposes termination. (c) In the event that your retention is terminated for Good Reason or as a result of this Agreementa Termination Without Cause, you shall be entitled to receive an amount equal to twelve (x12) "CAUSE" shall mean months severance pay at the monthly rate of your then-current retainer, payable in twelve (12) equal monthly installments following such termination, unless increased pursuant to the terms of Section 5(f) below, if and only if (i) your willful you have executed and repeated failure delivered to the Company a mutual general release of all claims against you, on the one hand, and the Company and its other directors, officers and affiliates, on the other hand, which general release shall be in the form of EXHIBIT A attached hereto, and (ii) subsequent to such termination, you shall not have (A) revoked or breached the provisions of such general release or breached or otherwise failed to comply with the lawful directives provisions of Sections 6, 7 or 8 of this letter agreement, or (B) applied for unemployment compensation chargeable to the BoardCompany during such severance period. (d) For purposes hereof, the term "Cause" means the following: (i) the commission of fraud, theft or embezzlement by you in connection with your duties to the Company or any of its customers or other material business relations; (ii) any criminal act your conviction of (or act entry of dishonesty, disloyalty, misconduct a plea of guilty or moral turpitude by you that is injurious NOLO CONTENDERE to) a felony (other than minor traffic violations) (A) in connection with your duties to the property, operations, Company or any of its customers or other material business or reputation of any member of the SMTC Grouprelations, or (B) that materially and adversely effects your ability to continue in your position and fulfill your duties to the Company under applicable laws and regulations; (iii) your material breach of this Agreement that gross mismanagement demonstrably and materially injurious to the Company, which is not cured within 30 thirty (30) days after a written notice thereof demand is delivered to you by the CompanyBoard which identifies the grounds therefor; (iv) any material breach by you of the provisions of this letter agreement (including any breach by you of the provisions set forth in Sections 6, and (y7 or 8 hereof) "GOOD REASON" shall mean (i) the Company's or any other material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by any other agreement between or among you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do in either event which breach has not terminate been cured within 30 thirty (30) days after a written demand is delivered to you by the Company Board which identifies the grounds therefor. Any disagreement concerning whether there has provided been "Cause" for termination will be resolved by the Board in its sole discretion acting in good faith after providing you notice of any such reduction in responsibilities, then you shall be deemed an opportunity to have waived your right to terminate address the Board at a full meeting thereof regarding whether or not there has been "Cause" for Good Reason based on such reductiontermination.

Termination and Severance. The Employment Period shall terminate (a) During the term of employment hereunder, your employment may be terminated as follows: (i) At any time upon prior to its scheduled expiration date on written notice by the first to occur Company for any reason other than Cause (as defined below) or for no reason (“Termination Without Cause”). (ii) At any time upon three (3) months’ prior written notice by you for any reason other than Good Reason (as defined below) or for no reason. (iii) Automatically in the event of (iA) your death or permanent disability (defined as B) your actual inability to perform normal duties the essential duties, responsibilities and functions of your position with the Company as a result of any mental or physical incapacity, even with reasonable accommodations for such disability or incapacity provided by the Company, which inability lasts (or is likely to last, based on competent medical evidence presented to the Board) for a continuous period of 90 consecutive days six (6) months or for a total longer. The reasoned and good faith judgment of 120 days in any two-year period the Board as to your mental or your prospective physical inability to perform shall be final so long as such duties for such period as determined in good faith by the Board), (ii) a vote of judgment is based on competent medical evidence presented to the Board directing such termination for Cause, (iii) a vote by you and by any physician or group of physicians engaged by you or the Board directing to advise the Board on such termination without Cause, or matters. (iv) Immediately upon written notice by the Company if such termination is for Cause (“Termination for Cause”). (v) Immediately upon written notice by you upon not less than 30 days' prior written notice if such termination is for Good Reason. In . (vi) At any time by mutual written agreement between you and the event of Company. (b) Upon termination of your employment hereunder for any reason, all obligations of the Employment Period pursuant Company shall cease upon such termination, except the Company’s obligations to clauses (iiii) or (iv) above and so long as you comply with pay the restrictions compensation set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following Section 2 hereof through the date of such termination. Except as , (ii) provide the benefits set forth in this paragraph 4Section 4 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth in Section 5(c) or Section 5(g) below. Except with respect to a termination of employment described in Section 5(c) or Section 5(g), in the event that your employment is terminated by you without Good Reason or as a result of a Termination for Cause by the Company, you shall not be entitled to any bonus compensation or other payment from any current or future member, or affiliate of any such member, in respect of the SMTC Group in connection calendar year of your termination. (c) Except with the respect to a termination of employment described in Section 5(g), in the event that your employment. For purposes employment is terminated for Good Reason or as a result of this Agreementa Termination Without Cause (a “Qualifying Termination”), (x) "CAUSE" you shall mean be entitled to (i) an amount equal to twelve (12) months’ severance pay at the monthly rate of your willful and repeated failure to comply then-current Base Salary, payable in twelve (12) equal monthly installments commencing with the lawful directives first month after your date of the Boardtermination, (ii) any criminal act or act continued medical coverage for twelve (12) months following your date of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious termination on the same terms and conditions (including cost sharing) made available to the property, operations, business