Common use of Termination by the Corporation Without Cause Clause in Contracts

Termination by the Corporation Without Cause. (a) The Corporation may terminate this Agreement at any time, without cause and for any reason, upon notice to the Employee setting forth the date of termination (this date of termination and any other date of termination prior to the Scheduled Termination Date is referred to as the "Early Termination Date"). In this event, the Employee shall be entitled to continue to receive, for a period of one (1) year after the Early Termination Date, the same Base Salary which the Employee was receiving at the time of such Early Termination Date (in the manner and as described in Section 3.1) and all Executive Benefits which the Employee was receiving or entitled to receive as of such Early Termination Date (in the manner and as described in Section 4.1). Further, all outstanding stock options which shall have been granted to the Employee shall immediately become exercisable (if not already exercisable in full) and shall continue in full force and effect. (b) In the event the Employee suffers from a disability (as defined in Section 5) for a period of 180 business days out of any 360 consecutive business day period, then the Corporation may at any time no later than thirty (30) days following the end of said 360-day period terminate the employment of the Employee without cause, by notice to the Employee setting forth the effective Early Termination Date. However, the Corporation shall not have the right to terminate the employment of the Employee hereunder if, at the time the Corporation gives notice of termination to the Employee, the Employee has then again begun to render services for the Corporation as required hereunder. Following an Early Termination Date because of disability, the Employee shall be entitled to receive his Base Salary then in effect for a period of one (1) year following his Early Termination Date and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early Termination Date. Further, the Employee's stock options, to the extent not fully vested, would continue to vest during the one-year period following his Early Termination Date. (c) This Agreement shall terminate immediately upon the Employee's death. In addition to any other compensation or benefits payable or accrued to the benefit of the Employee as of the date of his death, the Corporation shall pay to the Employee's executor or legal representative an amount in cash equal to one (1) times the Employee's Base Salary then in effect at the time of his death.

Termination by the Corporation Without Cause. (a) The Corporation may terminate this Agreement at any time, Employee’s employment without cause and for any reason, Cause upon notice to the Employee setting forth the date of termination fourteen (this date of termination and any other date of termination prior to the Scheduled Termination Date is referred to as the "Early Termination Date")14) days written notice. In this eventthe event that Employee is terminated without Cause, the Employee shall be entitled to continue (i) payment of Employee’s then-current accrued, unpaid Base Compensation and accrued, unused vacation, each prorated through the date of termination, (ii) such additional payments as may be made pursuant to receiveSection 5, plus (iii) an amount in respect of individual severance pay equal to 6 months Base Compensation. Any payments made pursuant to this Section 4.B. shall be paid over the 6 month period commencing from the date of termination in accordance with the Corporation’s normal payroll schedule, less federal and state income tax withholding, customary employee deductions and other deductions required by law; provided, that the Corporation shall have no obligation to make any payments pursuant to this Section 4.B. (except for a those described in (ii) hereof) if Employee breaches or is found by the Corporation to have breached any provisions of this Agreement following the date of termination. During the fourteen (14) day period of one (1) year after following the Early Termination Date, the same Base Salary which the Employee was receiving at the time delivery of such Early Termination Date (in the manner and as described in Section 3.1) and all Executive Benefits which the Employee was receiving or entitled to receive as of such Early Termination Date (in the manner and as described in Section 4.1). Furthernotice, all outstanding stock options which shall have been granted to the Employee shall immediately become exercisable (if not already exercisable reasonably cooperate with the Corporation in full) and shall continue in full force and effect. (b) In the event the arranging for an orderly transference of his responsibilities. C. Termination by Employee suffers from a disability Without Good Reason. Employee may terminate his employment without Good Reason (as defined in Section 5below) for a period of 180 business days out of any 360 consecutive business day period, then the Corporation may at any time no later than upon thirty (30) days following prior written notice. In the end of said 360-day period terminate the event that Employee terminates his employment of the Employee without causeGood Reason, by notice to the Employee setting forth the effective Early Termination Date. However, the Corporation shall not have the right to terminate the employment of the Employee hereunder if, at the time the Corporation gives notice of termination to the Employee, the Employee has then again begun to render services for the Corporation as required hereunder. Following an Early Termination Date because of disability, the Employee shall be entitled to receive his provided with payment of Employee’s then-current unpaid Base Salary then in effect for a period of one (1) year following his Early Termination Date Compensation and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early Termination Date. Furtheraccrued, the Employee's stock optionsunused vacation, to the extent not fully vested, would continue to vest during the one-year period following his Early Termination Date. (c) This Agreement shall terminate immediately upon the Employee's death. In addition to any other compensation or benefits payable or accrued to the benefit of the Employee as of each prorated through the date of his deathtermination, payable in accordance with the Corporation’s normal payroll schedule, less federal and state income tax withholding, customary employee deductions and other deductions required by law. During the thirty (30) day period following the delivery of such notice, Employee shall reasonably cooperate with the Corporation shall pay to the in locating and training Employee's executor or legal representative ’s successor and arranging for an amount in cash equal to one (1) times the Employee's Base Salary then in effect at the time orderly transference of his deathresponsibilities.

