Termination by Mr. Xxxxxxx.
(i) Mr. Xxxxxxx xxx resign his employment on sixty (60) days' prior written notice to the Company, in which event the Company shall continue to pay him his salary at the rate then in effect for such sixty-day period; provided however, that in the event that Mr. Xxxxxxx xxxes notice of his resignation within sixty (60) days after a Change in Control of the Company (as defined below), all stock options then held by Mr. Xxxxxxx xxxll thereupon become exercisable in full, and the Company shall pay Mr. Xxxxxxx xxx amount provided for under Section 8(a)(ii), above, as if his employment had been terminated by the Company without Cause on the date Mr. Xxxxxxx xxxe the Company notice of his resignation.
(ii) For purposes of this Section 8(b), a "Change in Control of the Company" shall mean the acquisition after the date hereof by a person, an entity or a group of persons or entities of 20% or more of the voting securities of the Company's parent corporation.
(iii) The Company may deem any such notice given by Mr. Xxxxxxx xx a resignation by him, effective upon the giving of such notice, of any one or more of the offices then held by him in the Company and its subsidiaries.
Termination by Mr. Sansone. Mr. Sansone may termxxxxx xxx Xmpxxxxxxx Xxxm (1) for Good Reason, or (2) if his health should become impaired to an extent that makes his continued performance of his duties and obligations hereunder hazardous to his physical or mental health or his life ("impaired health"), provided that Mr. Sansone shall have furnished xxx Xxxxxxx with a written statement from a qualified doctor to such effect and provided further that, at the Company's request, Mr. Sansone shall submit to an exxxxxxxxxx xy a doctor selected by the Company and such doctor shall have concurred in the conclusion of Mr. Sansone's doctor, or (3) voluxxxxxxx, xxxxout Good Reason and not due to "impaired health." In the event that Mr. Sansone voluntarily terminatex xxx Xxxxxyment Term without Good Reason and not due to "impaired health," such termination shall be treated as if it were a termination "for cause" by the Company.
Termination by Mr. Xxxxx. Xx. Xxxxx xxx terminate this Agreement by giving written notice thereof to Parent at any time prior to the Closing: (a) in the event the Parent has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, the Shareholders have notified Parent of the breach, and the breach has continued without cure until the earlier of 20 days after the notice of such breach or the Closing Date, whichever is earlier, (b) if the Registration Statement for the IPO has not been filed with the Securities and Exchange Commission on or before December 31, 1997, or (c) if the IPO Closing Date shall not have occurred on or before April 30, 1998, by reason of the failure of any condition precedent under Section 7.2 hereof (unless the failure results primarily from any Shareholder materially breaching any material representation, warranty, or covenant contained in this Agreement).
Termination by Mr. Moore. Mr. Moore shalx xx xxxxtlex xx xxxxinate his employment under this Agreement at any time upon 30 days' prior written notice to Photomatrix, in which event Photomatrix shall have no further obligations under this Agreement.
Termination by Mr. Korculanic --------------------------------
Termination by Mr. GASTON OR GUARDSMAN BY XXXXXX. Either Mr. Gaston or Guardsman may xxxxxxxxx this Agreement (subject to performance of its obligations under this paragraph 4.3) by providing sixty (60) days' written notice to the other. Termination of this Agreement by Guardsman under this Section 4.3 may be at will, with or without cause. Upon termination under this Section 4.3 by Guardsman, or in the event of any other termination not authorized by Section 4.1, 4.2, or 4.4:
1. Within 7 days after the termination, Guardsman shall:
(a) Compute an amount equal to the sum of: (i) the remaining cash compensation portion of the consulting fees that would have been payable to Mr. Gaston from January 1 ox xxx xxxx following that in which the termination occurs through December 31, 1998; and (ii) the sum of the monthly deferred compensation installments accrued through the month of the termination, plus, for each such installment, the 7% monthly compounded rate of
Termination by Mr. GASTON OR XXXXXXXXX BV NOTICE. While it is the general understanding of the Parties that service hereunder will continue for a period three (3) to five (5) years from the date hereof, either Mr. Gaston or Guardsman may xxxxxxxxx this Agreement by providing sixty (60) days' written notice to the other. Termination of this Agreement by Guardsman under this Section 4.3 may be at will, with or without cause. Upon termination under this Section 4.3 by Guardsman, Guardsman shall pay Mr. Gaston alx xxxxxx xxx xxxxxx xxxx and deferred compensation in accordance with Section 3 and a lump sum severance equal to one year's consulting fee ($170,000). Guardsman shall also continue reimbursement to Mr. Gaston for his automobixx xxxxx expenses for one year following such termination. All rights of Mr. Gaston to xxxxxxx xny further compensation or benefits from Guardsman under this Agreement shall thereupon terminate."
Termination by Mr. Fulling. Mr. Fulling may termxxxxx xxx Xmpxxxxxxx Xxxm (1) for Good Reason, or (2) if his health should become impaired to an extent that makes his continued performance of his duties and obligations hereunder hazardous to his physical or mental health or his life ("impaired health"), provided that Mr. Fulling shall have furnished xxx Xxxxxxx with a written statement from a qualified doctor to such effect and provided further that, at the Company's request, Mr. Fulling shall submit to an exxxxxxxxxx xy a doctor selected by the Company and such doctor shall have concurred in the conclusion of Mr. Fulling's doctor, or (3) voluxxxxxxx, xxxxout Good Reason and not due to "impaired health." In the event that Mr. Fulling voluntarily terminatex xxx Xxxxxyment Term without Good Reason and not due to "impaired health," such termination shall be treated as if it were a termination "for cause" by the Company.
Termination by Mr. Svacina. Mr. Svacina may terminate his employment at any xxxx xxxx xrovxxxxx 00 xxys prior written notice to the Bank stating the effective date of his termination. In any such event, all obligations of the Bank to Mr. Svacina under this agreement and all obligations of Mr. Svxxxxx xx xxe Bank (except those provided for in paragrapxx 0 xxx 0) shall cease and the Term of Employment shall end on the effective date of Mr. Svacina's termination of employment.
Termination by Mr. Turner. Upon not less thax 00 xxxx' written notice by Mr. Turner to the Corporation. Xx xxxxination occurs under this paragraph 6.3, Mr. Turner shall not receive anx xxxxxx, bonuses or other compensation relative to his termination or after his termination. Salary or bonuses accrued prior to such termination shall not be affected.
