Common use of Termination by Executive Clause in Contracts

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may at any time terminate his employment hereunder at any time for any reason by upon giving the Company two weeks’ prior written notice not less than 30 days prior to such terminationthe Company. Any Where the Executive gives written notice of termination pursuant to under this paragraph 3(eSection 8(a), the Company may at its sole discretion terminate the Executive’s employment as set out under Section 8(c) shall preclude a later claim that such termination was for Good Reasonof this Agreement.

Termination by Executive. The Executive may voluntarily terminate his employment hereunder at any time for any reason by giving the Company effective upon 60 days’ prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) the Company, in which case no severance payments shall preclude a later claim that such termination was for Good Reasonbe due.

Termination by Executive. The Executive may terminate his employment hereunder with the Company at any time and for any reason by giving the Company prior reason, or for no reason, upon thirty (30) days written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonthe Company.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company delivering sixty (60) days prior written notice not less than 30 days prior to such termination. Any termination pursuant the Company; provided, however, that the terms, conditions and benefits specified in Section 5 hereof shall apply or be payable to this paragraph 3(e) shall preclude a later claim that Executive only if such termination was for Good Reasonoccurs as a result of a material breach by the Company of any provision of this Agreement which breach is not cured within ten (10) days after the Chief Executive Officer of the Company receives from Executive a written notice detailing such breach.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company delivering ninety days prior written notice not less than 30 days prior to such termination. Any termination pursuant the Company; provided, however, that the terms, conditions and benefits specified in Section 5 hereof shall apply or be payable to this paragraph 3(e) shall preclude a later claim that Executive only if such termination was for Good Reasonoccurs as a result of a material breach by the Company of any provision of this Agreement.

Termination by Executive. The Executive may terminate his employment hereunder at any time with the Company upon giving 30 days’ written notice or such shorter period of notice as the Company may accept. The Executive may resign for Good Reason subject to Section 1.3(c) and 1.3(d). If the Executive resigns for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for constituting Good Reason, the Executive shall not be entitled to any severance or other benefits (other than those required under Section 1.3(d)).

Termination by Executive. The Executive may terminate his employment hereunder with the Company for "Good Reason" (as defined below in Section 4.5.2) by (i) delivery of written notice to the Company specifying the "Good Reason" relied upon by Executive for such termination, provided that such notice is delivered within six (6) months following the occurrence of any event or events constituting Good Reason, or (ii) at any time for any reason by giving during the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Employment Period without Good Reason.

Termination by Executive. The Notwithstanding any other provision of this Agreement, Executive may terminate his employment hereunder under this Agreement: (i) at any time for Good Reason (as defined below), (ii) at any reason time without Good Reason, or (iii) within one year after the Effective Date of a Change of Control. Such termination (with or without Good Reason) shall be evidenced by giving the Company prior written notice not less than 30 delivery to Employer of a Notice of Termination at least thirty (30) days prior to the effective date of such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may terminate the Term of his employment hereunder employment: 7.4.1 upon failure by the Company to comply with the material provisions of this Agreement, which failure is not cured within ten (10) days after written notice (referred to herein as "Good Reason"); or 7.4.2 upon a "Change in Control of the Company" (as defined in Section 7.6.1 below) upon thirty (30) days' prior written notice given at any time within eighteen (18) months after a Change in Control; or 7.4.3 for any reason other than Good Reason or following a Change in Control of the Company, which termination shall be considered a "Voluntary Termination" by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good ReasonExecutive.

Termination by Executive. The Executive may may, with or without cause, terminate his employment hereunder at any time for any reason under this Agreement by giving the Company Employer at least thirty (30) days' prior written notice not less than 30 days of such termination. Upon such termination, Executive shall receive only such amounts as are owed to him under this Agreement as the result of his activities prior to such termination. Any termination pursuant and thereafter no further consideration shall be owed by Employer to this paragraph 3(e) shall preclude a later claim that such termination was for Good ReasonExecutive.

