Common use of Termination and Termination Benefits Clause in Contracts

Termination and Termination Benefits. Executive’s employment hereunder is “at will”, which means that either the Company or the Executive may terminate such employment at any time, with or without cause or good reason. a. The Company may terminate other than for “cause” at any time upon written notice to Executive. b. The Company may terminate employment for “cause” at any time upon written notice setting forth the nature of such cause, provided, that in the case of clause (1) or (4) below, the failure or default shall not have been fully cured to the reasonable satisfaction of the Company within 30 days after the date such notification is provided. The following, as determined by the Company in its reasonable judgment, shall constitute “cause” for termination: (1) Executive’s willful failure to perform or gross negligence in the performance of his duties and responsibilities to the Company. (2) Executive’s failure to adequately perform his duties and responsibilities to the Company, which performance deficiencies continue sixty days after the Company shall have provided to the Executive written notice setting forth the nature of the performance deficiencies, all as reasonably determined by the Company. (3) Any misconduct by the Executive, which constitutes fraud, embezzlement or material dishonesty with respect to the Company. (4) Indictment or conviction of a felony or misdemeanor, provided in the case of a misdemeanor the crime involve any federal, state, or local law (i) applicable to the business of the Company or (ii) involving moral turpitude. (5) Any material breach of this Agreement. c. Executive may terminate employment at any time, with or without good reason, upon 30 days written notice to the Company. Upon receipt of such notice, the Company may, without penalty, designate an earlier termination date. d. If Executive resigns (other than pursuant to subparagraph (f) below) or employment is terminated by the Company for cause, the Company shall have no further obligation to Executive other than for normal salary earned through the date of termination. No severance pay or other benefits or compensation of any kind will be provided. e. In the event the Company terminates Executive’s employment other than “for cause” as defined above, the Company shall, as a severance benefit, continue to pay his normal salary until on the first to occur of (l) six months from the date of termination; or (2) the date Executive obtains other employment with comparable or better compensation. In the event Executive obtains other employment which does not have comparable or better compensation, the severance payable to Executive pursuant to this subparagraph (e) shall be reduced by the compensation paid to Executive in such new employment. f. In the event there is a “Change of Control” (as hereinafter defined) and neither the Company nor the Buyer offers the Executive a position with comparable compensation, the Executive may choose to resign and receive (in lieu of any other severance or like benefit) the severance provided in this subparagraph (f). The Executive must provide written notice of such election within the thirty-day period following the date of the Change of Control, and such resignation shall be effective on the 60th day following such written notice (unless the Company and the Executive agree to a different effective date). Upon such a resignation, the Company shall continue to pay to the Executive, as severance hereunder, his normal salary until the first to occur of (i) the end of the six months following the cessation of employment or (ii) the date the Executive obtains other employment with comparable or better compensation. In the event the Executive during such six months obtains other employment which does not have comparable or better compensation, the severance payable to the Executive shall be reduced by the compensation paid to the Executive in such new employment. The term “Change of Control” as utilized herein refers to each of the following events: (A) Any change of control of the Company of a nature that would be required to be reported in the Company’s proxy statement under the Securities Exchange Act of 1934, as amended. (B) The Company effectuates the sale of all or substantially all of its assets, other than in the ordinary course of business; or (C) The Company effectuates a merger, consolidation or like business combination or reorganization, having the same effect as the event described in subsection (A) above. g. Regardless of the reason for termination, Executive shall have such rights as may be provided by COBRA and as may be provided pursuant to any retirement plan, which is qualified pursuant to ERISA and in which Executive participates.

