Common use of Termination and Severance Clause in Contracts

Termination and Severance. The Employment Period shall terminate on the first to occur of (i) 30 days following written notice by you to the Company of your resignation (it being understood that you will continue to perform your services hereunder during such 30 day period), (ii) 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 normal duties for a period of 90 consecutive days as determined by a physician reasonably acceptable to both parties), (iii) a vote of the Board directing such termination for Cause, (iv) a vote of the Board directing such termination without Cause, or (v) the then-current scheduled expiration date of the Employment Period. In the event of termination of the Employment Period pursuant to clause (iv) 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 a period of twelve months following the date of such termination or for the remainder of the Employment Period, whichever is less; provided, however, that the Company may in its sole discretion provide such severance compensation for a period of up to one year following such termination; and provided further, that such amounts shall be accelerated in the event that the Company defaults in making such payments for a period of 30 days. Except as otherwise set forth in this paragraph 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment from the Company following termination of the Employment Period. For purpose of this agreement, "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 in any significant respect to the property, operations, business or reputation of the Company, (iii) your material breach of this agreement, or (iv) actions by you which, but for the provisions of clause (ii) of paragraph 6(a), would violate the provisions of such paragraph 6(a) and which are injurious in any significant respect to the property, operations, business or reputation of the Company (it being understood that your mere involvement on behalf of Cacomm shall not in and of itself constitute an injury to the Company's reputation).

Termination and Severance. The Employment Period shall This position is for no set period or term and just as you have the right to resign your position at any time, for any reason, QRS reserves the right to terminate on your employment at any time, with or without good cause and with or without advance notice. If the first Company terminates your employment without cause under circumstances not entitling you to occur severance and accelerated vesting under “Change of (i) 30 days following 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. As a condition of receiving the severance benefits set forth in this paragraph, you must sign a written notice by you release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your resignation employment, excluding any claims for indemnification against claims made by third parties, and any time period during which you may revoke such release must lapse. Such severance pay will be made in three equal installments with the first payment occurring prior to the later of (it being understood that you will continue to perform a) ten days following the termination of your services hereunder during such 30 day period), (ii) 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 normal duties for a period of 90 consecutive days as determined by a physician reasonably acceptable to both parties), (iii) a vote of the Board directing such termination for Cause, (iv) a vote of the Board directing such termination without Cause, employment or (vb) ten days following the then-current scheduled receipt of your written release and expiration date of any revocation period and the Employment Period. In the event of termination of the Employment Period pursuant remaining two payments to clause (iv) be made three 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 a period of twelve six months following the date of such termination or for the remainder of the Employment Period, whichever is less; provided, however, that the Company may in its sole discretion provide 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 (6) months following your termination. You shall receive no severance compensation for a period of up to one year following such termination; and provided further, that such amounts shall be accelerated in the event that benefits under this paragraph if the Company defaults in making such payments terminates your employment for a period of 30 days. Except as otherwise set forth in this paragraph 4 cause or pursuant to the terms of employee benefit plans in which you participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment from the Company following termination of the Employment Periodvoluntarily resign your position. For purpose purposes of this agreement, "Cause" termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (i1) your willful and repeated failure to comply perform in a diligent or competent fashion consistent with your position as 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 the lawful directives Company or of the Board, (ii) any criminal act of your fiduciary or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious in any significant respect to the property, operations, business or reputation legal obligations as an officer of the Company, (iii3) your failure to follow in a material breach of this agreementrespect Company policies or directives applicable to your position, (4) any willful misconduct on your part or (iv5) actions by any unauthorized activity on your part that creates a material conflict of interest between you which, but for the provisions of clause (ii) of paragraph 6(a), would violate the provisions of such paragraph 6(a) and which are injurious in any significant respect to the property, operations, business or reputation of the Company (it being understood after you have been provided a reasonable opportunity to refrain from that your mere involvement on behalf of Cacomm shall not in and of itself constitute an injury to the Company's reputation)activity.