Termination by Executive. The Executive may voluntarily terminate his employment hereunder at any time for any reason by giving the Company effective upon 60 days’ prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) the Company, in which case no severance payments or benefits shall preclude a later claim that such termination was for Good Reasonbe due.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 thirty (30) days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive’s employment may be terminated by Executive may terminate his employment hereunder at any time for any reason or no reason by giving delivering a notice of termination to the Company prior written notice not less than 30 thirty (30) days prior to such the desired date of termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Should the Executive may decide to voluntarily terminate his employment hereunder at any time for any reason by giving prior to the Company prior written notice end of the term hereof, the Executive may terminate this Agreement and his employment hereunder upon not less than 30 days days’ prior written notice to the Corporation. At any time after the Executive provides such termination. Any termination pursuant notice, the Corporation shall be free, at its sole discretion, to this paragraph 3(e) shall preclude a later claim that such termination was terminate the employment of the Executive immediately so long as it continues to pay all amounts owing as annual base salary and continue to provide the other benefits set out hereunder for Good Reasonthe balance of the notice period.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving or no reason upon thirty (30) days’ written notice to the Company. Upon delivery of such notice, the Company prior written notice may modify, reduce, or eliminate Executive’s title, duties, authority, and responsibilities, and any such modification, reduction or elimination shall not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for constitute Good Reason. Upon a termination of Executive’s employment by Executive under this Section 4.5, all of Executive’s rights to compensation and benefits under Section 3 or otherwise shall immediately terminate, except that Executive shall be entitled to the Accrued Rights.

Termination by Executive. The Executive may voluntarily terminate his or her employment hereunder at any time for any reason by giving the service of written notice of such termination to the Company prior written notice not less than specifying an effective date of such termination 30 days prior after the date of such notice. The Company may in its sole discretion, elect to such terminationwaive all or any part of the 30-day notice period with no further obligations being owed to the Executive by the Company. Any termination pursuant to this If the Executive terminates his or her employment, neither the Company nor the Executive will have any further obligations hereunder, except as provided in paragraph 3(e) shall preclude a later claim that such termination was for Good Reason14.

Termination by Executive. The (i) Notwithstanding anything to the contrary in this Agreement, whether express or implied, the Executive may terminate his employment hereunder with the Company at any time for any reason by giving the Company prior with or without Good Reason upon at least 30 days' advance written notice not less than 30 days prior of his intention to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonterminate his employment hereunder.

Termination by Executive. The Executive may terminate his Executive's employment hereunder at any time for any reason whatsoever by giving written notice of termination to the Company. Executive's employment shall terminate on the earlier of (a) the date, following the date of the notice of termination, upon which a suitable replacement for Executive is found by the Company prior written or (b) sixty (60) days after the date of receipt by the Company of the notice not less than 30 days prior to such of termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Employment Term upon Notice of Termination to the Company prior written notice not less than 30 delivered at least 60 days prior to such before the effective date of termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Parent Company prior written notice Notice of Termination, which Notice of Termination shall be effective not less than 30 60 days prior after it is given to the Parent Company, provided that nothing in this Agreement shall require the Executive to specify a reason for any such termination. Any termination pursuant However, to the extent that the procedures specified in paragraph 3(d) are required, the procedures of this paragraph 3(e(e) shall preclude a later claim that such termination was for Good Reasonmay not be used in lieu of the procedures required under paragraph 3(d).

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company thirty (30) days prior written notice not less than 30 days prior Notice of Termination, provided that nothing in this Agreement shall require the Executive to specify a reason for any such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may terminate his her employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 120 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice Notice of Termination (as defined in subparagraph 4(g)), which Notice of Termination shall be effective not less than 30 days prior after it is given to the Company, provided that nothing in this Agreement shall require the Executive to specify a reason for any such termination. Any termination pursuant However, to the extent that the procedures specified in subparagraph 4(d) are required, the procedures of this paragraph 3(esubparagraph 4(e) shall preclude a later claim that such termination was for Good Reasonmay not be used in lieu of the procedures required under subparagraph 4(d).