Termination and Termination Benefits. Executive’s employment hereunder is “at will”, which means that either the Company or the Executive may terminate such employment at any timeanytime, with or without cause or good reason. a. The Company may terminate other than for “cause” at any time upon written notice to Executive. b. The Company may terminate employment for “cause” at any time upon written notice setting forth the nature of such cause, provided, that in the case of clause (1) or (4) below, the failure or default shall not have been fully cured to the reasonable satisfaction of the Company within 30 days after the date such notification is provided. The following, as determined by the Company in its reasonable judgment, shall constitute “cause” for termination: (1) Executive’s willful failure to perform or gross negligence in the performance of his duties and responsibilities to the Company. (2) Executive’s failure to adequately perform his duties and responsibilities to the Company, which performance deficiencies continue sixty days after the Company shall have provided to the Executive written notice setting forth the nature of the performance deficiencies, all as reasonably determined by the Company. (3) Any misconduct by the Executive, which constitutes fraud, embezzlement or material dishonesty with respect to the Company. (4) Indictment or conviction of a felony or misdemeanor, provided in the case of a misdemeanor the crime involve any federal, state, or local law (i) applicable to the business of the Company or (ii) involving moral turpitude. (5) Any material breach of this Agreement. c. Executive may terminate employment at any time, with or without good reason, upon 30 days written notice to the Company. Upon receipt of such notice, the Company may, without penalty, designate an earlier termination date. d. If Executive resigns (other than pursuant to subparagraph (f) below) or employment is terminated by the Company for cause, the Company shall have no further obligation to Executive other than for normal salary earned through the date of termination. No severance pay or other benefits or compensation of any kind will be provided. e. In the event the Company terminates Executive’s employment other than “for cause” as defined above, the Company shall, as a severance benefit, continue to pay his normal salary until on the first to occur of (l) six months from the date of termination; or (2) the date Executive obtains other employment with comparable or better compensation. In the event Executive obtains other employment which does not have comparable or better compensation, the severance payable to Executive pursuant to this subparagraph (e) shall be reduced by the compensation paid to Executive in such new employment. f. In the event there is a “Change of Control” (as hereinafter defined) and neither the Company nor the Buyer offers the Executive a position with comparable compensation, the Executive may choose to resign and receive (in lieu of any other severance or like benefit) the severance provided in this subparagraph (f). The Executive must provide written notice of such election within the thirty-day period following the date of the Change of Control, and such resignation shall be effective on the 60th day following such written notice (unless the Company and the Executive agree to a different effective date). Upon such a resignation, the Company shall continue to pay to the Executive, as severance hereunder, his normal salary until the first to occur of (iof(i) the end of the six months following the cessation of employment or (ii) the date the Executive obtains other employment with comparable or better compensation. In the event the Executive during such six months obtains other employment which does not have comparable or better compensation, the severance payable to the Executive shall be reduced by the compensation paid to the Executive in such new employment. The term “Change of Control” as utilized herein refers to each of the following events: (A) Any change of control of the Company of a nature that would be required to be reported in the Company’s proxy statement under the Securities Exchange Act of 1934, as amended. (B) The Company effectuates the sale of all or substantially all of its assets, other than in the ordinary course of business; or (C) The Company effectuates a merger, consolidation or like business combination or reorganization, having the same effect as the event described in subsection (AB) above. g. Regardless of the reason for termination, Executive shall have such rights as may be provided by COBRA and as may be provided pursuant to any retirement plan, which is qualified pursuant to ERISA and in which Executive participates.

Termination and Termination Benefits. Executive’s employment hereunder is “at will”, which means that either the Company or the Executive may terminate such employment at any time, with or without cause or good reason. a. The Company may terminate other than for “cause” at any time upon written notice to Executive. b. The Company may terminate employment for “cause” at any time upon written notice setting forth the nature of such cause, provided, that in the case of clause (1l) or (4) below, the failure or default shall not have been fully cured to the reasonable satisfaction of the Company within 30 days after the date such notification is provided. The following, as determined by the Company in its reasonable judgment, shall constitute “cause” for termination: (1) Executive’s willful failure to perform or gross negligence in the performance of his duties and responsibilities to the Company. (2) Executive’s failure to adequately perform his duties and responsibilities to the Company, which performance deficiencies continue sixty days after the Company shall have provided to the Executive written notice setting forth the nature of the performance deficiencies, all as reasonably determined by the Company. (3) Any misconduct by the Executive, which constitutes fraud, embezzlement or material dishonesty with respect to the Company. (4) Indictment or conviction of a felony or misdemeanor, provided in the case of a misdemeanor the crime involve any federal, state, or local law (i) applicable to the business of the Company or (ii) involving moral turpitude. (5) Any material breach of this Agreement. c. Executive may terminate employment at any time, with or without good reason, upon 30 days written notice to the Company. Upon receipt of such