Termination and Severance. The Employment Period shall terminate on the first to occur of (i) 30 days following written notice by you to the Company of your resignation (it being understood that you will continue to perform your services hereunder during such 30 day period), (ii) your death or permanent disability (defined as your actual inability to perform normal duties This position is for a period of 90 consecutive days or for a total of 120 days in any two-year no set period or your prospective inability to perform normal duties for a period of 90 consecutive days as determined by a physician reasonably acceptable to both parties), (iii) a vote of the Board directing such termination for Cause, (iv) a vote of the Board directing such termination without Cause, or (v) the then-current scheduled expiration date of the Employment Period. In the event of termination of the Employment Period pursuant to clause (iv) term and so long just as you comply 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 cause, with or without notice. For the restrictions set forth in paragraphs 5 and 6 belowperiod ending October 2002, the Company shall continue to pay your base salary for a period of twelve months following the date of such termination or for the remainder of the Employment Period, whichever is less; provided, however, that the Company may in its sole discretion provide such severance compensation for a period of up to one year following such termination; and provided further, that such amounts shall be accelerated in the event your employment is terminated without cause, you will become entitled to twelve (12) months of severance pay equal in the aggregate to your targeted total annual compensation and benefits at the level in effect at the time of your termination. In addition, your QRS stock options and restricted shares will become fully vested. After that initial period (i.e., after October 2002), in the Company defaults event your employment is terminated without cause, you will become entitled to twelve (12) months of severance pay equal in making such the aggregate to your base compensation and benefits at the level in effect at the time of your termination. Your severance payments will be made in accordance with the Company's standard payroll practices for a period of 30 days. Except as otherwise set forth in this paragraph 4 or pursuant current employees and will be subject to the terms Company's collection of employee benefit plans in which you participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment from the Company following termination of the Employment Periodall applicable withholding taxes. For purpose purposes of this agreement, termination "Causefor cause" shall mean a termination of your employment for any of the following reasons: (i1) your willful and repeated failure to comply substantially perform the material duties of your position with the lawful directives of Company after a written demand for substantial performance is delivered to you by the Board, Company which specifically identifies the manner in which you have not substantially performed those duties and which provides a reasonable period for you to cure those deficiencies; (ii2) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude a material breach by you that is injurious in of your obligations under any significant respect to confidential or proprietary information agreements with the property, operations, business Company or reputation of any of your fiduciary obligations as an officer of the Company, (iii3) your failure to follow in a material breach of this agreementrespect the reasonable policies or directives established on an employee-wide basis by the Company, after written notice to you indicating the policies or directives with which you are not in material compliance, (4) any willful misconduct on your part having a material detrimental effect on the Company or (iv5) actions by any unauthorized activity on your part which creates a material conflict of interest between you which, but for the provisions of clause (ii) of paragraph 6(a), would violate the provisions of such paragraph 6(a) and which are injurious in any significant respect to the property, operations, business or reputation of the Company (it being understood after you have been provided with a reasonable opportunity to refrain from that your mere involvement on behalf of Cacomm shall not in and of itself constitute an injury to the Company's reputation)activity.

Termination and Severance. The Employment Period shall This position is for no set period or term and just as you have the right to resign your position at any time, for any reason, QRS reserves the right to terminate on your employment at any time, with or without good cause, with or without advance notice. If the Company terminates your employment without cause 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 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 to occur of (i) 30 payment occurring within ten days following the termination of your employment and the remaining three payments to be made three, six and nine months following the date that the Company terminates your employment. In addition, you shall be entitled to receive at the time of your termination the pro-rata amount (based upon the length of your employment during the fiscal year) of your annual target incentive compensation calculated at 100% of your target incentive for the period of your service during the fiscal year. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for 12 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 by you release in a form acceptable to the Company of your resignation (it being understood that any known and unknown claims by you will continue to perform your services hereunder during such 30 day period), (ii) 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 normal duties for a period of 90 consecutive days as determined by a physician reasonably acceptable to both parties), (iii) a vote of the Board directing such termination for Cause, (iv) a vote of the Board directing such termination without Cause, or (v) the then-current scheduled expiration date of the Employment Period. In the event of termination of the Employment Period pursuant to clause (iv) and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, against the Company shall continue 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 pay your base salary for a period of twelve months following the date of such termination or for the remainder of the Employment Period, whichever is less; provided, however, that the Company may in its sole discretion provide such severance compensation for a period of up to one year following such termination; and provided further, that such amounts shall be accelerated in the event that the Company defaults in making such payments for a period of 30 days. Except as otherwise set forth in you under this paragraph 4 or pursuant to the terms of employee benefit plans in until you have executed such release and any time period during which you participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment from the Company following termination of the Employment Periodmay revoke such release has lapsed. For purpose purposes of this agreement, "Cause" termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (i1) your willful and repeated failure to comply perform in a diligent or competent fashion consistent with your position as CEO, President or member of the Board of Directors 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 the lawful directives Company or of the Board, (ii) any criminal act of your fiduciary or act of dishonesty, disloyalty, misconduct legal obligations as a director or moral turpitude by you that is injurious in any significant respect to the property, operations, business or reputation officer of the Company, (iii3) your failure to follow in a material breach of this agreementrespect Company policies or directives applicable to your position, (4) any willful misconduct on your part or (iv5) actions by any unauthorized activity on your part that creates a material conflict of interest between you which, but for the provisions of clause (ii) of paragraph 6(a), would violate the provisions of such paragraph 6(a) and which are injurious in any significant respect to the property, operations, business or reputation of the Company (it being understood after you have been provided a reasonable opportunity to refrain from that your mere involvement on behalf of Cacomm shall not in and of itself constitute an injury to the Company's reputation)activity.

