Common use of Termination at Will Clause in Contracts

Termination at Will. Either party may terminate the employment relationship hereunder at any time, without the obligation to provide any reason or conduct any prior hearing, by giving the other party a prior written notice as set forth in Exhibit A (the "Notice Period"). Notwithstanding the Notice Period provided under Exhibit A, it is hereby agreed that, if, pursuant to a decision of the Company's Board of Directors, the Company has reached the "zone of insolvency", then the Employee shall be entitled to a Notice Period pursuant to the terms of applicable law. The Employee acknowledges and agrees that he has been given ample opportunity to consider the aforesaid waiver and further acknowledges that the Salary (as defined in Section 10(b) below) includes due consideration for such waiver. Notwithstanding the foregoing, the Company is entitled to terminate this Agreement with immediate effect upon a written notice to Employee and to pay the Employee a one time amount equal to the Salary that would have been paid to the Employee during the Notice Period, in lieu of such prior notice. The Company and Employee agree and acknowledge that the Company’s Severance Contribution to the Insurance Scheme in accordance with Section 11 below, shall, provided contribution is made in full, be instead of severance payment to which the Employee (or his beneficiaries) is entitled with respect to the Salary upon which such contributions were made and for the period in which they were made (the "Exempt Salary"), pursuant to Section 14 of the Severance Pay Law 5713 – 1953 (the "Severance Law"). The parties hereby adopt the General Approval of the Minister of Labor and Welfare, which is attached hereto as Exhibit C. The Company hereby forfeits any right it may have in the reimbursement of sums paid by Company into the Insurance Scheme, except: (i) in the event that Employee withdraws such sums from the Insurance Scheme, other than in the event of death, disability or retirement at the age of 60 or more; or (ii) upon the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Law. Nothing in this Agreement shall derogate from the Employee’s rights to severance payment in accordance with the Severance Law or agreement or applicable ministerial order including the General Approval of the Minister of Labor and Welfare, as set forth in this Section 6, in the event contributions to the Insurance Scheme in accordance with Section 11 below have not been made in full.

Termination at Will. Either party may terminate the employment relationship hereunder at any time, without the obligation to provide any reason or conduct any prior hearing, by giving the other party a prior written notice as set forth in Exhibit A (the "Notice Period"). Notwithstanding the Notice Period provided under Exhibit A, it is hereby agreed that, if, pursuant to a decision of the Company's Board of Directors, the Company has reached the "zone of insolvency", then the Employee shall be entitled to a Notice Period pursuant to the terms of applicable law. The Employee acknowledges and agrees that he has been given ample opportunity to consider the aforesaid waiver and further acknowledges that the Salary (as defined in Section 10(b) below) includes due consideration for such waiver. Notwithstanding the foregoing, the Company is entitled to terminate this Agreement with immediate effect upon a written notice to Employee Manager and to pay the Employee a one time Manager an amount equal to the Salary (as defined below) the Manager is entitled to receive under this Agreement and the financial value of the other benefits the Manager is entitled to receive under the Agreement (including partial part of the bonus payable) that would have been paid to the Employee Manager during the Notice Period, in lieu of such prior notice. The Company and Employee Manager agree and acknowledge that the Company’s Severance Contribution to the Insurance Scheme in accordance with Section 11 below, shall, provided contribution is made in full, be instead of severance payment to which the Employee Manager (or his beneficiaries) is shall be entitled with respect to the Salary upon which such contributions were made and for the period in which they were made (the "“Exempt Salary"”), pursuant to Section 14 of the Severance Pay Law 5713 5723 – 1953 1963 (the "“Severance Law"”). The parties hereby adopt the General Approval of the Minister of Labor and Welfare, which is attached hereto as Exhibit C. The Company hereby forfeits any right it may have in the reimbursement of sums paid by Company into the Insurance Scheme, except: (i) in the event that Employee Manager withdraws such sums from the Insurance Scheme, other than in the event of death, disability or retirement at the age of 60 or more; or (ii) upon the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Law. Nothing in this Agreement shall derogate from the EmployeeManager’s rights to severance payment in accordance with the Severance Law or agreement or applicable ministerial order including in connection with remuneration other than the General Approval of the Minister of Labor and WelfareExempt Salary, as set forth in this Section 6, in the event contributions to the Insurance Scheme in accordance with Section 11 below have not been made in fullextent such remuneration exists.