notice, the Company may, without penalty, designate an earlier termination date. d. If Executive resigns (other than pursuant to subparagraph (f) below) or employment is terminated by the Company for cause, the Company shall have no further obligation to Executive other than for normal salary earned through the date of termination. No severance pay or other benefits or compensation of any kind will be provided. e. In the event the Company terminates Executive’s employment other than “for cause” as defined above, the Company shall, as a severance benefit, continue to pay his normal salary until on the first to occur of (l1) six months from the date of termination; or (2) the date Executive obtains other employment with comparable or better compensation. In the event Executive obtains other employment which does not have comparable or better compensation, the severance payable to Executive pursuant to this subparagraph (e) shall be reduced by the compensation paid to Executive in such new employment. f. In the event there is a “Change of Control” (as hereinafter defined) and neither the Company nor the Buyer offers the Executive a position with comparable compensation, the Executive may choose to resign and receive (in lieu of any other severance or like benefit) the severance provided in this subparagraph (f). The Executive must provide written notice of such election within the thirty-day period following the date of the Change of Control, and such resignation shall be effective on the 60th day following such written notice (unless the Company and the Executive agree to a different effective date). Upon such a resignation, the Company shall continue to pay to the Executive, as severance hereunder, his normal salary until the first to occur of (i) the end of the six months following the cessation of employment or (ii) the date the Executive obtains other employment with comparable or better compensation. In the event the Executive during such six months obtains other employment which does not have comparable or better compensation, the severance payable to the Executive shall be reduced by the compensation paid to the Executive in such new employment. The term “Change of Control” as utilized herein refers to each of the following events: (A) Any change of control of the Company of a nature that would be required to be reported in the Company’s proxy statement under the Securities Exchange Act of 1934, as amended. (B) The Company effectuates the sale of all or substantially all of its assets, other than in the ordinary course of business; or (C) The Company effectuates a merger, consolidation or like business combination or reorganization, having the same effect as the event described in subsection (A) above. g. Regardless of the reason for termination, Executive shall have such rights as may be provided by COBRA and as may be provided pursuant to any retirement plan, which is qualified pursuant to ERISA and in which Executive participates.

Termination and Termination Benefits. Executive’s employment hereunder Employment is “at will”, ” which means that either the Company or the Executive may terminate such employment at any time, with or without cause or good reason. a. a) The Company may terminate other than for “cause” at any time upon written notice to Executive. b. b) The Company may terminate employment for “cause” at any time upon written notice setting forth the nature of such cause, provided, that cause and in the case of clause (1) or (4) below), the failure or default shall not have been fully cured to the reasonable satisfaction of the Company within 30 days after the date such notification is provided. The following, as determined by the Company in its reasonable judgment, shall constitute “cause” for termination: (1) Executive’s willful failure to perform or gross negligence in the performance of his duties and responsibilities to the Company. (2) Executive’s failure to adequately perform his duties and responsibilities to the Company, which performance deficiencies continue sixty days after failure is either (a) the Company shall have provided result of the intentional conduct of Executive or (b) substantial and prolonged in nature. (2) Any Executive misconduct which, in the discretion of the Company, is injurious to the Executive written notice setting forth the nature business or interests of the performance deficiencies, all as reasonably determined by the Company. (3) Any misconduct by the Executive, which constitutes fraud, embezzlement or material dishonesty with respect to the Company. (4) Indictment or conviction Violation of a felony or misdemeanor, provided in the case of a misdemeanor the crime involve any federal, state, or local law (i) applicable to the business of the Company or (ii) involving moral turpitudeCompany. (54) Any material breach of this Agreementagreement. c. c) Executive may terminate employment at any time, with or without good reason, upon 30 60 days written notice to the Company. Upon receipt of such notice, the Company may, without penalty, designate an earlier termination date. d. d) If Executive resigns (other than pursuant to subparagraph (f) below) or employment is terminated by the Company for cause, the Company shall have no further obligation to Executive other than for normal salary Annual Salary earned through the date of termination. No severance pay or other benefits or compensation of any kind will be provided. e. e) In the event the Company terminates Executive’s employment other than “for cause” as defined above, the Company shall, as a severance benefit, continue to pay Executive his normal salary until ending on the first to occur of (l1) six months from the second anniversary of the date of termination; or (2) the date Executive obtains other employment with comparable or better compensationsubstantially similar employment. In the event Executive obtains other employment which does is not have comparable or better compensation, the severance payable to Executive pursuant to this subparagraph (e) shall be reduced by the compensation paid to Executive in such new employment. f. In the event there is a “Change of Control” (as hereinafter defined) and neither the Company nor the Buyer offers the Executive a position with comparable compensation, the Executive may choose to resign and receive (in lieu of any other severance or like benefit) the severance provided in this subparagraph (f). The Executive must provide written notice of such election within