Termination by the Corporation Without Cause. (a) The Corporation may terminate this Agreement at any time, without cause and for any reason, upon notice to the Employee setting forth the date of termination (this date of termination and any other date of termination prior to the Scheduled Termination Date is referred to as the "Early Termination Date"). In this event, the Employee shall be entitled to continue to receive, for a during the period of one (1) year after time between the Early Termination Date and the Scheduled Termination Date, the same Base Salary which the Employee was receiving at the time of such Early Termination Date (in the manner and as described in Section 3.1) and all Executive Benefits which the Employee was receiving or entitled to receive as of such Early Termination Date (in the manner and as described in Section 4.1). Further, all outstanding stock options which shall have been granted to the Employee shall immediately become exercisable (if not already exercisable in full) and shall continue in full force and effect. (b) In the event the Employee suffers from a disability (as defined in Section 5) for a period of 180 business days out of any 360 consecutive business day period, then the Corporation may at any time no later than thirty (30) days following the end of said 360-day period terminate the employment of the Employee without cause, by notice to the Employee setting forth the effective Early Termination Date. However, the Corporation shall not have the right to terminate the employment of the Employee hereunder if, at the time the Corporation gives notice of termination to the Employee, the Employee has then again begun to render services for the Corporation as required hereunder. Following an Early Termination Date because of disability, the Employee shall be entitled to receive his Base Salary then in effect for a period of one (1) year following his Early Termination Date and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early Termination Date. Further, the Employee's stock options, to the extent not fully vested, would continue to vest during the one-year period following his Early Termination Date. (c) This Agreement shall terminate immediately upon the Employee's death. In addition to any other compensation or benefits payable or accrued to the benefit of the Employee as of the date of his death, the Corporation shall pay to the Employee's executor or legal representative an amount in cash equal to one (1) times the Employee's Base Salary then in effect at the time of his death.

Termination by the Corporation Without Cause. (a) The Corporation may terminate this Agreement at any time, without cause and for any reason, upon notice to Should the Employee setting forth the date of termination (this date of termination and any other date of termination prior to the Scheduled Termination Date is referred to Executive's employment as the "Early Termination Date"). In this event, the Employee shall CFO be entitled to continue to receive, for a period of one (1) year after the Early Termination Date, the same Base Salary which the Employee was receiving at the time of such Early Termination Date (in the manner and as described in Section 3.1) and all Executive Benefits which the Employee was receiving or entitled to receive as of such Early Termination Date (in the manner and as described in Section 4.1). Further, all outstanding stock options which shall have been granted to the Employee shall immediately become exercisable (if not already exercisable in full) and shall continue in full force and effect. (b) In the event the Employee suffers from a disability (as defined in Section 5) for a period of 180 business days out of any 360 consecutive business day period, then the Corporation may terminated at any time no later than thirty (30) days following by the end of said 360-day period terminate the employment of the Employee Corporation without cause, by notice to the Employee setting forth the effective Early Termination Date. HoweverCause, the Corporation shall not have provide the right Executive with the following, subject to terminate the employment Executive's execution of any and all documents requested by the Corporation to evidence the Executive's resignation as contemplated in Section 10.6(a), as well as a release and discharge agreement in favor of the Employee hereunder ifCorporation, at the time in a form satisfactory to the Corporation gives notice of termination to (the Employee, "Release") no later than five (5) Business Days following the Employee has then again begun to render services for the Corporation as required hereunder. Following an Early Termination Date because of disability, the Employee shall be entitled to receive his Base Salary then in effect for a period of one (1) year following his Early Termination Date and shall be entitled provided the Executive continues to retain all fulfill his post-employment legal and contractual obligations: i) payment of his Executive Benefits for a period of one the Basic Payments, payable (1less applicable statutory deductions) year within fifteen (15) Business Days following his Early the Termination Date. Further; ii) payment of any awarded but unpaid performance bonus for the year preceding the year during which the termination of the Executive's employment occurs, payable within fifteen (15) Business Days following the EmployeeTermination Date, however, in no event before the usual payout date of such bonus, less applicable statutory deductions; iii) subject to the conditions set out in Section 3.2 (a), payment of an amount equal to a prorated portion of the performance bonus (if any) which becomes payable for the year during which the termination of the Executive’s employment occurs up to the Employment End Date, determined by HRCC taking into account the final year end results for the applicable fiscal year and payable (if any) on a pro-rata basis taking into account the number of days worked by the Executive in the applicable fiscal year up to the Employment End Date, and payable on the usual payout date of such bonus, less applicable statutory deductions; iv) subject to section (b) below, payment of an indemnity in lieu of notice equal to twelve (12) months of the Executive's stock optionsBase Salary, less applicable statutory deductions, to be paid in regular installments in accordance with the extent not fully vested, would continue Corporation's normal payroll practices commencing on the first payroll date following the last to vest during the one-year period following his Early Termination Date. (c) This Agreement shall terminate immediately upon the Employee's death. In addition to any other compensation or benefits payable or accrued to the benefit occur of the Employee as Termination Date and the execution of the date of his deathRelease, and ending three (3) months thereafter (the Corporation shall pay to the Employee's executor or legal representative an amount in cash equal to one (1) times the Employee's Base Salary then in effect at the time of his death." Severance Pay Period");