or reputation of any member senior executives of the SMTC GroupCompany; PROVIDED THAT such coverage shall terminate if you become eligible for employer-provided medical coverage during such twelve (12) month period, or (iii) immediate vesting of an amount equal to 50% of the Applicable Percentage (as defined below) of your material breach of this Agreement that is not cured within 30 days after written notice thereof to you outstanding unvested options, stock appreciation rights, restricted stock, deferred stock or other similar equity awards granted by the Company, with all outstanding options and stock appreciation rights being exerciseable under the earlier of the expiration of the original term of such awards or for three (3) months following your date of termination, (iv) a pro rata bonus (the “Pro Rata Bonus”) for the year in which your termination occurs equal to the bonus the Company determines in good faith you would have received if your employment had not terminated (the determination of which shall be based upon your target bonus as of your date of termination and the bonus payouts (as a percentage of target bonus) to other senior executives of the Company for the year of termination) multiplied by a fraction, the numerator of which is the number of days in the calendar year preceding your date of termination and the denominator of which is 365 and (yv) "GOOD REASON" an aggregate amount (the “Termination Bonus”) equal to the product of (A) your target bonus in effect as of the Change in Control and (B) the Applicable Percentage. “Applicable Percentage” means an amount, expressed as a percentage, equal to (1) the sum of (a) the percentage of your target bonus that you earned for the immediately preceding completed fiscal year multiplied by three, (b) the percentage of your target bonus that you earned for the completed fiscal year immediately preceding the fiscal year described in (a) above multiplied by two, and (c) the percentage of your target bonus that you earned for the completed fiscal year immediately preceding the fiscal year described in (b) above multiplied by one, divided by (2) six. If you were not employed by the Company during any such period or did not receive a bonus for any such period, such period shall mean be counted as zero for purposes of this calculation, but the denominator shall still be counted as six. The Pro Rata Bonus shall be paid at such time as bonuses are paid to other senior executives and the Termination Bonus shall be paid in 12 equal monthly installments in accordance with the provisions of clause (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company), provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reductionabove.

Termination and Severance. The Employment Period shall terminate (a) During the term of retention hereunder, your retention may be terminated as follows: (i) At any time upon prior to its scheduled expiration date on written notice by the first to occur Company for any reason other than Cause (as defined below) or no reason (“Termination Without Cause”). January 3, 2007 Mr. Jxxxx Xxxx Page 2 (ii) At any time upon three (3) months prior written notice by you for any reason other than Good Reason (as defined below) or no reason. (iii) Automatically in the event of (iA) your death or permanent disability (defined as B) your actual inability to perform normal duties the essential duties, responsibilities and functions of your position with the Company as a result of any mental or physical incapacity, even with reasonable accommodations for such disability or incapacity provided by the Company, which inability lasts (or is likely to last, based on competent medical evidence presented to the Board) for a continuous period of 90 consecutive days six (6) months or for a total longer. The reasoned and good faith judgment of 120 days in any two-year period the Board as to your mental or your prospective physical inability to perform shall be final so long as such duties for such period as determined in good faith by the Board), (ii) a vote of judgment is based on competent medical evidence presented to the Board directing such termination for Cause, (iii) a vote by you and by any physician or group of physicians engaged by you or the Board directing to advise the Board on such termination without Cause, or matters. (iv) Immediately upon written notice by the Company if such termination is for Cause (“Termination for Cause”). (v) Immediately upon written notice by you upon not less than 30 days' prior written notice if such termination is for Good Reason. In . (vi) At any time by mutual written agreement between you and the event of Company. (b) Upon termination of your retention hereunder for any reason, all obligations of the Employment Period pursuant Company shall cease upon such termination, except the Company’s obligations to clauses (iiii) or (iv) above and so long as you comply with pay the restrictions compensation set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following Section 2 hereof through the date of such termination. Except as , (ii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth in this paragraph 4Section 5(c) below. In the event that your retention is terminated by you without Good Reason or as a result of a Termination for Cause by the Company, you shall not be entitled to any bonus compensation or other payment from any current or future member, or affiliate of any such member, in respect of the SMTC Group in connection with the termination calendar year of your employment. For purposes termination. (c) In the event that your retention is terminated for Good Reason or as a result of this Agreementa Termination Without Cause, you shall be entitled to receive an amount equal to twelve (x12) "CAUSE" shall mean months severance pay at the monthly rate of your then-current Base Remuneration, payable in twelve (12) equal monthly installments following such termination, unless increased pursuant to the terms of Section 5(f) below, if and only if (i) your willful you have executed and repeated failure delivered to the Company a mutual general release of all claims against you, on the one hand, and the Company and its other directors, officers and affiliates, on the other hand, which general release shall be in the form of Exhibit A attached hereto, and (ii) subsequent to such termination, you shall not have (A) revoked or breached the provisions of such general release or breached or otherwise failed to comply with the lawful directives provisions of the BoardSections 6, (ii) any criminal act 7 or act 8 of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC Groupthis letter agreement, or (iiiB) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof applied for unemployment compensation chargeable to the Company by you or (ii) a reduction in your responsibilities and authority during such that you no longer function as a Vice President of the Company, provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reductionseverance period.