Termination at Will. Either party may terminate the employment relationship hereunder at any time, without the obligation to provide any reason or conduct any prior hearingreason, by giving the other party a prior written notice as set forth in Exhibit A (the "Notice Period"). Notwithstanding the Notice Period provided under Exhibit A, it is hereby agreed that, if, pursuant to a decision of the Company's Board of Directors, the Company has reached the "zone of insolvency", then the Employee shall be entitled to a Notice Period pursuant to the terms of applicable law. The Employee acknowledges and agrees that he has been given ample opportunity to consider the aforesaid waiver and further acknowledges that the Base Salary (as defined in Section 10(b) below) includes due consideration for such waiver. Notwithstanding the foregoing, the Company is entitled to terminate this Agreement with immediate effect upon a written notice to Employee and to pay the Employee a one time amount equal to the Salary that would have been paid to the Employee during the Notice Period, in lieu of such prior notice. The Company and Employee agree and acknowledge that the Company’s Severance Contribution to the Insurance Scheme in accordance with Section 11 below, shall, provided contribution is made in full, be instead of severance payment to which the Employee (or his beneficiaries) is entitled with respect to the Salary upon which such contributions were made and for the period in which they were made (the "Exempt Salary"), pursuant to Section 14 of the Severance Pay Law 5713 5723 – 1953 1963 (the "Severance Law"). The parties hereby adopt the General Approval of the Minister of Labor and Welfare, which is attached hereto as Exhibit C. The Company hereby forfeits any right it may have in the reimbursement of sums paid by Company into the Insurance Scheme, except: (i) in the event that Employee withdraws such sums from the Insurance Scheme, other than in the event of death, disability or retirement at the age of 60 or more; or (ii) upon the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Law. Nothing in this Agreement shall derogate from the Employee’s rights to severance payment in accordance with the Severance Law or agreement or applicable ministerial order including the General Approval of the Minister of Labor and Welfare, as set forth in this Section 6, in the event contributions to the Insurance Scheme in accordance with Section 11 below have not been made in full.

Termination at Will. 6.1. Either party may terminate the employment relationship hereunder at any time, without the obligation to provide any reason or conduct any prior hearing, by giving the other party a prior written notice as set forth in Exhibit A (the "Notice Period"). Notwithstanding the Notice Period provided under Exhibit A, it is hereby agreed that, if, pursuant to a decision of the Company's Board of Directors, the Company has reached the "zone of insolvency", then the Employee shall be entitled to a Notice Period pursuant to the terms of applicable law. The Employee acknowledges and agrees that he has been given ample opportunity to consider the aforesaid waiver and further acknowledges that the Salary (as defined in Section 10(b) below) includes due consideration for such waiver. 6.2. Notwithstanding the foregoing, the Company is entitled to terminate this Agreement with immediate effect upon a written notice to Employee the CFO and to pay the Employee a one time CFO an amount equal to the Salary that would have been paid (as defined below) and the financial value of the other benefits the CFO is entitled to receive under the Employee Agreement during the Notice Period, in lieu of such prior notice. 6.3. The Company and Employee CFO agree and acknowledge that the Company’s Severance Contribution to the Pension Insurance Scheme in accordance with Section 11 10 below, shall, provided contribution is made in full, be instead of severance payment to which the Employee CFO (or his beneficiaries) is shall be entitled with respect to the Salary upon which such contributions were made and for the period in which they were made (the "“Exempt Salary"”), pursuant to Section 14 of the Severance Pay Law 5713 5723 – 1953 1963 (the "“Severance Law"”). The parties hereby adopt the General Approval of the Minister of Labor and Welfare, which is attached hereto as Exhibit C. B. The Company hereby forfeits any right it may have in the reimbursement of sums paid by Company into the Insurance Scheme, except: (i) in the event that Employee CFO withdraws such sums from the Insurance Scheme, other than in the event of death, disability or retirement at the age of 60 or more; or (ii) upon the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Law. Nothing in this Agreement shall derogate from the EmployeeCFO’s rights to severance payment in accordance with the Severance Law or agreement or applicable ministerial order including in connection with remuneration other than the General Approval of the Minister of Labor and WelfareExempt Salary, as set forth in this Section 6, in the event contributions to the Insurance Scheme in accordance with Section 11 below have not been made in fullextent such remuneration exists.