Termination by the Corporation Without Cause. (a) The Corporation may terminate this Agreement Employee’s employment hereunder without Cause at any time, without cause and for any reason, upon 30 calendar days’ written notice to Employee. The Corporation may elect to pay to Employee his portion of Salary for the notice period in lieu of permitting Employee setting forth to continue working. If Employee is terminated by the date of termination Corporation without Cause, the Corporation will pay to Employee (this date of termination and any other date of termination prior to i) accrued but unpaid Salary through the Scheduled Termination Date, (ii) Employee’s Salary in effect on the Termination Date is referred to as the "Early Termination Date"). In this event, the Employee shall be entitled to continue to receive, paid for a period of one twelve (112) year months from and after the Early Termination Date, the same Base Salary which the Employee was receiving at the time of such Early Termination Date (such 12-month period, the “Severance Period”), (iii) a pro-rata portion of the Annual Bonus for the year in which Employee’s Termination Date occurs, to the manner extent earned (such amount to be calculated by determining the amount of the Annual Bonus earned as of the end of the year in which the Termination Date occurs and pro-rating such amount by the portion of such year Employee was employed by the Corporation), plus, if Employee’s termination occurs after year end but before the Annual Bonus for the preceding year is paid, the Annual Bonus for the preceding year and (iv) COBRA premiums as described in Section 3.1) 2.7(g). Such Salary and all Executive Benefits which Annual Bonus will be paid as and at such times as Employee would have otherwise received his Salary and Annual Bonus had he remained an employee of the Employee was receiving or entitled Corporation, subject to receive execution of an irrevocable release as of such Early Termination Date (in the manner and as described provided in Section 4.1). Further, all outstanding stock options which 4.16 and provided that such Salary shall have been granted to be paid commencing with the Employee shall immediately become exercisable (if not already exercisable in full) and shall continue in full force and effect. (b) In the event the Employee suffers from a disability (as defined in Section 5) for a period of 180 business days out of any 360 consecutive business day period, then the Corporation may at any time no later than thirty (30) first payroll date that occurs on or after 45 calendar days following the end of said 360-day period terminate the employment of the Employee without cause, by notice to the Employee setting forth the effective Early Termination Date. HoweverIn addition, under the foregoing circumstances, the Corporation shall will pay to Employee all unreimbursed expenses incurred by Employee prior to such termination for which Employee is entitled to reimbursement pursuant to and in accordance with Section 2.5(c). The payments to be made in accordance with this Section 2.7(a) will constitute liquidated damages and Employee will not have the right to terminate the employment of the Employee hereunder if, at the time the Corporation gives notice of termination to the Employee, the Employee has then again begun to render services for the Corporation as required hereunder. Following an Early Termination Date because of disability, the Employee shall be entitled to receive his Base Salary then in effect for a period of one (1) year following his Early Termination Date and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early Termination Date. Further, the Employee's stock options, to the extent not fully vested, would continue to vest during the one-year period following his Early Termination Date. (c) This Agreement shall terminate immediately upon the Employee's death. In addition to any other compensation or benefits payable or accrued to the benefit of the Employee as of the date of his death, from the Corporation shall pay to under this Agreement or otherwise except as provided in this Section 2.7(a). This Agreement in all other respects will terminate on the Employee's executor or legal representative an amount Termination Date, except as otherwise provided in cash equal to one (1) times the Employee's Base Salary then in effect at the time of his deaththis Agreement.

Termination by the Corporation Without Cause. (a) The Corporation may terminate this Agreement at any time, without cause Should the Executive's employment as President and for any reason, upon notice to the Employee setting forth the date of termination (this date of termination and any other date of termination prior to the Scheduled Termination Date is referred to as the "Early Termination Date"). In this event, the Employee shall Chief Operating Officer be entitled to continue to receive, for a period of one (1) year after the Early Termination Date, the same Base Salary which the Employee was receiving at the time of such Early Termination Date (in the manner and as described in Section 3.1) and all Executive Benefits which the Employee was receiving or entitled to receive as of such Early Termination Date (in the manner and as described in Section 4.1). Further, all outstanding stock options which shall have been granted to the Employee shall immediately become exercisable (if not already exercisable in full) and shall continue in full force and effect. (b) In the event the Employee suffers from a disability (as defined in Section 5) for a period of 180 business days out of any 360 consecutive business day period, then the Corporation may terminated at any time no later than thirty (30) days following by the end of said 360-day period terminate the employment of the Employee Corporation without cause, by notice to the Employee setting forth the effective Early Termination Date. HoweverCause, the Corporation shall not have provide the right Executive with the following, subject to terminate the employment Executive' s execution of any and all documents requested by the Corporation to evidence the Executive's resignation as contemplated in Section 10.6(a), as well as a release and discharge agreement in favour of the Employee hereunder ifCorporation in accordance with this Section 10.4 (b), in a form satisfactory to the Corporation (the "Release") no later than five (5) Business Days following the Termination Date and provided the Executive continues to fulfill his post-employment legal and contractual obligations: (i) payment of the Basic Payments, payable (less applicable statutory deductions) within five (5) Business Days following the Termination Date; (ii) payment of any awarded but unpaid performance bonus for the year preceding the year during which the termination of the Executive's employment occurs, payable within five (5) Business Days following the Termination Date, however, in no event before the usual payout date of such bonus, less applicable statutory deductions; (iii) if the Executive has less than ten (10) complete years of service with the Corporation as at the time the Corporation gives date on which a notice of termination is given pursuant to this Section 10.4(a), payment of an indemnity in lieu of notice equal to the Employeetwelve (12) months of the Executive’s Base Salary plus an amount equal to the performance based bonus at ' Target' , to be paid in a lump sum within five (5) business days following the Employee Termination Date. If the Executive has then again begun to render services for more than ten (10) years of service with the Corporation and less than eighteen (18) complete years of service with the Corporation as required hereunder. Following an Early Termination Date because at the date on which notice of disabilitytermination is given pursuant to Section 10.4(a), the Employee indemnity shall be entitled equal to receive his eighteen (18) months of the Executive’s Base Salary then plus an amount equal to 1.5 times the performance bonus at “Target”, to be paid in effect for a period of one lump sum within five (15) year business days following his Early Termination Date and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early the Termination Date. FurtherIf the Executive has at least eighteen (18) complete years of service with the Corporation as at the date on which a notice of termination is given, the Employee's stock optionsindemnity shall be equal to twenty-four (24) months of the Executive’s Base Salary plus an amount equal to two (2) times the performance bonus at “Target”, to be paid in a lump sum within five (5) business days following the extent not fully vested, would continue to vest during the one-year period following his Early Termination Date. (civ) This Agreement shall terminate immediately upon the Employee's death. In addition to any Any stock options, RSUs, stock units or other compensation or benefits payable or accrued long term incentive grants which are granted to the benefit of Executive prior to the Employee Employment End Date, and which are unvested as of the date of his deathEmployment End Date, shall be deemed vested on the Corporation shall pay Termination Date, notwithstanding anything to the Employee's executor contrary in any applicable plan or legal representative an amount in cash equal to one award agreement; (1v) times the Employee's Base Salary then in effect at the time payment of his deathany accrued and unused vacation pay.