Termination by Executive. The Executive may voluntarily terminate his his/her employment hereunder at any time for any reason by giving the service of written notice of such termination to the Company prior written notice not less than specifying an effective date of such termination 30 days prior after the date of such notice. The Company may in its sole discretion, elect to such terminationwaive all or any part of the 30-day notice period with no further obligations being owed to the Executive by the Company. Any termination pursuant to this If the Executive terminates his or her employment, neither the Company nor the Executive will have any further obligations hereunder, except as provided in paragraph 3(e) shall preclude a later claim that such termination was for Good Reason14.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving with the Company prior upon giving 30 days’ written notice not less than 30 days prior to or such terminationshorter period of notice as the Company may accept. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was The Executive may resign for Good ReasonReason subject to Section 1.3(c) and 1.3(d).

Termination by Executive. The Executive may terminate his employment hereunder this Agreement with or without cause at any time for any reason by giving during the Company Employment Period upon thirty (30) days prior written notice not less than 30 days prior of termination to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonthe Company.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice delivery of not less than 30 days prior written notice to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonthe Company.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 thirty (30) days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good ReasonTermination.

Termination by Executive. The Executive may resign (and thereby terminate his employment hereunder under this Agreement) at any time for any reason time, by giving the Company not less than thirty (30) days’ prior written notice not less than 30 days prior to the Company, but the Company after receipt of such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that notice, may waive all or part of such termination was for Good Reasonnotice period.

Termination by Executive. The Executive may terminate his employment hereunder at any time with the Company for any reason by giving the Company prior written notice not less than 30 days days’ prior written notice (for the avoidance of doubt, the Company shall be obligated to pay Executive during such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason30 day period).

Termination by Executive. The Executive may may, with or without cause, terminate his employment hereunder at any time for any reason under this Agreement by giving the Company at least 60 days' prior written notice not less than 30 days prior to of such termination (which may be waived by the Company), and after the effective date of such termination. Any termination pursuant , the Company shall have no further obligation to Executive under this paragraph 3(e) shall preclude a later claim that such termination was for Good ReasonAgreement.

Termination by Executive. The Notwithstanding any other provision of this Agreement, Executive may terminate his employment hereunder under this Agreement: (i) at any time for Good Reason (as defined below); (ii) at any reason time without Good Reason; or (iii) within one year after the Effective Date of a Change of Control. Such termination (with or without Good Reason) shall be evidenced by giving the Company prior written notice not less than 30 delivery to Employer of a Notice of Termination at least thirty (30) days prior to the effective date of such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 120 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason or no reason by giving the Company thirty (30) days prior written notice not less than 30 days prior to such of the termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that Following any such termination was for Good Reasonnotice, the Company may reduce or remove any and all of Executive’s duties, positions and titles with the Company.

Termination by Executive. The Executive's employment may be terminated by Executive may terminate his employment hereunder with or without any reason at any time for any reason through December 31, 2005 by giving the Company at least fifteen (15) calendar days prior written notice not less than 30 days prior to of such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may terminate his employment hereunder under this Agreement at any time and for any reason prior to the expiration of the Term by giving the Company prior delivery of a written notice not less than 30 days prior to such terminationthe Company. Any notice of termination given pursuant to this paragraph 3(e) Section 4.3 shall preclude a later claim that effect termination as of the date specified in such termination was for Good Reasonnotice or, in the event no date is specified, on the last day of the month in which such notice is delivered or deemed delivered as provided in Section 9 below.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving thirty days written notice to the Company, in which event such termination shall become effective at the end of the notice period, or earlier as may be specified by the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonafter receipt of Executive's Notice of Termination.

Termination by Executive. The Executive may terminate his Executive’s employment hereunder at any time for any reason with the Company (i) with Good Reason (as defined below) in accordance with Section 5(f)(v) below or (ii) without Good Reason by giving the Company prior written notice not less than 30 days days’ prior written notice (and, for the avoidance of doubt, the Company shall be obligated to pay Executive during such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason30 day period).