Termination at Will. Either party may terminate the employment relationship hereunder at any time, without the obligation to provide any reason or conduct any prior hearingreason, by giving the other party a prior written notice as set forth in Exhibit A (the "Notice Period"). Notwithstanding the Notice Period provided under Exhibit A, it is hereby agreed that, if, pursuant to a decision of the Company's Board of Directors, the Company has reached the "zone of insolvency", then the Employee shall be entitled to a Notice Period pursuant to the terms of applicable law. The Employee acknowledges and agrees that he has been given ample opportunity to consider the aforesaid waiver and further acknowledges that the Salary (as defined in Section 10(b) below) includes due consideration for such waiver. Notwithstanding the foregoing, the Company is entitled to terminate this Agreement with immediate effect upon a written notice to Employee and to pay the Employee a one time amount equal to the Salary that would have been paid to the Employee during the Notice Period, in lieu of such prior notice. The Company and Employee agree and acknowledge that the Company’s Severance Contribution to the Insurance Scheme in accordance with Section 11 below, shall, provided contribution is made in full, be instead of severance payment to which the Employee (or his beneficiaries) is entitled with respect to the Salary upon which such contributions were made and for the period in which they were made (the "Exempt Salary"), pursuant to Section 14 of the Severance Pay Law 5713 5723 – 1953 1963 (the "Severance Law"). The parties hereby adopt the General Approval of the Minister of Labor and Welfare, which is attached hereto as Exhibit C. The Company hereby forfeits any right it may have in the reimbursement of sums paid by Company into the Insurance Scheme, except: (i) in the event that Employee withdraws such sums from the Insurance Scheme, other than in the event of death, disability or retirement at the age of 60 or more; or (ii) upon the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Law. Nothing in this Agreement shall derogate from the Employee’s rights to severance payment in accordance with the Severance Law or agreement or applicable ministerial order including the General Approval of the Minister of Labor and Welfare, as set forth in this Section 6, in the event contributions to the Insurance Scheme in accordance with Section 11 below have not been made in full.

Termination at Will. Either party may terminate the employment relationship hereunder at any time, without the obligation to provide any reason or conduct any prior hearing, by giving the other party a prior written notice as set forth in Exhibit A (the "“Notice Period"”). Notwithstanding the Notice Period provided under Exhibit A, it is hereby agreed that, if, pursuant to a decision of the Company's Board of Directors, the Company has reached the "zone of insolvency", then the Employee shall be entitled to a Notice Period pursuant to the terms of applicable law. The Employee acknowledges and agrees that he has been given ample opportunity to consider the aforesaid waiver and further acknowledges that the Salary (as defined in Section 10(b) below) includes due consideration for such waiver. Notwithstanding the foregoing, the Company is entitled to terminate this Agreement with immediate effect or at any time during the Notice Period (including to waive the work of the Manager during the Notice Period) upon a written notice to Employee Manager and payment to pay the Employee Manager a one one-time amount equal to the Salary that (as defined below) and the financial value of all other benefits the Manager would have been paid entitled to receive in respect of the Employee during portion of the Notice PeriodPeriod which was forfeited, in lieu of such prior noticenotice period. The Company and Employee Manager agree and acknowledge that the Company’s Severance Contribution to the Insurance Pension Scheme (as defined in Section 11) in accordance with Section 11 below, shall, provided contribution is made in full, be instead of severance payment to which the Employee Manager (or his beneficiaries) is shall be entitled with respect to the Salary upon which such contributions were made and for the period in which they were made (the "“Exempt Salary"”), pursuant to Section 14 of the Severance Pay Law 5713 5723 – 1953 1963 (the "“Severance Law"”). The parties hereby adopt the General Approval of the Minister of Labor and Welfare, which is attached hereto as Exhibit C. The Company hereby forfeits any right it may have in the reimbursement of sums paid by Company into the Insurance Pension Scheme, except: (i) in the event that Employee Manager withdraws such sums from the Insurance Pension Scheme, other than in the event of death, disability or retirement at the age of 60 or more; or (ii) upon the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Law. Nothing in this Agreement shall derogate from the EmployeeManager’s rights to severance payment in accordance with the Severance Law or agreement or applicable ministerial order including in connection with remuneration other than the General Approval of the Minister of Labor and WelfareExempt Salary, as set forth in this Section 6, in the event contributions to the Insurance Scheme in accordance with Section 11 below have not been made in fullextent such remuneration exists.