Termination by the Corporation Without Cause. (a) The Corporation may terminate this Agreement Employee’s employment hereunder without Cause at any time, without cause and for any reason, upon 30 calendar days’ written notice to Employee. The Corporation may elect to pay to Employee his portion of Salary for the notice period in lieu of permitting Employee setting forth to continue working. If Employee is terminated by the date of termination Corporation without Cause, the Corporation will pay to Employee (this date of termination and any other date of termination prior to i) accrued but unpaid Salary through the Scheduled Termination Date, (ii) Employee’s Salary in effect on the Termination Date is referred to as the "Early Termination Date"). In this event, the Employee shall be entitled to continue to receive, paid for a period of one twelve (112) year months from and after the Early Termination Date, the same Base Salary which the Employee was receiving at the time of such Early Termination Date (such 12-month period, the “Severance Period”), (iii) a pro-rata portion of the Bonus for the year in which Employee’s Termination Date occurs, to the manner extent earned (such amount to be calculated by determining the amount of the Bonus earned as of the end of the year in which the Termination Date occurs and pro-rating such amount by the portion of such year Employee was employed by the Corporation), plus, if Employee’s termination occurs after year end but before the Bonus for the preceding year is paid, the Bonus for the preceding year and (iv) COBRA premiums as described in Section 3.1) 2.7(g). Such Salary and all Executive Benefits which Bonus will be paid as and at such times as Employee would have otherwise received his Salary and Bonus had he remained an employee of the Employee was receiving or entitled Corporation, subject to receive execution of an irrevocable release as of such Early Termination Date (in the manner and as described provided in Section 4.1). Further, all outstanding stock options which 4.16 and provided that such Salary shall have been granted to be paid commencing with the Employee shall immediately become exercisable (if not already exercisable in full) and shall continue in full force and effect. (b) In the event the Employee suffers from a disability (as defined in Section 5) for a period of 180 business days out of any 360 consecutive business day period, then the Corporation may at any time no later than thirty (30) first payroll date that occurs on or after 45 calendar days following the end of said 360-day period terminate the employment of the Employee without cause, by notice to the Employee setting forth the effective Early Termination Date. HoweverIn addition, under the foregoing circumstances, the Corporation shall will pay to Employee all unreimbursed expenses incurred by Employee prior to such termination for which Employee is entitled to reimbursement pursuant to and in accordance with Section 2.5(c). The payments to be made in accordance with this Section 2.7(a) will constitute liquidated damages and Employee will not have the right to terminate the employment of the Employee hereunder if, at the time the Corporation gives notice of termination to the Employee, the Employee has then again begun to render services for the Corporation as required hereunder. Following an Early Termination Date because of disability, the Employee shall be entitled to receive his Base Salary then in effect for a period of one (1) year following his Early Termination Date and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early Termination Date. Further, the Employee's stock options, to the extent not fully vested, would continue to vest during the one-year period following his Early Termination Date. (c) This Agreement shall terminate immediately upon the Employee's death. In addition to any other compensation or benefits payable or accrued to the benefit of the Employee as of the date of his death, from the Corporation shall pay to under this Agreement or otherwise except as provided in this Section 2.7(a). This Agreement in all other respects will terminate on the Employee's executor or legal representative an amount Termination Date, except as otherwise provided in cash equal to one (1) times the Employee's Base Salary then in effect at the time of his deaththis Agreement.

Termination by the Corporation Without Cause. (a) The Corporation may terminate this Agreement at any time, without cause and for any reason, upon notice to the Employee setting forth the date of termination (this date of termination and any other date of termination prior to the Scheduled Termination Date is referred to as the "Early Termination Date"). In this event, the Employee shall be entitled to continue to receive, for a during the period of one (1) year after time between the Early Termination Date and the Scheduled Termination Date, the same Base Salary which the Employee was receiving at the time of such Early Termination Date (in the manner and as described in Section 3.1) and all Executive Benefits which the Employee was receiving or entitled to receive as of such Early Termination Date (in the manner and as described in Section 4.15.1). Further, all outstanding stock options Options which shall have been granted to the Employee shall immediately become exercisable (if not already exercisable in full) and shall continue in full force and effect. (b) In the event the Employee suffers from a disability (as defined in Section 56) for a period of 180 business days out of any 360 consecutive business day period, then the Corporation may at any time no later than thirty (30) days following the end of said 360-day period terminate the employment of the Employee without cause, by notice to the Employee setting forth the effective Early Termination Date. However, the Corporation shall not have the right to terminate the employment of the Employee hereunder if, at the time the Corporation gives notice of termination to the Employee, the Employee has then again begun to render services for the Corporation as required hereunder. Following an Early Termination Date because of disability, the Employee shall be entitled to receive his Base Salary then in effect for a period of one (1) year following his Early Termination Date and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early Termination Date. Further, the Employee's stock optionsOptions, to the extent not fully vested, would continue to vest during the one-year period following his Early Termination Date. (c) This Agreement shall terminate immediately upon the Employee's death. In addition to any other compensation or benefits payable or accrued to the benefit of the Employee as of the date of his death, the Corporation shall pay to the Employee's executor or legal representative an amount in cash equal to one (1) times the Employee's Base Salary then in effect at the time of his death.