the thirty-day period following the date of the Change of Control, and such resignation shall be effective on the 60th day following such written notice (unless the Company and the Executive agree to a different effective date). Upon such a resignationsubstantially similar, the Company shall continue to pay to the difference between Executive, ’s new salary and that which he received as severance hereunder, his normal salary until the first to occur of (i) the end an Employee of the six months following the cessation of employment or (ii) the date the Executive obtains other employment with comparable or better compensation. In the event the Executive during such six months obtains other employment which does not have comparable or better compensation, the severance payable to the Executive shall be reduced by the compensation paid to the Executive in such new employment. The term “Change of Control” as utilized herein refers to each of the following events: (A) Any change of control of the Company of a nature that would be required to be reported in the Company’s proxy statement under the Securities Exchange Act of 1934, as amended. (Bf) The Company effectuates the sale of all or substantially all of its assets, other than in the ordinary course of business; or (C) The Company effectuates a merger, consolidation or like business combination or reorganization, having the same effect as the event described in subsection (A) above. g. Regardless of the reason for termination, Executive shall have such rights as may be provided by COBRA and as may be provided pursuant to any retirement plan, plan which is qualified pursuant to ERISA and in which Executive participates.

Termination and Termination Benefits. Executive’s employment hereunder is “at will”, which means that either the Company or the Executive may terminate such employment at any time, with or without cause or good reason. a. The Company may terminate other than for “cause” at any time upon written notice to Executive. b. The Company may terminate employment for “cause” at any time upon written notice setting forth the nature of such cause, provided, that in the case of clause (1) or (4) below, the failure or default shall not have been fully cured to the reasonable satisfaction of the Company within 30 days after the date such notification is provided. The following, as determined by the Company in its reasonable judgment, shall constitute “cause” for termination:; (1) i. Executive’s willful failure to perform or gross negligence in the performance of his duties and responsibilities to the Company. (2) ii. Executive’s failure to adequately perform his duties and responsibilities to the Company, which performance deficiencies continue sixty days after the Company shall have provided to the Executive written notice setting forth the nature of the performance deficiencies, all as reasonably determined by the Companycompany. (3) iii. Any misconduct by the Executive, which constitutes fraud, embezzlement or material dishonesty with respect to the Companycompany. (4) iv. Indictment or conviction of a felony or misdemeanor, provided in the case of a misdemeanor the crime involve any federal, state, or local law (i) applicable to the business of the Company or (ii) involving moral turpitude. (5) v. Any material breach of this Agreement. c. Executive may terminate employment at any time, with or without good reason, upon 30 days written notice to the Companycompany. Upon receipt of such notice, the Company may, without penalty, designate an earlier termination date. d. If Executive resigns (other than pursuant to subparagraph (f) below) or employment is terminated by the Company company for cause, the Company company shall have no further obligation to Executive other than for normal salary earned through the date of termination. No severance pay or other benefits or compensation of any kind will be provided. e. In the event the Company terminates Executive’s employment other than “for cause” as defined above, the Company company shall, as a severance benefit, continue to pay his normal salary until on the first to occur of (l1) six months from the date of termination; or (2) the date Executive obtains other employment with comparable or better compensation. In the event Executive obtains other employment which does not have comparable or better compensation, the severance payable to Executive pursuant to this subparagraph (e) shall be reduced by the compensation paid to Executive in such new employment. f. In the event there is a “Change of Control” (as hereinafter defined) and neither the Company company nor the Buyer offers the Executive a position with comparable compensation, the Executive may choose to resign and receive (in lieu of any other severance or like benefit) the severance provided in this subparagraph (f). The Executive must provide written notice of such election within the thirty-day period following the date of the Change of Control, and such resignation shall be effective on the 60th day following such written notice (unless the Company company and the Executive agree to a different effective date). Upon such a resignation, the Company shall continue to pay to the Executive, as severance hereunder, his normal salary until the first to occur of (i) the end of the six months following the cessation of employment or (ii) the date the Executive obtains other employment with comparable or better compensation. In the event the Executive during such six months obtains other employment which does not have comparable or better compensation, the severance payable to the Executive shall be reduced by the compensation paid to the Executive in such new employment. The term “Change of Control” as utilized herein refers to each of the following events: (A) Any change of control of the Company of a nature that would be required to be reported in the Company’s proxy statement under the Securities Exchange Act of 1934, as amended. (B) The Company effectuates the sale of all or substantially all of its assets, other than in the ordinary course of business; or (C) The Company effectuates a merger, consolidation or like business combination or reorganization, having the same effect as the event described in subsection (A) above. g. Regardless of the reason for termination, Executive shall have such rights as may be provided by COBRA and as may be provided pursuant to any retirement plan, which is qualified pursuant to ERISA and in which Executive participates.