Termination at Will. 6.1. Either party may terminate the employment relationship hereunder at any time, without the obligation to provide any reason or conduct any prior hearing, by giving the other party a prior written notice as set forth in Exhibit A (the "Notice Period"). Notwithstanding the Notice Period provided under Exhibit A, it is hereby agreed that, if, pursuant to a decision of the Company's Board of Directors, the Company has reached the "zone of insolvency", then the Employee shall be entitled to a Notice Period pursuant to the terms of applicable law. The Employee acknowledges and agrees that he has been given ample opportunity to consider the aforesaid waiver and further acknowledges that the Salary (as defined in Section 10(b) below) includes due consideration for such waiver. 6.2. Notwithstanding the foregoing, the Company is entitled to terminate this Agreement with immediate effect upon a written notice to Employee the COO and to pay the Employee a one time COO an amount equal to the Salary that would have been paid (as defined below) and the financial value of the other benefits the COO is entitled to receive under the Employee Agreement during the Notice Period, in lieu of such prior notice. 6.3. The Company and Employee COO agree and acknowledge that the Company’s Severance Contribution to the Pension Insurance Scheme in accordance with Section 11 10 below, shall, provided contribution is made in full, be instead of severance payment to which the Employee COO (or his beneficiaries) is shall be entitled with respect to the Salary upon which such contributions were made and for the period in which they were made (the "“Exempt Salary"”), pursuant to Section 14 of the Severance Pay Law 5713 5723 – 1953 1963 (the "“Severance Law"”). The parties hereby adopt the General Approval of the Minister of Labor and Welfare, which is attached hereto as Exhibit C. B. The Company hereby forfeits any right it may have in the reimbursement of sums paid by Company into the Insurance Scheme, except: (i) in the event that Employee COO withdraws such sums from the Insurance Scheme, other than in the event of death, disability or retirement at the age of 60 or more; or (ii) upon the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Law. Nothing in this Agreement shall derogate from the EmployeeCOO’s rights to severance payment in accordance with the Severance Law or agreement or applicable ministerial order including in connection with remuneration other than the General Approval of the Minister of Labor and WelfareExempt Salary, as set forth in this Section 6, in the event contributions to the Insurance Scheme in accordance with Section 11 below have not been made in fullextent such remuneration exists.