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company other than for a Good Reason, upon thirty (30) days prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonnotice.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving providing the Company prior with a written notice not less than 30 of termination at least thirty (30) days prior to the effective date of such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may voluntarily terminate his employment hereunder at any time for any reason by giving the Company effective upon 60 days' prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) the Company, in which case no severance payments or benefits shall preclude a later claim that such termination was for Good Reasonbe due.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice Notice of Termination (as defined in paragraph 3(g)), which Notice of Termination shall be effective not less than 30 calendar days prior after it is given to the Company, provided that nothing in this Agreement shall require the Executive to specify a reason for any such termination. Any termination pursuant However, to the extent that the procedures specified in paragraph 3(d) are required, the procedures of this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonmay not be used in lieu of the procedures required under paragraph 3(d).

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice Notice of Termination (as defined in paragraph 3(g)), which Notice of Termination shall be effective not less than 30 60 days prior after it is given to the Company, provided that nothing in this Agreement shall require the Executive to specify a reason for any such termination. Any termination pursuant However, to the extent that the procedures specified in paragraph 3(d) are required, the procedures of this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonmay not be used in lieu of the procedures required under paragraph 3(d).

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice Notice of Termination (as defined in subparagraph 4(g)), which Notice of Termination shall be effective not less than 30 60 days prior after it is given to the Company, provided that nothing in this Agreement shall require the Executive to specify a reason for any such termination. Any termination pursuant However, to the extent that the procedures specified in subparagraph 4(d) are required, the procedures of this paragraph 3(esubparagraph 4(e) shall preclude a later claim that such termination was for Good Reasonmay not be used in lieu of the procedures required under subparagraph 4(d).

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company thirty (30) days prior written notice not less than 30 days prior Notice of Termination, provided that nothing in this Agreement shall require the Executive to specify a reason for any such termination. Any termination pursuant However, to the extent that the procedures specified in paragraph 5(d) are required, the procedures of this paragraph 3(e5(e) shall preclude a later claim that such termination was for Good Reasonmay not be used in lieu of the procedures required under paragraph 5(d).

Termination by Executive. The Executive may terminate his employment hereunder at any time with Company upon giving 30 days’ written notice or such shorter period of notice as Company may accept. Executive may resign for Good Reason subject to Section 1.3(c) and 1.3(d). If Executive resigns for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for constituting Good Reason, Executive shall not be entitled to any severance or other benefits (other than those required under Section 1.3(d)).

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason with the Company by giving the Company prior written notice not less than 30 days thirty (30) days’ prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonwritten notice.

Termination by Executive. The Notwithstanding anything to the contrary in this Agreement, whether express or implied, the Executive may terminate his employment hereunder with the Company at any time for any reason by giving with or without Good Reason (as defined in the Company prior Separation and Severance Agreement) upon at least 30 days’ advance written notice not less than 30 days prior of his intention to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonterminate his employment hereunder.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant , or in the event of a change of control of the Company whereby greater than fifty percent (50%) of the outstanding stock of the Company is transferred to this paragraph 3(eother individual(s) shall preclude or entity(s), and there is a later claim that such termination was for Good Reasonchange in the majority of the Board of Directors of the Company.

Termination by Executive. The Executive may terminate his employment hereunder at any time with the Company upon giving 30 days’ written notice or such shorter period of notice as the Company may accept; provided, however, that the Company may, in its sole discretion, elect to accelerate the effective date of the Executive’s termination and cease payment of the Annual Salary as of the accelerated termination date. The Executive may resign for Good Reason subject to Section 1.3(c) and 1.3(d). If the Executive resigns for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for constituting Good Reason, the Executive shall not be entitled to any severance or other benefits (other than those required under Section 1.3(d)).