Termination and Severance. The Employment Period shall terminate on (a) During the first to occur term of employment hereunder, your employment may be terminated as follows: (i) 30 days following At any time upon three (3) months' written notice by either you or the Company. The date set forth in the notice shall be hereinafter defined as the Termination Date. (ii) Automatically in the event of your death. (iii) Immediately upon written notice if such termination is for Cause (as defined below in subparagraph 8(d)); or (iv) At any time by mutual written agreement of you 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 of such default to the Company Company. (b) Upon termination of your resignation employment hereunder for any reason, all obligations of the Company hereunder shall cease upon such termination, except its obligations to (it being understood that you will continue to perform your services hereunder during i) pay the compensation set forth in paragraph 3 hereof through the date of such 30 day period)termination, (ii) 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 normal duties for a period of 90 consecutive days as determined by a physician reasonably acceptable to both parties), (iii) a vote of provide the Board directing such termination for Cause, (iv) a vote of the Board directing such termination without Cause, or (v) the then-current scheduled expiration date of the Employment Period. In the event of termination of the Employment Period pursuant to clause (iv) and so long as you comply with the restrictions benefits set forth in paragraphs 5 and paragraph 6 below, the Company shall continue to pay your base salary for a period of twelve months following hereof through the date of such termination or and any unpaid bonus earned under paragraph 4 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 subparagraph 8(c) below. (c) In the event that your employment is terminated by the Company for any reason other than Cause (as such term is defined below in subparagraph 8(d)), you will receive, commencing on the remainder Termination Date, twelve (12) months' severance pay at the monthly rate of your then current Base Salary (paid on a bi-weekly basis over the twelve (12) month period in accordance with the Company's standard payroll procedure). Notwithstanding the foregoing, the obligations of the Employment PeriodCompany with respect to severance shall expire on the date that you commence full-time employment with a subsequent employer, whichever is less; provided, however, that if such commencement date occurs within twelve (12) months of the Termination Date. The Company shall continue to be responsible for all severance pay obligations accrued through the date such full-time employment commences. You agree to notify the Company may immediately upon your acceptance of an offer of full-time employment, specifying the name of the business and your expected start date. (d) For purposes hereof, the term "Cause" means the following: (i) any defalcation or misappropriation of 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 felony or of any crime involving moral turpitude; (iii) the engaging by you in illegal conduct which, in the reasonable judgment of the Company, places you and the Company or any affiliate, by association with you, in disrepute; (iv) refusal to perform your duties and responsibilities hereunder due to persistent neglect of duty or chronic absenteeism; (v) any material breach by you of the terms and conditions hereof, including, without limitation, those certain provisions pertaining to inventions, confidentiality, noncompetition and related matters set forth in paragraphs 9 through 16 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 provide such severance compensation for a period of up to one year following such termination; and provided furtheracting in good faith. Notwithstanding the foregoing, that such amounts shall be accelerated in the event that of a determination by the Company defaults in making such payments for of Cause pursuant to subparagraphs d(i), d(v) or d(vi) above, you will have a cure period of 30 days. Except as otherwise set forth in this paragraph 4 or pursuant to the terms of employee benefit plans in which five (5) days after you participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment receive notice thereof from the Company following termination of Company. If you fail to cure such default within the Employment Period. For purpose of this agreementcure period, "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 in any significant respect to the property, operations, business or reputation of the Company, (iii) your material breach of this agreement, or (iv) actions by you which, but for the provisions of clause (ii) of paragraph 6(a), would violate the provisions of such paragraph 6(a) and which are injurious in any significant respect to the property, operations, business or reputation of then the Company (it being understood that your mere involvement on behalf of Cacomm shall not in and of itself constitute an injury to the Company's reputation)may terminate you for Cause as set out above.