Termination and Termination Benefits. Executive’s employment hereunder Employment is “at will”, ” which means that either the Company or the Executive may terminate such employment at any time, with or without cause or good reason. a. a) The Company may terminate other than for “cause” at any time upon written notice to Executive. b. b) The Company may terminate employment for “cause” at any time upon written notice setting forth the nature of such cause, provided, that cause and in the case of clause (1) or (4) below), the failure or default shall not have been fully cured to the reasonable satisfaction of the Company within 30 days after the date such notification is provided. The following, as determined by the Company in its reasonable judgment, shall constitute “cause” for termination: (1) Executive’s willful failure to perform or gross negligence in the performance of his duties and responsibilities to the Company. (2) Executive’s failure to adequately perform his duties and responsibilities to the Company, which performance deficiencies continue sixty days after failure is either (a) the Company shall have provided result of the intentional conduct of Executive or (b) substantial and prolonged in nature. (2) Any Executive misconduct which, in the discretion of the Company, is injurious to the Executive written notice setting forth the nature business or interests of the performance deficiencies, all as reasonably determined by the Company. (3) Any misconduct by the ExecutiveViolation of any federal, which constitutes fraudstate, embezzlement or material dishonesty with respect local law applicable to the Company. (4) Indictment or conviction of a felony or misdemeanor, provided in the case of a misdemeanor the crime involve any federal, state, or local law (i) applicable to the business of the Company or (ii) involving moral turpitude. (5) Any material breach of this Agreementagreement. c. c) Executive may terminate employment at any time, with or without good reason, upon 30 60 days written notice to the Company. Upon receipt of such notice, the Company may, without penalty, designate an earlier termination date. d. d) If Executive resigns (other than pursuant to subparagraph (f) below) or employment is terminated by the Company for cause, the Company shall have no further obligation to Executive other than for normal salary Annual Salary earned through the date of termination. No severance pay or other benefits or compensation of any kind will be provided. e. e) In the event the Company terminates Executive’s employment other than “for cause” as defined above, the Company shall, as a severance benefit, continue to pay Executive his normal salary until ending on the first to occur of (l1) six months from the first anniversary of the date of termination; or (2) the date Executive obtains other employment with comparable or better compensationsubstantially similar employment. In the event Executive obtains other employment which does is not have comparable or better compensationsubstantially similar, the severance payable to Executive pursuant to this subparagraph (e) Company shall be reduced by pay the compensation paid to Executive in such difference between Executive’s new employmentsalary and that which he received as an Employee of the Company. f. f) In the event there is a “Change change of Control” (as hereinafter defined) and neither the Company nor the Buyer offers the Executive a position with comparable compensation, Comparable compensation the Executive may choose to resign and receive (in lieu of any other severance or like benefit) the severance provided in this subparagraph (f). The Executive must provide written notice of such election within the thirty-thirty day period following the date of the Change of Control, and such resignation shall be effective on the 60th 60th” day following such written notice (unless the Company and the Executive agree to a different effective date). Upon such a resignation, the Company shall continue to pay to the Executive, Executive as severance hereunder, his normal salary until the first to occur of (i) the end of the six twelve months following the cessation of employment or (ii) the date the Executive obtains other employment with comparable or better compensation. In the event the Executive during such six twelve months obtains other employment which does not have comparable or better compensation, the severance payable to the Executive shall be reduced by the compensation paid to the Executive in such new employment. The term “Change of Control” as utilized herein refers to each of the following events: (A) Any change of control of the Company of a nature that would be required to be reported in the Company’s proxy statement under the Securities Exchange Act of 1934, as amended. (B) The Company effectuates the sale of all or substantially all of its assets, assets other than in the ordinary course of business; or (C) The Company effectuates a merger, consolidation or like business combination or reorganization, reorganization having the same effect as the event described in subsection (A) above. g. g) Regardless of the reason for termination, Executive shall have such rights as may be provided by COBRA and as may be provided pursuant to any retirement plan, plan which is qualified pursuant to ERISA and in which Executive participates.