Termination by the Corporation Without Cause. In the event the Employee's employment is terminated by the Corporation without Cause (a) The which termination shall be effective as of the date specified by the Corporation may terminate this Agreement at any time, without cause and for any reason, upon in a written notice to the Employee setting forth the date of termination (this date of termination and any Employee), other date of termination prior than due to the Scheduled Termination Date is referred to as the "Early Termination Date"). In this event, death or Disability the Employee shall be entitled to continue to receiveand his sole remedies under this Agreement shall be: (i) Salary through the Termination Date; (ii) Salary, at the annualized rate in effect on the Termination Date for a period which is the longer of one twelve (112) months following such termination or the balance of the then existing Employment Period (the "Severance Period"); (iii) pro-rated Bonus for the Fiscal Year in which termination occurs, payable in accordance with Section 3(b), and any Bonus for any Fiscal Year earned, but not yet paid, including, without limitation, the entire minimum Bonus for the first year of the Employment Period, payable in a lump sum within fifteen (15) days after the Early Termination Date; (iv) the right to exercise any stock option held by the Employee at the Termination Date (whether or not then vested), such option to remain exercisable for six (6) months after the Termination Date, or for the same Base Salary which remainder of the Employee was receiving at the time of such Early Termination Date exercise period, if shorter; (in the manner and as described in Section 3.1v) and all Executive Benefits which the Employee was receiving Any amounts earned, accrued, or entitled to receive as of such Early Termination Date (in the manner and as described in Section 4.1). Further, all outstanding stock options which shall have been granted owing to the Employee shall immediately become exercisable but not yet paid under Sections 4 or 5; and (vi) continued participation in all medical, dental, health and life insurance plans and in other employee benefit plans or programs at the same benefit level at which he was participating on the Termination Date until the earlier of: (A) the end of the Severance Period; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that if not already exercisable in full) and shall continue in full force and effect. (b) In the event the Employee suffers is precluded from continuing his participation in any benefit plan or program as provided in this clause (vi) of this Section 6(d) as a disability matter of law or in the case of life insurance, as a result of the requirements of such benefit plan or program, the Corporation shall have no obligation to continue to provide such benefits; and (vii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Corporation. "Termination Without Cause" shall mean the Employee's employment is terminated by the Company for any reason other than death, Disability or Cause (as defined in Section 5) for a period of 180 business days out of any 360 consecutive business day period, then the Corporation may at any time no later than thirty (30) days following the end of said 360-day period terminate the employment of the Employee without cause, by notice to the Employee setting forth the effective Early Termination Date. However, the Corporation shall not have the right to terminate the employment of the Employee hereunder if, at the time the Corporation gives notice of termination to the Employee, the Employee has then again begun to render services for the Corporation as required hereunder. Following an Early Termination Date because of disability, the Employee shall be entitled to receive his Base Salary then in effect for a period of one (1) year following his Early Termination Date and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early Termination Date. Further, the Employee's stock options, to the extent not fully vested, would continue to vest during the one-year period following his Early Termination Date. 6 (c) This Agreement shall terminate immediately upon the Employee's death. In addition to any other compensation or benefits payable or accrued to the benefit of the Employee as of the date of his death, the Corporation shall pay to the Employee's executor or legal representative an amount in cash equal to one (1) times the Employee's Base Salary then in effect at the time of his death)).

Termination by the Corporation Without Cause. (a) The In the event the Employee's employment is terminated by the Corporation may terminate this Agreement at any time, without cause and for any reasonreason other than Cause, upon notice to the Employee setting forth the date death or Disability, or a Change of termination (this date of termination and any other date of termination prior to the Scheduled Termination Date is referred to as the "Early Termination Date"). In this eventControl shall have occurred, the Employee shall be entitled to continue to receiveto, and his sole remedies under this Agreement shall be: (i) Salary through the Termination Date; (ii) Salary, at the annual rate in effect on the Termination Date, for a period (the "Severance Period") which shall commence on the date of one such termination and shall terminate on the 12-month anniversary of the date of such termination; (1iii) pro-rated Bonus with respect to the fiscal year after in which termination occurs, payable in accordance with Section 4(b) hereof, and any Bonus for any fiscal year earned but not in fact paid before the Early Termination Date, payable in a lump sum as promptly as practicable following the same Base Salary which Termination Date, but in no event later than fifteen (15) days after the Termination Date; (iv) the right to exercise any stock option held by the Employee was receiving at the time of such Early Termination Date (in whether or not then vested), such option to remain exercisable for six months after the manner and as described in Section 3.1Termination Date, or for the remainder of the exercise period of the applicable option, if shorter; (v) and all Executive Benefits which the Employee was receiving any amounts earned, accrued, or entitled to receive as of such Early Termination Date (in the manner and as described in Section 4.1). Further, all outstanding stock options which shall have been granted owing to the Employee shall immediately become exercisable (if through the Termination Date but not already exercisable in full) and shall continue in full force and effect.yet paid under Section 5 or 6 hereof; (bvi) In continued participation in all medical, dental, health and life insurance plans and in other employee benefit plans or programs at the event same benefit level at which he was participating on the Employee suffers from a disability Termination Date until the earlier of: (as defined in Section 5A) for a period of 180 business days out of any 360 consecutive business day period, then the Corporation may at any time no later than thirty (30) days following the end of said 360the Severance Period; or (B) the date, or dates, he received equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-day period terminate by-coverage, or benefit-by-benefit, basis); provided that if the employment Employee is precluded from continuing his participation in any benefit plan or program as provided in this Section 7(d)(vi) as a matter of law, or in the case of life insurance, as a result of the Employee without cause, by notice to the Employee setting forth the effective Early Termination Date. Howeverrequirements of such benefit plan or program, the Corporation shall not have the right no obligation to terminate the employment continue to provide such benefits; (vii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Employee hereunder ifCorporation, at