Termination and Severance. The Employment Period shall This position is for no set period or term and just as you have the right to resign your position at any time, for any reason, QRS reserves the right to terminate on 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 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 to occur of (i) 30 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 (6) 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 by you release in a form acceptable to the Company of your resignation (it being understood that any known and unknown claims by you will continue to perform your services hereunder during such 30 day period), (ii) 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 normal duties for a period of 90 consecutive days as determined by a physician reasonably acceptable to both parties), (iii) a vote of the Board directing such termination for Cause, (iv) a vote of the Board directing such termination without Cause, or (v) the then-current scheduled expiration date of the Employment Period. In the event of termination of the Employment Period pursuant to clause (iv) and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, against the Company shall continue 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 pay your base salary for a period of twelve months following the date of such termination or for the remainder of the Employment Period, whichever is less; provided, however, that the Company may in its sole discretion provide such severance compensation for a period of up to one year following such termination; and provided further, that such amounts shall be accelerated in the event that the Company defaults in making such payments for a period of 30 days. Except as otherwise set forth in you under this paragraph 4 or pursuant to the terms of employee benefit plans in until you have executed such release and any time period during which you participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment from the Company following termination of the Employment Periodmay revoke such release has lapsed. For purpose purposes of this agreement, "Cause" termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (i1) your willful and repeated failure to comply perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Technology 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 the lawful directives Company or of the Board, (ii) any criminal act of your fiduciary or act of dishonesty, disloyalty, misconduct legal obligations as a director or moral turpitude by you that is injurious in any significant respect to the property, operations, business or reputation officer of the Company, (iii3) your failure to follow in a material breach of this agreementrespect Company policies or directives applicable to your position, (4) any willful misconduct on your part or (iv5) actions by any unauthorized activity on your part that creates a material conflict of interest between you which, but for the provisions of clause (ii) of paragraph 6(a), would violate the provisions of such paragraph 6(a) and which are injurious in any significant respect to the property, operations, business or reputation of the Company (it being understood after you have been provided a reasonable opportunity to refrain from that your mere involvement on behalf of Cacomm shall not in and of itself constitute an injury to the Company's reputation)activity.

Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) 30 days following written notice by you to the Company of your resignation (it being understood that you will continue to perform your services hereunder during such 30 day period), (ii) 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 normal such duties for a such period of 90 consecutive days as determined in good faith by a physician reasonably acceptable to both partiesthe Board), (iiiii) a vote of the Board directing such termination for Cause, (iviii) a vote of the Board directing such termination without Cause, or (viv) the then-current scheduled expiration date of the Employment Periodtermination 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 clause 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 a period of twelve months two years following the date of such termination or for the remainder of the Employment Period, whichever is less; provided, however, that the Company may in its sole discretion provide such severance compensation for a period of up to one year following such termination; and provided further, that such amounts shall be accelerated in the event that the Company defaults in making such payments for a period of 30 days. Except as otherwise set forth in this paragraph 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to paragraph 34, you shall not be entitled to any compensation or other payment from the Company following or any of its affiliates in connection with the termination of the Employment Periodyour employment. For purpose 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 in any significant respect to the property, operations, business or reputation of the Company, or (iii) your material breach of this agreementagreement 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, (ii) a reduction in your responsibilities and authority such that you no longer function as 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) actions by your removal from the Board, provided however, that (a) if you which, but for the provisions of clause (ii) of paragraph 6(a), would violate the provisions of such paragraph 6(a) and which are injurious in any significant respect to the property, operations, business or reputation of do not terminate within 30 days after the Company has provided you notice of a reduction of your responsibilities, or (it being understood that b) if you resign from the Board, then you shall be deemed to have waived your mere involvement right to terminate for Good Reason based on behalf of Cacomm shall not in and of itself constitute an injury to the Company's reputation)such action.