Termination at Will. Either party may terminate the employment relationship hereunder at any time, without the obligation to provide any reason or conduct any prior hearingreason, by giving the other party a prior written notice as set forth in Exhibit A (the "“Notice Period"”). Notwithstanding the Notice Period provided under Exhibit A, it is hereby agreed that, if, pursuant to a decision of the Company's Board of Directors, the Company has reached the "zone of insolvency", then the Employee shall be entitled to a Notice Period pursuant to the terms of applicable law. The Employee acknowledges and agrees that he has been given ample opportunity to consider the aforesaid waiver and further acknowledges that the Base Salary (as defined in Section 10(b) below) includes due consideration for such waiver. Notwithstanding the foregoing, the Company is entitled to terminate this Agreement and related employment with immediate effect upon a written notice to Employee and to pay the Employee a one time amount equal to the Salary and all other benefits that would have been paid to the Employee during the Notice Period, in lieu of such prior notice. ​ The Company and Employee agree and acknowledge that the Company’s Severance Contribution to the Insurance Scheme in accordance with Section 11 below, shall, provided contribution is made in full, be instead of severance payment to which the Employee (or his beneficiaries) is entitled with respect to the Salary upon which such contributions were made and for the period in which they were made (the "“Exempt Salary"”), pursuant to Section 14 of the Severance Pay Law 5713 5723 – 1953 1963 (the "“Severance Law"”). The parties hereby adopt the General Approval of the Minister of Labor and Welfare, which is attached hereto as Exhibit C. The Company hereby forfeits any right it may have in the reimbursement of sums paid by Company into the Insurance Scheme, except: (i) in the event that Employee withdraws such sums from the Insurance Scheme, other than in the event of death, disability or retirement at the age of 60 or more; or (ii) upon the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Law. Nothing in this Agreement shall derogate from the Employee’s rights to severance payment in accordance with the Severance Law or agreement or applicable ministerial order including the General Approval of the Minister of Labor and Welfare, as set forth in this Section 6, in the event contributions to the Insurance Scheme in accordance with Section 11 below have not been made in full.. ​

Termination at Will. Either party Party may terminate the employment relationship hereunder at any time, without the obligation to provide any reason or conduct any prior hearing, by giving the other party Party a prior written notice as set forth in Exhibit A (the "Notice Period"). For the avoidance of doubt and without derogating from Section 8 (a) hereof, during the Notice Period, the employer-employee relationship between the Company and the Executive shall continue to apply and as such the Company shall continue to provide the Executive with his full compensation package (including use of a car, mobile phone etc.). Notwithstanding the length of the Notice Period provided under Exhibit A, it is hereby agreed that, if, pursuant to a decision of the Company's Board of DirectorsBoard, the Company has reached the "zone of insolvency", then the Employee Executive shall be entitled to a Notice Period pursuant to the terms of applicable law. The Employee acknowledges and agrees that he has been given ample opportunity to consider the aforesaid waiver and further acknowledges that the Salary , but no less than thirty (as defined in Section 10(b30) belowdays. (a) includes due consideration for such waiver. Notwithstanding the foregoing, the Company is entitled to terminate this Agreement with immediate effect upon a written notice to Employee and to pay the Employee a one time amount equal to the Salary that would have been paid to the Employee during the Notice Period, in lieu of such prior notice. The Company and Employee Executive agree and acknowledge that the Company’s Severance Contribution to the Insurance Scheme in accordance with Section 11 below, shall, provided contribution is made in full, be instead of severance payment to which the Employee Executive (or his beneficiaries) is entitled with respect to the Salary upon which such contributions were made and for the period in which they were made (the "“Exempt Salary"”), pursuant to Section 14 of the Severance Pay Law 5713 – 1953 (the "“Severance Law"”). The parties Parties hereby adopt the General Approval of the Minister of Labor and Welfare, which is attached hereto as Exhibit C. The Company hereby forfeits any right it may have in the reimbursement of sums paid by the Company into the Insurance Scheme, except: (i) in the event that Employee Executive withdraws such sums from the Insurance Scheme, other than in the event of death, disability or retirement at the age of 60 or more; or (ii) upon the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Law. Nothing in this Agreement shall derogate from the EmployeeExecutive’s rights to severance payment in accordance with the Severance Law or agreement or applicable ministerial order including the General Approval of the Minister of Labor and Welfare, as set forth in this Section 6, in the event contributions to the Insurance Scheme in accordance with Section 11 below have not been made in fullfull or in connection with remuneration other than the Exempt Salary, to the extent such remuneration exists. (b) Notwithstanding the foregoing, (i) in the event that the