payable in a lump sum on the time Termination Date; and (viii) payment, in the Corporation gives notice event a Change of termination Control occurs, of (A) an amount equal to two hundred and sixteen percent (216%) of the Employeeannual Salary rate which was, is or would be in effect under the Employment Agreement, as amended, for the Renewal Term commencing January 1, 2003, and (B) provided that the Change of Control originates without dispute from, and is negotiated and approved by or on behalf of, the Employee has then again begun Corporation's Board of Directors, an amount equal to render services fifty four and twenty-seven one hundredths percent (54.27%) of the annual Salary rate which was, is or would be in effect under the Employment Agreement, as amended, for the Corporation as required hereunderRenewal Term commencing January 1, 2003. Following an Early Termination Date because of disability, the Employee Any payment(s) made pursuant to this Section 7(d)(viii) shall be entitled to receive his Base Salary then made in effect for a period lieu of one the payment specified in (1ii) year following his Early Termination Date above, and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early Termination Date. Further, the Employee's stock options, to the extent not fully vested, would continue to vest during the one-year period following his Early Termination Date. (c) This Agreement shall terminate immediately upon the Employee's death. In addition to any other compensation or benefits payable or accrued to the benefit of the Employee as of made on the date of his deaththe Change of Control. Furthermore, in the event a Change of Control has occurred, the Corporation payment under (iii) above shall pay be made on the date the Change of Control occurs, and the Change of Control date shall be used in lieu of the Termination Date to determine the Employee's executor or legal representative an amount in cash equal to one (1) times of the Employee's Base Salary then in effect at the time of his deathpro-rated Bonus.

Termination by the Corporation Without Cause. If the Corporation terminates your employment as Chairman and Chief Executive Officer without Cause (a) as defined below), you will be entitled to a severance payment in an amount equal to 12 months of your then Base Salary, plus any guaranteed portion of any bonus, in lieu of notice. The severance payment will be paid in a single lump sum cash payment within 7 days after the effectivedate of your executed release of all claims against the Corporation, but in no case later than March 15 of the year following the year in which the termination occurs (if you have signed such a release). This payment will be in full and final satisfaction of any claims you may have against the Corporation may terminate this Agreement at any time, without cause and other than claims for any reason, upon notice monies that are already due or accruing due for services rendered to the Employee setting forth the date of termination (this date of termination and any other date of termination prior termination. Subject to the Scheduled Termination Date is referred to as terms and conditions of the "Early Termination Date"). In this eventapplicable plans, the Employee shall be entitled Corporation will also maintain, at no cost to continue to receiveyou, (or reimburse you for the cost of continuation of) your group benefit coverage for a period of one 12 months following the termination of your employment, or until such earlier date as you arrange new employment with similar benefits. The Corporation will reimburse you for income taxes that you may be required to pay with respect to such continued group benefit coverage to the extent that such coverage is considered a taxable benefit. Such reimbursement for taxes will be made in three lump sum payments as follows: as to the taxes relating to up to the first 3 months of continued health coverage, payment shall be made on the date that is two months after the termination date; as to the taxes relating to up to the next 4 months of continued health coverage, payment shall be made on the date that is 7 months after the termination date; and as to the taxes relating to up to the remaining 5 months of continued health coverage, payment shall be made on the date that is 11 months after the termination date. It is intended that (1) year after each installment of the Early Termination Datepayments provided under this Section 18 is a separate “payment” for purposes of Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986 (the “Code”), (2) that the payments satisfy, to the greatest extent possible, the same Base Salary which exemptions from the Employee was receiving application of Section 409A provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v). Notwithstanding the foregoing, if the Corporation (or, if applicable, the successor entity thereto) determines that the payments provided under this Agreement constitute “deferred compensation” under Section 409A of the Code (together, with any international, state or local law of similar effect, “Section 409A”) and you are a “specified employee” of the Corporation or any successor entity thereto at the time of relevant date, as such Early Termination Date (in the manner and as described in Section 3.1) and all Executive Benefits which the Employee was receiving or entitled to receive as of such Early Termination Date (in the manner and as described in Section 4.1). Further, all outstanding stock options which shall have been granted to the Employee shall immediately become exercisable (if not already exercisable in full) and shall continue in full force and effect. (b) In the event the Employee suffers from a disability (as term is defined in Section 5409A(a)(2)(B)(i) for (a period of 180 business days out of any 360 consecutive business day period“Specified Employee”), then then, solely to the Corporation may at any time no later than thirty (30) days following extent necessary to avoid the end of said 360-day period terminate the employment incurrence of the Employee without causeadverse personal tax consequences under Section 409A, by notice the timing of the payments shall be delayed as follows: on the earliest to occur of (i) the Employee setting forth date that is six months and one day after the effective Early Termination termination date or (ii) the date of your death (such earliest date, the “Delayed Initial Payment Date. However”), the Corporation (or the successor entity thereto, as applicable) shall not have (A) pay you a lump sum amount equal to the right to terminate the employment sum of the Employee hereunder if, at payments that you would otherwise have received through the time Delayed Initial Payment Date if the Corporation gives notice of termination to the Employee, the Employee has then again begun to render services for the Corporation as required hereunder. Following an Early Termination Date because of disability, the Employee shall be entitled to receive his Base Salary then in effect for a period of one (1) year following his Early Termination Date and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early Termination Date. Further, the Employee's stock options, to the extent not fully vested, would continue to vest during the one-year period following his Early Termination Date. (c) This Agreement shall terminate immediately upon the Employee's death. In addition to any other compensation or benefits payable or accrued to the benefit commencement of the Employee as payment of the date payments had not been delayed pursuant to this Section 18 and (B) commence paying the balance of his death, the Corporation shall pay to payments in accordance with the Employee's executor or legal representative an amount in cash equal to one (1) times the Employee's Base Salary then in effect at the time of his deathapplicable payment schedules set forth above.