Termination and Severance. The Employment Period shall terminate on the first to occur of (i) 30 sixty (60) days following written notice by you to the Company of your resignation without Good Reason, (it being understood that you will continue to perform your services hereunder during such 30 sixty (60) day period), (ii) thirty (30) days following written notice by you to the Company of your death resignation with Good Reason during the Employment Period or permanent disability following a Change in Control (defined as your actual inability it being understood that you will continue 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 normal duties for a period of 90 consecutive days as determined by a physician reasonably acceptable to both partiesservices hereunder during such thirty (30) day period), (iii) a vote of the Board directing such termination for Causeyour death or Disability, (iv) a vote of the Board of ACSHI directing such termination for Cause, (v) a vote of the Board of ACSHI directing such termination without Cause, or (vvi) the then-current scheduled expiration date second anniversary of the Employment Effective Date (the "Scheduled Expiration Date"); provided, however, that if termination of employment has not been effected on or before the Scheduled Expiration Date, employment thereafter shall continue at will ("At-Will Period"). In the event of termination of the Employment Period pursuant to clause (ivii) and so long as you comply with the restrictions set forth in paragraphs 5 and 6 belowor (v) above, the Company shall continue to pay your base salary for a period of twelve months following the date of concurrently with such termination or for make a lump-sum payment to you equal to the remainder sum of the Employment Period, whichever is less; provided, however, that the Company may in its sole discretion provide such severance compensation for a period of up to (x) one year following such termination; and provided further, that such amounts shall be accelerated times your Annual Base Salary plus (y) in the event that such termination occurs on or after December 31, 1999, one times the Company defaults in making most recent annual bonus payment, if any, paid pursuant to paragraph 2 hereof. In addition, you shall be entitled to reimbursement of the cost of continuing your health insurance coverage under COBRA for the twelve (12) month period following such payments for a period of 30 daystermination. Except as otherwise set forth in this paragraph 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment from the Company following in connection with termination of your employment hereunder. However, in the Employment Period. For purpose of this agreement, "Cause" shall mean (i) your willful and repeated failure event you elect to comply with the lawful directives resign effective as of the BoardScheduled Expiration Date, after having given not less than thirty (ii30) any criminal act or act days written notice, or, if after you successfully meet the Implementation Timelines set forth in paragraph 2, you resign upon ninety (90) days written notice, you shall receive six (6) months of dishonestyyour Annual Base Salary; as well as reimbursement for the cost of continuing your health insurance coverage under COBRA for such period, disloyalty, misconduct or moral turpitude by in a lump sum within thirty (30) days after your termination from employment. If you that is injurious in any significant respect elect to relocate to the property, operations, business or reputation of the Company, (iii) your material breach of this agreementlower 48 states in connection with such a voluntary resignation, or (iv) actions by you which, but for the provisions following a termination of employment pursuant to clause (ii) of paragraph 6(aor (v), would violate the provisions of such paragraph 6(a) and which are injurious in any significant respect to the property, operations, business or reputation of the Company (it being understood that your mere involvement on behalf will provide for relocation of Cacomm shall not personal and household goods, subject to applicable limits set forth in and of itself constitute an injury to the Company's reputation)relocation policy, and travel for you and your household to your new residence in the lower 48 states.