Company terminates this Agreement, other than for Cause pursuant to Section 7 below, prior to the completion of a three (3) year period following the Commencement Date (the “Secured Period”), in addition to any amounts the Executive shall be entitled to according to the Company's Severance Contribution to the Insurance Scheme or the Severance Law and compensation during the Notice Period, upon the end of the Notice Period, the Company shall pay the Executive a lump cash sum equal to the Package Value (as defined below) multiplied by the number of months for which the Salary would have been paid to the Executive during the period commencing from the end of the Notice Period through the end of the Secured Period but for such termination (the “Secured Period Parachute Payment”), and (ii) in the event that the Executive terminates this Agreement at any time after 1 (one) year following the Commencement Date or the Company terminates this Agreement, other than for Cause pursuant to Section 7 below, following the end of the Secured Period, upon the end of the Notice Period, the Company shall pay the Executive, in addition to any amounts the Executive shall be entitled to according to the Company’s Severance Contribution to the Insurance Scheme or the Severance Law and compensation during the Notice Period, a lump cash sum equal to the Package Value multiplied by six (6) but for such termination (the “Post Parachute Payment”). “Package Value” means the aggregate gross sum of Salary, the Company’s portion on account of the Insurance Scheme, the Company’s Education Fund Contribution (as defined below) and the Company’s gross costs (including in respect of any gross-up pursuant to Section 16) in respect of the Car (as defined below) and the mobile phone provided to the Executive pursuant to Section 17, for the last month of the Notice Period (however, the gross costs in respect of the Car and the mobile phone for these purposes shall be deemed to be the average monthly gross costs therefor during the six (6) month period prior to the end of the Notice Period). In the event that the effective tax rate (including income tax, deductions on account of national insurance, health tax) on the Secured Period Parachute Payment or the Post Period Parachute Payment is higher than the effective tax rate (including income tax, deductions on account of national insurance, health tax) on the Executive’s Salary and other benefits under this Agreement for the last month of the Notice Period, the Company shall gross-up the Secured Period Parachute Payment or the Post Period Parachute Payment, as the case may be, so that after making all required deductions on account of said taxes (including deductions applicable to additional sums payable under this sentence) the Executive receives an amount equal to the sums he would have received on account of the Secured Period Parachute Payment or the Post Period Parachute Payment, as the case may be, had the effective tax rate thereon been no higher than the effective tax rate that would have been applicable to the Executive’s Salary and other benefits under this Agreement for the last month of the Notice Period.

Termination at Will. Either party may terminate the employment relationship hereunder at any time, without the obligation to provide any reason or conduct any prior hearing, by giving the other party a prior written notice as set forth in Exhibit A (the "Notice Period"). Notwithstanding the Notice Period provided under Exhibit A, it is hereby agreed that, if, pursuant to a decision of the Company's ’s Board of Directors, the Company has reached the "“zone of insolvency"”, then the Employee shall be entitled to a Notice Period pursuant to the terms of applicable law. The Employee acknowledges and agrees that he has been given ample opportunity to consider the aforesaid waiver and further acknowledges that the Salary (as defined in Section 10(b) below) below includes due consideration for such waiver. Notwithstanding the foregoing, the Company is entitled to terminate this Agreement with immediate effect upon a written notice to Employee and to pay the Employee a one time amount equal to the Salary that would have been paid to the Employee during the Notice Period, in lieu of such prior notice. The Company and Employee agree and acknowledge that the Company’s Severance Contribution to the Insurance Scheme in accordance with Section 11 below, shall, provided contribution is made in full, be instead of severance payment to which the Employee (or his beneficiaries) is entitled with respect to the Salary upon which such contributions were made and for the period in which they were made (the "Exempt Salary"), pursuant to Section 14 of the Severance Pay Law 5713 5723 – 1953 1963 (the "Severance Law"). The parties hereby adopt the General Approval of the Minister of Labor and Welfare, which is attached hereto as Exhibit C. The Company hereby forfeits any right it may have in the reimbursement of sums paid by Company into the Insurance Scheme, except: (i) in the event that Employee withdraws such sums from the Insurance Scheme, other than in the event of death, disability or retirement at the age of 60 or more; or (ii) upon the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Law. Nothing in this Agreement shall derogate from the Employee’s rights to severance payment in accordance with the Severance Law or agreement or applicable ministerial order including the General Approval of the Minister of Labor and Welfare, as set forth in this Section 6, in the event contributions to the Insurance Scheme in accordance with Section 11 below have not been made in full.