Termination by Executive. The Upon written notice by Executive to Company that Executive is terminating Executive’s employment, which termination shall be effective at least thirty (30) days after the date of such notice. Notwithstanding anything in this Section 2(b), Company may terminate his employment hereunder at any time point terminate Executive’s employment for any reason by giving the Company prior written notice not less than 30 days Cause prior to such termination. Any the effective date of any other termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasoncontemplated hereunder.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice Notice of Termination (as defined in paragraph 3(h)), which Notice of Termination shall be effective not less than 30 90 days prior after it is given to the Company, provided that nothing in this Agreement shall require the Executive to specify a reason for any such termination. Any termination pursuant However, to the extent that the procedures specified in paragraph 3(d) are required, the procedures of this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonmay not be used in lieu of the procedures required under paragraph 3(d).

Termination by Executive. The Notwithstanding any other provision of this Agreement, Executive may terminate his employment hereunder under this Agreement: (i) at any time for Good Reason (as defined below) or (ii) at any reason time without Good Reason. Such termination (with or without Good Reason) shall be evidenced by giving the Company prior written notice not less than 30 delivery to Employer of a Notice of Termination at least thirty (30) days prior to the effective date of such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company thirty (30) days prior written notice not less than 30 days prior Notice of Termination, provided that nothing in this Agreement shall require the Executive to specify a reason for any such termination. Any termination pursuant However, to the extent that the procedures specified in paragraph 4(d) are required, the procedures of this paragraph 3(e4(e) shall preclude a later claim that such termination was for Good Reasonmay not be used in lieu of the procedures required under paragraph 4(d).

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving written notice to the Company, in which event such termination shall become effective 60 days after the giving of written notice thereof, or earlier as may be specified by the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonafter receipt of Executive's Notice of Termination.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason after the third anniversary of this Agreement by giving the Company one-hundred eighty (180) days' prior written notice not less than 30 days prior to or such termination. Any termination pursuant to this paragraph 3(e) lesser notice as the Board shall preclude a later claim that such termination was for Good Reasonapprove.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice Notice of Termination (as defined in paragraph 3(g)), which Notice of Termination shall be effective not less than 30 60 calendar days prior after it is given to the Company, provided that nothing in this Agreement shall require the Executive to specify a reason for any such termination. Any termination pursuant However, to the extent that the procedures specified in paragraph 3(d) are required, the procedures of this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonmay not be used in lieu of the procedures required under paragraph 3(d).

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice Notice of Termination (as defined in paragraph 3(h)), which Notice of Termination shall be effective not less than 30 days prior after it is given to the Company, provided that nothing in this Agreement shall require the Executive to specify a reason for any such termination. Any termination pursuant However, to the extent that the specified in paragraph 3(d) are required, the procedures of this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonmay not be used in lieu of the procedures required under paragraph 3(d).

Termination by Executive. The Notwithstanding any other provision of this Agreement, Executive may terminate his her employment hereunder under this Agreement: (i) at any time for Good Reason (as defined below), (ii) at any reason time without Good Reason, or (iii) within one year after the Effective Date of a Change of Control. Such termination (with or without Good Reason) shall be evidenced by giving the Company prior written notice not less than 30 delivery to Employer of a Notice of Termination at least thirty (30) days prior to the effective date of such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving written notice to the Company, in which event such termination shall become effective thirty (30) days after the giving of written notice thereof, or earlier as may be specified by the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonafter receipt of Executive's Notice of Termination.

Termination by Executive. The Executive may terminate his employment hereunder with the Company at any time for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e4(d) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may terminate his employment hereunder under this Agreement at any time before the Expiration Date for any reason by giving the Company after providing thirty (30) days' prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonthe Company.