Termination and Severance. The Employment Period shall terminate on This position is for no set period or term and just as you have the right to resign your position at any time, for any reason, QRS reserves the right to tem1inate 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 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 to occur of (i) 30 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 (6) 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 by you release in a form acceptable to the Company of your resignation (it being understood that any known and unknown claims by you will continue to perform your services hereunder during such 30 day period), (ii) 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 normal duties for a period of 90 consecutive days as determined by a physician reasonably acceptable to both parties), (iii) a vote of the Board directing such termination for Cause, (iv) a vote of the Board directing such termination without Cause, or (v) the then-current scheduled expiration date of the Employment Period. In the event of termination of the Employment Period pursuant to clause (iv) and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, against the Company shall continue 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 pay your base salary for a period of twelve months following the date of such termination or for the remainder of the Employment Period, whichever is less; provided, however, that the Company may in its sole discretion provide such severance compensation for a period of up to one year following such termination; and provided further, that such amounts shall be accelerated in the event that the Company defaults in making such payments for a period of 30 days. Except as otherwise set forth in you under this paragraph 4 or pursuant to the terms of employee benefit plans in until you have executed such release and any time period during which you participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment from the Company following termination of the Employment Periodmay revoke such release has lapsed. For purpose purposes of this agreement, "Cause" termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (i1) your willful and repeated failure to comply perform in a diligent or competent fashion consistent with your position as Senior Vice President, Worldwide Sales & Field Operations 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 the lawful directives Company or of the Board, (ii) any criminal act of your fiduciary or act of dishonesty, disloyalty, misconduct legal obligations as a director or moral turpitude by you that is injurious in any significant respect to the property, operations, business or reputation officer of the Company, (iii3) your failure to follow in a material breach of this agreementrespect Company policies or directives applicable to your position, (4) any willful misconduct on your part or (iv5) actions by any unauthorized activity on your part that creates a material conflict of interest between you which, but for the provisions of clause (ii) of paragraph 6(a), would violate the provisions of such paragraph 6(a) and which are injurious in any significant respect to the property, operations, business or reputation of the Company (it being understood after you have been provided a reasonable opportunity to refrain from that your mere involvement on behalf of Cacomm shall not in and of itself constitute an injury to the Company's reputation)activity.

Termination and Severance. The Employment Period shall terminate on the first to occur of (i) 30 days following written notice by you to the Company of your resignation (it being understood that you will continue to perform your services hereunder during such 30 day period), (ii) 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 normal duties for a period of 90 consecutive days as determined by a physician reasonably acceptable to both parties), (iii) a vote of the Board directing such termination for Cause, (iv) a vote of the Board directing such termination without Cause, or (v) the then-current scheduled expiration date of the Employment Period. In the event of termination of the Employment Period pursuant to clause (iv) 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 a period of twelve months following the date of such termination or for the remainder of the Employment Period, whichever is less; provided, however, that the Company may in its sole discretion provide such severance compensation for a period of up to one year following such termination; and provided further, that such amounts shall be accelerated in the event that the Company defaults in making such payments for a period of 30 days. Except days except as otherwise set forth in this paragraph 4 or pursuant to the terms of or employee benefit plans in which you participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment from the Company following termination of the Employment Period. For purpose of this agreement, "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 in any significant respect to the property, operations, business or reputation of the Company, (iii) your material breach of this agreement, or (iv) actions by you which, but for the provisions of clause (ii) of paragraph 6(a), would violate the provisions of such paragraph 6(a) and which are injurious in any significant respect to the property, operations, business or reputation of the Company (it being understood that your mere involvement on behalf of Cacomm shall not in and of itself constitute an injury to the Company's reputation).

Termination and Severance. The Employment Period shall This position is for no set period or term and just as you have the right to resign your position at any time, for any reason, QRS reserves the right to terminate on 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 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 to occur of (i) 30 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 (6) 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 by you release in a form acceptable to the Company of your resignation (it being understood that any known and unknown claims by you will continue to perform your services hereunder during such 30 day period), (ii) 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 normal duties for a period of 90 consecutive days as determined by a physician reasonably acceptable to both parties), (iii) a vote of the Board directing such termination for Cause, (iv) a vote of the Board directing such termination without Cause, or (v) the then-current scheduled expiration date of the Employment Period. In the event of termination of the Employment Period pursuant to clause (iv) and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, against the Company shall continue 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 pay your base salary for a period of twelve months following the date of such termination or for the remainder of the Employment Period, whichever is less; provided, however, that the Company may in its sole discretion provide such severance compensation for a period of up to one year following such termination; and provided further, that such amounts shall be accelerated in the event that the Company defaults in making such payments for a period of 30 days. Except as otherwise set forth in you under this paragraph 4 or pursuant to the terms of employee benefit plans in until you have executed such release and any time period during which you participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment from the Company following termination of the Employment Periodmay revoke such release has lapsed. For purpose purposed of this agreement, "Cause" termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (i1) your willful and repeated failure to comply perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Technology 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 the lawful directives Company or of the Board, (ii) any criminal act of your fiduciary or act of dishonesty, disloyalty, misconduct legal obligations as a director or moral turpitude by you that is injurious in any significant respect to the property, operations, business or reputation officer of the Company, (iii3) your failure to follow in a material breach of this agreementrespect Company policies or directives applicable to your position, (4) any willful misconduct on your part or (iv5) actions by any unauthorized activity on your part that creates a material conflict of interest between you which, but for the provisions of clause (ii) of paragraph 6(a), would violate the provisions of such paragraph 6(a) and which are injurious in any significant respect to the property, operations, business or reputation of the Company (it being understood after you have been provided a reasonable opportunity to refrain from that your mere involvement on behalf of Cacomm shall not in and of itself constitute an injury to the Company's reputation)activity.