Termination and Termination Benefits. Executive’s employment hereunder is “at will”, which means that either the Company or the Executive may terminate such employment at any time, with or without cause or good reason. a. The Company may terminate other than for “cause” at any time upon written notice to Executive. b. The Company may terminate employment for “cause” at any time upon written notice setting forth the nature of such cause, provided, that in the case of clause (1) or (4) below, the failure or default shall not have been fully cured to the reasonable satisfaction of the Company within 30 days after the date such notification is provided. The following, as determined by the Company in its reasonable judgment, shall constitute “cause” for termination: (1) Executive’s willful failure to perform or gross negligence in the performance of his duties and responsibilities to the Company. (2) Executive’s failure to adequately perform his duties and responsibilities to the Company, which performance deficiencies continue sixty days after the Company shall have provided to the Executive written notice setting forth the nature of the performance deficiencies, all as reasonably determined by the Company. (3) Any misconduct by the Executive, which constitutes fraud, embezzlement or material dishonesty with respect to the Company. (4) Indictment or conviction of a felony or misdemeanor, provided in the case of a misdemeanor the crime involve any federal, state, or local law (i) applicable to the business of the Company or (ii) involving moral turpitude. (5) Any material breach of this Agreement. c. Executive may terminate employment at any time, with or without good reason, upon 30 days written notice to the Company. Upon receipt of such notice, the Company may, without penalty, designate an earlier termination date. d. If Executive resigns (other than pursuant to subparagraph (f) below) or employment is terminated by the Company for cause, the Company shall have no further obligation to Executive other than for normal salary earned through the date of termination. No severance pay or other benefits or compensation of any kind will be provided. e. In the event the Company terminates Executive’s employment other than “for cause” as defined above, the Company shall, as a severance benefit, continue to pay his normal salary until on the first to occur of (l1) six months from the date of termination; or (2) the date Executive obtains other employment with comparable or better compensation. In the event Executive obtains other employment which does not have comparable or better compensation, the severance payable to Executive pursuant to this subparagraph (e) shall be reduced by the compensation paid to Executive in such new employment. f. In the event there is a “Change of Control” (as hereinafter defined) and neither the Company nor the Buyer offers the Executive a position with comparable compensation, the Executive may choose to resign and receive (in lieu of any other severance or like benefit) the severance provided in this subparagraph (f). The Executive must provide written notice of such election within the thirty-day period following the date of the Change of Control, and such resignation shall be effective on the 60th day following such written notice (unless the Company and the Executive agree to a different effective date). Upon such a resignation, the Company shall continue to pay to the Executive, as severance hereunder, his normal salary until the first to occur of (i) the end of the six months following the cessation of employment or (ii) the date the Executive obtains other employment with comparable or better compensation. In the event the Executive during such six months obtains other employment which does not have comparable or better compensation, the severance payable to the Executive shall be reduced by the compensation paid to the Executive in such new employment. The term “Change of Control” as utilized herein refers to each of the following events: (A) Any change of control of the Company of a nature that would be required to be reported in the Company’s proxy statement under the Securities Exchange Act of 1934, as amended. (B) The Company effectuates the sale of all or substantially all of its assets, other than in the ordinary course of business; or (C) The Company effectuates a merger, consolidation or like business combination or reorganization, having the same effect as the event described in subsection (A) above. g. Regardless of the reason for termination, Executive shall have such rights as may be provided by COBRA and as may be provided pursuant to any retirement plan, which is qualified pursuant to ERISA and in which Executive participates.