Termination by Executive. The Notwithstanding anything contained elsewhere in this Employment Agreement to the contrary, (i) Executive may terminate his employment hereunder at any time and for any reason whatsoever or for no reason at all in Executive’s sole discretion by giving thirty (30) days’ written notice to the Company prior written notice not less than 30 days (“Voluntary Resignation”) in which event the Company may accelerate the date of termination at any time prior to such termination. Any termination pursuant to this paragraph 3(ethe expiration of the thirty (30) shall preclude a later claim that such termination was day period; and (ii) Executive may terminate his employment hereunder for Good Reason.

Termination by Executive. The Executive may terminate his employment hereunder at any time with the Company upon giving 30 days’ written notice or such shorter period of notice as the Company may accept. The Executive may resign for Good Reason subject to Section 1.3(c) and 1.3(d). If the Executive resigns for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for constituting Good Reason, the Executive shall not be entitled to any severance or other benefits (other than those required under Section 1.3).

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice Notice of Termination (as defined in paragraph 3(f)), which Notice of Termination will be effective not less than 30 ninety days prior after it is given to the Company, provided that nothing in this Agreement will require the Executive to specify a reason for any such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Employment Term upon written Notice of Termination to the Company prior written notice not less than 30 delivered to the Company president at least 60 days prior to before the effective date of such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice Notice of Termination (as defined in paragraph 3(g)), which Notice of Termination shall be effective not less than 30 90 days prior after it is given to the Company. Nothing in this Agreement shall require the Executive to specify a reason for any such termination. Any termination pursuant However, to the extent that the procedures specified in paragraph 3(d) are required, the procedures of this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonmay not be used in lieu of the procedures required under paragraph 3(d).

Termination by Executive. The Notwithstanding section 1(a), Executive may terminate his employment hereunder at any time for any reason by giving with the Company Companies upon 45 days prior written notice not less than 30 days prior to the Parent. In such termination. Any termination pursuant event, upon the expiration of the Term of Employment, all obligations of the Companies to Executive under this paragraph 3(eAgreement and all obligations of Executive to the Companies (except those provided for in paragraphs 4, 5 and 6) shall preclude a later claim that such termination was for Good Reasoncease.

Termination by Executive. The Executive may terminate his employment hereunder with the Company at any time for any reason by giving or no reason at all, upon 60 days advance written notice. During such notice period Executive shall continue to diligently perform all of Executive’s duties hereunder. The Company shall have the option, in its sole discretion, to make Executive’s termination effective at any time prior to the end of such notice period. Thereafter all obligations of the Company prior written notice shall cease and Company shall not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonprovide any Severance under section III.B., above.

Termination by Executive. The Notwithstanding section 1(a), Executive may terminate his employment hereunder at any time for any reason by giving with the Company Companies upon 90 days prior written notice not less than 30 days prior to the Parent. In such termination. Any termination pursuant event, upon the expiration of the Term of Employment, all obligations of the Companies to Executive under this paragraph 3(eAgreement and all obligations of Executive to the Companies (except those provided for in paragraphs 4, 5 and 6) shall preclude a later claim that such termination was for Good Reasoncease.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 90 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive’s employment may be terminated by Executive may terminate his employment hereunder at any time for any reason or no reason by giving delivering a notice of termination to the Company prior written notice not less than 30 Employer thirty (30) days prior to such the desired date of termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may terminate his employment hereunder at any time with the Company for any reason by giving the Company prior or for no reason upon delivery of written notice not less than 30 sixty (60) days prior to in advance of the effective date of such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason prior to his attaining age 62 by giving the Company prior written notice Notice of Termination, which Notice of Termination shall be effective not less than 30 60 calendar days prior after it is given to the Company, provided that nothing in this Agreement shall require the Executive to specify a reason for any such termination. Any termination pursuant However, to the extent that the procedures specified in paragraph 4(d) are required, the procedures of this paragraph 3(e4(e) shall preclude a later claim that such termination was for Good Reasonmay not be used in lieu of the procedures required under paragraph 4(d).

Termination by Executive. The Executive may resign (and thereby terminate his employment hereunder under this Agreement) at any time for any reason time, by giving the Company not less than thirty (30) days' prior written notice not less than 30 days prior to the Company, but the Company after receipt of such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that notice, may waive all or part of such termination was for Good Reasonnotice period.