Termination by the Corporation Without Cause. (a) The Corporation may terminate this Agreement Should the Executive’s employment be terminated at any timetime by the Corporation without Cause, without cause and for any reasonthe Corporation shall provide the Executive with the following, upon notice subject to the Employee setting forth Executive’s execution of any and all documents requested by the Corporation to evidence the Executive’s resignation as contemplated in Section 10.6(a), as well as a release and discharge agreement in favor of the Corporation, in a form enclosed as Schedule (“A”) (the “Release”) no later than five (5) Business Days following the Termination Date and provided the Executive continues to fulfill his post-employment legal and contractual obligations: i) payment of the Basic Payments, payable (less applicable statutory deductions) within fifteen (15) Business Days following the Termination Date; ii) payment of any awarded but unpaid performance bonus for the year preceding the year during which the termination of the Executive’s employment occurs, payable within fifteen (15) Business Days following the Termination Date, however, in no event before the usual payout date of such bonus, less applicable statutory deductions; iii) subject to the conditions set out in Section 3.2 (a), payment of an amount equal to a prorated portion of the performance bonus (if any) which becomes payable for the year during which the termination of the Executive’s employment occurs up to the Termination Date, determined by HRCC taking into account the final year end results for the applicable fiscal year and payable (this if any) on a pro-rata basis taking into account the number of days worked by the Executive in the applicable fiscal year up to the Termination Date, and payable on the usual payout date of termination and such bonus, less applicable statutory deductions; iv) any RSU’s, stock options, stock units or other date of termination long term incentive grants, granted to the Executive prior to the Scheduled Employment End Date and which are due to vest in accordance with their terms within one hundred fifty (150) days of the Employment End Date, shall be deemed vested on the Termination Date, notwithstanding anything to the contrary in any applicable plan or award agreement. The parties further agree that any RSU’s, stock options, stock units or other long term incentive grants, granted to the Executive prior to the Employment End Date, and which are due to vest in accordance with their terms during the period commencing one hundred and fifty one (151) days following the Employment End Date and ending three hundred and sixty five (365) days following the Employment End Date, shall vest in accordance with their terms, contingent on the share price of the Corporation’s shares on the vesting date exceeding the average share price (based on daily closing prices) of the Corporation’s shares on the NASDAQ during the twenty four (24) months preceding the Employment End Date, or, if the Executive is employed for less than twenty four (24) months, during the period commencing on the Start Date and ending on the Employment End Date. Except as otherwise provided herein, any remaining stock options or stock units which are unvested as of the Employment End Date and which do not otherwise vest as contemplated herein, shall be forfeited on the Termination Date; v) subject to section (b) below, payment of an indemnity in lieu of notice equal to the aggregate of twelve (12) months of the Executive’s Base Salary, plus an amount equal to the performance bonus awarded to the Executive in the fiscal year immediately preceding the year in which the termination of the Executive’s employment occurs, less applicable statutory deductions, to be paid in regular installments in accordance with the Corporation’s normal payroll practices commencing on the first payroll date following the last to occur of the Termination Date is and the execution of the Release, and ending twelve (12) months thereafter (the “First Severance Pay Period”); vi) maintain the Executive’s participation in the Corporation’s group insurance and dental benefits and, to the extent possible, short-term disability and life insurance (together referred to as the "Early “Termination Date")Benefits”) during the First Severance Pay Period or until the Executive secures health benefits, through Alternate Employment. In this eventIf any of the Termination Benefits cannot be maintained during the First Severance Pay Period, the Employee Corporation will reimburse the Executive’s costs to obtain reasonably comparable coverage. (b) Should the Executive not commence Alternate Employment before the expiry of the First Severance Pay Period, the Corporation shall be entitled to continue to receivepayment of the Executive’s Base Salary on a monthly basis less applicable statutory deductions, for a period of one twelve (112) year after additional months commencing on the Early Termination Date, expiry the same Base Salary which Severance Pay Period up until the Employee was receiving at first to occur of the time following: i) the date the Executive commences Alternate Employment; or ii) the last day of such Early Termination Date the twelve (in the manner and as described in Section 3.112) and all Executive Benefits which the Employee was receiving or entitled to receive as of such Early Termination Date (in the manner and as described in Section 4.1). Further, all outstanding stock options which shall have been granted to the Employee shall immediately become exercisable (if not already exercisable in full) and shall continue in full force and effect. (b) In the event the Employee suffers from a disability (as defined in Section 5) for a month period of 180 business days out of any 360 consecutive business day period, then the Corporation may at any time no later than thirty (30) days following the end of said 360-day period terminate the employment expiry of the Employee without cause, by notice to the Employee setting forth the effective Early Termination Date. However, the Corporation shall not have the right to terminate the employment of the Employee hereunder if, at the time the Corporation gives notice of termination to the Employee, the Employee has then again begun to render services for the Corporation as required hereunder. Following an Early Termination Date because of disability, the Employee shall be entitled to receive his Base Salary then in effect for a period of one (1) year following his Early Termination Date and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early Termination Date. Further, the Employee's stock options, to the extent not fully vested, would continue to vest during the one-year period following his Early Termination DateFirst Severance Pay Period. (c) This Agreement shall terminate immediately upon As of the Employee's death. In addition Termination Date, the Executive undertakes to any other compensation or benefits payable or accrued make reasonable efforts to seek Alternate Employment and to report to the benefit Chairman of the Employee as of the date of his death, the Corporation shall pay Board in writing no later than five (5) days prior to the Employee's executor or legal representative an amount in cash equal to one (1) times the Employee's Base Salary then in effect at the time of his deathcommencing Alternate Employment.