Termination and Severance. The Employment Period shall terminate on the first to occur If (a) XATA terminates Employee’s employment for any reason other than a Cause, or (b) Employee is terminated within six-months following a Change of Control, or (c) Employee terminates his employment for Good Cause, XATA, or its successor entity shall: (i) 30 days pay Employee as severance pay each month for twelve (12) consecutive months following written notice by you to his termination or resignation his monthly base salary in effect at the Company time of your resignation separation, less customary withholdings, beginning one (it being understood that you will continue to perform your services hereunder during such 30 day period)1) month after termination, and; (ii) your death or permanent disability (defined as your actual inability to perform normal duties reimbursement for outplacement services for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability six (6) months not to perform normal duties for a period of 90 consecutive days as determined by a physician reasonably acceptable to both parties)exceed $10,000.00, and; (iii) a vote if Employee timely elects to continue his group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the terms of the Board directing respective benefit plans, pay on Employee’s behalf the premiums for such coverage for the lesser of twelve (12) months or such time as Employee’s COBRA/continuation rights expire. Any other provision of this Agreement notwithstanding, XATA may terminate Employee’s employment without notice if the termination for Cause, (iv) a vote is based on any of the Board directing such termination without following events that constitute Cause: (a) Any conviction or nolo contendere plea by Employee to a felony or gross misdemeanor, or misdemeanor involving moral turpitude, or any public conduct by Employee that has or can reasonably be expected to have a detrimental effect on XATA; or (vb) Any fraud, misappropriations or embezzlement, breach of confidentiality, noncompetition, fiduciary duty or other obligation to Company, by Employee or intentional material damage to the then-current scheduled expiration date property or business of the Employment PeriodXATA. In the event of a termination of the Employment Period pursuant to clause (iv) for Cause, and so long as you comply with the restrictions set forth in paragraphs 5 and 6 belownot withstanding any contrary provision otherwise stated, the Company Employee shall continue to pay your receive only his base salary earned through the date of termination. XATA may, subject to applicable law, terminate this Agreement by giving Employee two (2) months notice if Employee, due to sickness or injury, is prevented from carrying out his essential job functions for a period of twelve six (6) months following or longer. In the event of such termination, Employee shall receive only that compensation earned through the date of such termination or for the remainder of the Employment Period, whichever is lesstermination; provided, however, that the Company may in its sole discretion provide such severance compensation for a period of up to one year following such termination; and provided further, that such amounts Employee shall be accelerated in the event that the Company defaults in making such payments for a period of 30 days. Except as otherwise set forth in this paragraph 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to paragraph 3, you shall not be entitled to all or a portion of any compensation bonus due Employee pursuant to any bonus plan or other payment from arrangement established prior to termination, to the Company following termination extent earned or performed based upon the requirements or criteria of such plan or arrangement, as the Board shall in good faith determine. Employee’s employment and this Agreement will be deemed terminated upon the death of the Employment PeriodEmployee. For purpose In the event of this agreementsuch termination, "Cause" Employee shall mean (i) your willful and repeated failure receive only compensation earned through the date of termination provided, however, that Employee shall be entitled to comply with the lawful directives all or a portion of the Boardany bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious in any significant respect to the property, operations, business extent earned or reputation of performed based upon the Company, (iii) your material breach of this agreement, requirements or (iv) actions by you which, but for the provisions of clause (ii) of paragraph 6(a), would violate the provisions criteria of such paragraph 6(a) and which are injurious plan or arrangement, as the Board shall in any significant respect to the property, operations, business or reputation of the Company (it being understood that your mere involvement on behalf of Cacomm shall not in and of itself constitute an injury to the Company's reputation)good faith determine.