Termination by Executive. The Executive may terminate his employment hereunder ------------------------ at any time for any reason without cause by giving the Company Board at least ninety (90) days prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that of such termination was for Good Reasonand by submitting his written resignation as an officer and director of the Company, effective as of the date of termination of his employment. With the exception of the covenants included in Section 7.5 below, upon such termination the obligations of Executive and Company under this Agreement shall immediately cease.

Termination by Executive. The Executive may terminate his or her employment hereunder at any time for any reason by giving the Company 60 days prior written notice not less than 30 days prior to notice, which termination shall be effective on the 60th day following such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonnotice.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant , or in the event of a change of control of the Company whereby greater than fifty percent (50%) of the outstanding stock of the Company is transferred to this paragraph 3(eother individuals) shall preclude or entity(s), and there is a later claim that such termination was for Good Reasonchange in the majority of the Board of Directors of the Company.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e(i) shall preclude a later claim that such termination was for Good Reason, or (ii) for any other reason upon providing at least 90 days advance written notice.

Termination by Executive. The Executive may voluntarily terminate his employment hereunder at any time for any reason by giving the service of written notice of such termination to the Company prior written notice not less than specifying an effective date of such termination 30 days prior after the date of such notice. The Company may in its sole discretion, elect to such terminationwaive all or any part of the 30-day notice period with no further obligations being owed to the Executive by the Company. Any termination pursuant to this If the Executive terminates his employment, neither the Company nor the Executive will have any further obligations hereunder, except as provided in paragraph 3(e) shall preclude a later claim that such termination was for Good Reason14.

Termination by Executive. The Executive may terminate his or her employment hereunder at any time for any reason by giving the Company prior written notice Notice of Termination, which Notice of Termination shall be effective not less than 30 60 days prior after it is given to the Company, provided that nothing in this Agreement shall require the Executive to specify a reason for any such termination. Any termination pursuant However, to the extent that the procedures specified in paragraph 5(d) are required, the procedures of this paragraph 3(e5(e) shall preclude a later claim that such termination was for Good Reasonmay not be used in lieu of the procedures required under paragraph 5(d).

Termination by Executive. The Executive may terminate his employment hereunder at any time with the Company upon giving 30 days’ written notice or such shorter period of notice as the Company may accept. The Executive may resign for Good Reason subject to Section 1.3(c) and 1.3(d). If the Executive resigns for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for constituting Good Reason, the Executive shall not be entitled to any severance or other benefits.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving Employment with the Company prior written notice Corporation on not less than 30 60 days prior to such terminationnotice. Any Such termination pursuant to shall not be considered a breach of this paragraph 3(e) shall preclude a later claim that such termination was for Good ReasonAgreement.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice Notice of Termination (as defined in paragraph 3(f)), which Notice of Termination shall be effective not less than 30 days prior after it is given to the Company, provided that nothing in this Agreement shall require the Executive to specify a reason for any such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may terminate his employment ------------------------ hereunder at any time for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e(i) shall preclude a later claim that such termination was for Good Reason, or (ii) for any other reason upon providing at least 30 days advance written notice.

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 60 days prior to such termination. Any A termination pursuant shall be deemed to have occurred under this paragraph 3(e) shall preclude 5(d), only if it is not a later claim that such termination was for Good ReasonReason under paragraph 5(f).

Termination by Executive. The Executive may terminate his employment hereunder at any time for any reason with the Company (i) with Good Reason (as defined below) in accordance with Section 5(f)(v) below or (ii) without Good Reason by giving the Company prior written notice not less than 30 days days’ prior written notice (and, for the avoidance of doubt, the Company shall be obligated to pay Executive during such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason30 day period).