Termination and Severance. The Employment Period shall terminate (a) During the term of employment hereunder, your employment may be terminated as follows: (i) At any time upon prior to its scheduled expiration date on written notice by the first to occur Company for any reason other than Cause (as defined below) or for no reason (“Termination Without Cause”). (ii) At any time upon three (3) months’ prior written notice by you for any reason other than Good Reason (as defined below) or for no reason. (iii) Automatically in the event of (iA) your death or permanent disability (defined as B) your actual inability to perform normal duties the essential duties, responsibilities and functions of your position with the Company as a result of any mental or physical incapacity, even with reasonable accommodations for such disability or incapacity provided by the Company, which inability lasts (or is likely to last, based on competent medical evidence presented to the Board) for a continuous period of 90 consecutive days six (6) months or for a total longer. The reasoned and good faith judgment of 120 days in any two-year period the Board as to your mental or your prospective physical inability to perform shall be final so long as such duties for such period as determined in good faith by the Board), (ii) a vote of judgment is based on competent medical evidence presented to the Board directing such termination for Cause, (iii) a vote by you and by any physician or group of physicians engaged by you or the Board directing to advise the Board on such termination without Cause, or matters. (iv) Immediately upon written notice by the Company if such termination is for Cause (“Termination for Cause”). (v) Immediately upon written notice by you upon not less than 30 days' prior written notice if such termination is for Good Reason. In . (vi) At any time by mutual written agreement between you and the event of Company. (b) Upon termination of your employment hereunder for any reason, all obligations of the Employment Period pursuant Company shall cease upon such termination, except the Company’s obligations to clauses (iiii) or (iv) above and so long as you comply with pay the restrictions compensation set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following Section 2 hereof through the date of such termination. Except as , (ii) provide the benefits set forth in this paragraph 4Section 4 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth in Section 5(c) or Section 5(f) below. Except with respect to a termination of employment described in Section 5(c) or Section 5(f), in the event that your employment is terminated by you without Good Reason or as a result of a Termination for Cause by the Company, you shall not be entitled to any bonus compensation or other payment from any current or future member, or affiliate of any such member, in respect of the SMTC Group in connection calendar year of your termination. (c) Except with the respect to a termination of employment described in Section 5(f), in the event that your employment. For purposes employment is terminated for Good Reason or as a result of this Agreementa Termination Without Cause (a “Qualifying Termination”), (x) "CAUSE" you shall mean be entitled to (i) an amount equal to twelve (12) months’ severance pay at the monthly rate of your willful and repeated failure to comply then-current Base Salary, payable in twelve (12) equal monthly installments commencing with the lawful directives first month after your date of the Boardtermination, (ii) any criminal act or act continued medical coverage for twelve (12) months following your date of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious termination on the same terms and conditions (including cost sharing) made available to the property, operations, business or reputation of any member senior executives of the SMTC GroupCompany; PROVIDED THAT such coverage shall terminate if you become eligible for employer-provided medical coverage during such twelve (12) month period, or (iii) immediate vesting of an amount equal to 50% of the Applicable Percentage (as defined below) of your material breach of this Agreement that is not cured within 30 days after written notice thereof to you outstanding unvested options, stock appreciation rights, restricted stock, deferred stock or other similar equity awards granted by the Company, with all outstanding options and stock appreciation rights being exerciseable under the earlier of the expiration of the original term of such awards or for three (3) months following your date of termination, (iv) a pro rata bonus (the “Pro Rata Bonus”) for the year in which your termination occurs equal to the bonus the Company determines in good faith you would have received if your employment had not terminated (the determination of which shall be based upon your target bonus as of your date of termination and the bonus payouts (as a percentage of target bonus) to other senior executives of the Company for the year of termination) multiplied by a fraction, the numerator of which is the number of days in the calendar year preceding your date of termination and the denominator of which is 365 and (yv) "GOOD REASON" an aggregate amount (the “Termination Bonus”) equal to the product of (A) your target bonus in effect as of the Qualifying Termination and (B) the Applicable Percentage. “Applicable Percentage” means an amount, expressed as a percentage, equal to (1) the sum of (a) the percentage of your target bonus that you earned for the immediately preceding completed fiscal year multiplied by three, (b) the percentage of your target bonus that you earned for the completed fiscal year immediately preceding the fiscal year described in (a) above multiplied by two, and (c) the percentage of your target bonus that you earned for the completed fiscal year immediately preceding the fiscal year described in (b) above multiplied by one, divided by (2) six. If you were not employed by the Company during any such period or did not receive a bonus for any such period, such period shall mean be counted as zero for purposes of this calculation, but the denominator shall still be counted as six. The Pro Rata Bonus shall be paid at such time as bonuses are paid to the other senior executives and the Termination Bonus shall be paid in 12 equal monthly installments in accordance with the provisions of clause (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company), provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reductionabove.