Termination by Executive. The Executive may terminate his her employment hereunder at any time for any reason by giving the Company thirty (30) days prior written notice not less than 30 days prior Notice of Termination, provided that nothing in this Agreement shall require the Executive to specify a reason for any such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may terminate his employment hereunder at any time ------------------------ upon 30 days' written notice to the Company for any reason by giving the Company prior written notice not less than 30 days prior to such terminationreason. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was If Executive terminates his employment for "Good Reason." the termination shall be treated as a termination under Section 4.1(c) for purposes of determining Executive's benefits under this Agreement. For purposes of this Agreement, "Good Reason" shall mean that, without Executive's express written consent, the occurrence of any of the following circumstances:

Termination by Executive. The Executive may voluntarily terminate his employment hereunder at any time for any reason by giving the service of written notice of such termination to the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that specifying an effective date of such termination was 90 days after the date of such notice, during which time the Executive may use remaining accrued PTO, or, at the Company’s option, be paid for Good Reasonsuch days. The Company may, in its sole discretion, elect to waive all or any part of the 90-day notice period with no further obligations being owed to the Executive by the Company. If the Executive terminates his employment, neither the Company nor the Executive will have any further obligations hereunder, except as provided in paragraph 16.

Termination by Executive. The Executive may terminate his the Executive's employment hereunder with the Company at any time and for any reason by giving the Company prior delivery of a written notice not less than 30 days prior of such termination to such terminationthe Company's Board of Directors. Any notice of termination given pursuant to this paragraph 3(e) Section 4.2 shall preclude a later claim that effect termination as of the date specified in such termination was for Good Reasonnotice or, in the event no such date is specified, on the last day of the month in which such notice is delivered or deemed delivered as provided in Section 8 below.

Termination by Executive. The (i) Notwithstanding anything to the contrary in this Agreement, whether express or implied, the Executive may terminate his employment hereunder with the Company at any time for any reason by giving the Company prior without Good Reason upon at least 30 days’ advance written notice not less than 30 days prior of his intention to such termination. Any termination pursuant terminate his employment hereunder and with Good Reason upon at least 90 days’ advanced written notice of his intention to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonterminate his employment hereunder.

Termination by Executive. The Executive may terminate his ------------------------ employment hereunder thereunder at any time for any reason by giving the Company prior written notice Notice of Termination (as defined in paragraph 3(h)), which Notice of Termination shall be effective not less than 30 days prior after it is given to the Company, provided that nothing in this Agreement shall require the Executive to specify a reason for any such termination. Any termination pursuant However, to the extent that the procedures specified in paragraph 3(d) are required, the procedures of this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonmay not be used in lieu of the procedures required under paragraph 3(d).

Termination by Executive. The Executive may terminate his her employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant , or in the event of a change of control of the Company whereby greater than fifty percent (50%) of the outstanding stock of the Company is transferred to this paragraph 3(eother individual(s) shall preclude or entity(s), and there is a later claim that such termination was for Good Reasonchange in the majority of the Board of Directors of the Company.

Termination by Executive. The Executive may terminate his employment hereunder at any time with the Company for any reason by giving the Company prior written notice not less than 30 days sixty (60) days’ prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonwritten notice.

Termination by Executive. The Executive may terminate his her employment hereunder at any time for any reason by giving thirty days written notice to the Company, in which event such termination shall become effective at the end of the notice period, or earlier as may be specified by the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonafter receipt of Executive's Notice of Termination.

Termination by Executive. The Executive may terminate his her employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 thirty (30) days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

Termination by Executive. The Executive may terminate his employment hereunder with the Company at any time for any reason or no reason by giving providing three (3) months advance written notice to the Company prior written notice (“Notice Period”). For the avoidance of doubt, and consistent with Section 2(b)(ii), Executive shall not less than 30 days be entitled to any bonus accrual or bonus payment during the Notice Period. The Company shall have the option, in its sole discretion, to make Executive’s termination effective at any time prior to the end of such termination. Any Notice Period and shall be required to pay Executive only the compensation to which Executive is entitled to until the effective date of the termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reasonof employment.