Termination by the Corporation Without Cause. (a) The If the Executive's employment is terminated by the Corporation, including delivery by the Corporation may terminate this Agreement at any timeof a Notice of Termination, without cause and for any reasonreason other than for Just Cause, upon notice Disability, or death of the Executive, and Section 5.4 is not applicable, then the Corporation shall pay to the Employee setting forth Executive within 30 days of the date of his termination of employment, or if a six month delay is required in order to comply with Code section 409A, on the first business day of the seventh month following the month in which termination of employment occurred, a lump sum amount equal to the sum of (i) two times his annual Base Salary at the time of his termination of employment and (ii) two times his Target Bonus for the year in which the termination occurs, plus a pro-rata portion to the date of termination (this of employment of the Target Bonus that would have been paid for the year to him upon accomplishment of the target goal. The Executive shall also receive that portion of his Base Salary which is payable to the date of termination and any other of employment as provided in Section 3.1. The final portion of his Base Salary payable for services performed to the date of termination prior to shall be paid on the Scheduled Termination Date is referred to as regularly scheduled pay date coincident with or next following the "Early Termination Date")date of termination of employment. In this eventaddition, the Employee shall be entitled to continue to receive, for a period of one (1) year after the Early Termination Date, the same Base Salary which the Employee was receiving at the time of such Early Termination Date (in the manner and as described stock award in Section 3.13.2(d) and all Executive Benefits which the Employee was receiving or entitled to receive as of such Early Termination Date (in the manner and as described in Section 4.1). Furthershall vest, all outstanding stock options which shall have been granted to the Employee shall immediately become exercisable (if not already exercisable in full) fully vested, on the date of termination of employment and shall continue be paid in full force within 30 days of the date of his termination of employment, provided, however, if such vesting does not constitute the lapse of a substantial risk of forfeiture as defined under Code section 409A and effectthe guidance issued thereunder, each remaining one-third portion shall be paid on the anniversary date on which it would have been paid as specified in Section 3.2(d) had the Executive continued to be employed by the Corporation. The Performance Share Unit award in Section 3.2(c) if not already fully vested shall vest to the maximum extent as would be permitted under the Performance Share Unit Plan and shall be paid at the same time as an award under that Plan, except that the last day of the "Performance Cycle" shall be the third anniversary of the Executive's Employment Commencement Date. (b) In the event the Employee suffers from a disability (as defined in Section 5) for a period of 180 business days out of any 360 consecutive business day period, then the Corporation may at any time no later than thirty (30) days following the end of said 360-day period terminate the employment of the Employee without cause, by notice to termination of the Employee setting forth the effective Early Termination Date. HoweverExecutive's employment under this Section 5.2, the Corporation shall not have the right to terminate the employment of the Employee hereunder if, at the time the Corporation gives notice of termination to the Employee, the Employee has then again begun to render services for the Corporation as required hereunder. Following an Early Termination Date because of disability, the Employee shall be entitled to receive his Base Salary then in effect for a period of one (1) year following his Early Termination Date and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early Termination Date. Further, the Employee's stock optionsshall, to the extent not fully vestedit may do so legally and in compliance with the Corporation's benefit plans in existence from time to time, would continue all group insurance benefits at a level equivalent to vest during those provided to the oneExecutive immediately prior to the termination for a period until the date which is 24 months following the date of termination, provided that, the benefits contemplated by this sub-year period following his Early Termination Dateparagraph shall terminate on the date the Executive obtains alternate employment providing comparable benefits. (c) This Agreement For purposes of this Section 5.2 and of Sections 5.3 and 5.4, termination of employment shall terminate immediately upon mean separation from service within the Employee's deathmeaning of Proposed Treas. In addition to Reg. Section 1.409A 1(h) or any other compensation or benefits payable or accrued to the benefit of the Employee as of the date of his death, the Corporation shall pay to the Employee's executor or legal representative an amount in cash equal to one (1) times the Employee's Base Salary then in effect at the time of his deathsuccessor thereto.

Termination by the Corporation Without Cause. (a) The Corporation may terminate this Agreement Employee’s employment hereunder without Cause at any time, without cause and for any reason, upon 30 calendar days’ written notice to Employee. The Corporation may elect to pay to Employee his portion of Salary for the notice period in lieu of permitting Employee setting forth to continue working. If Employee is terminated by the date of termination Corporation without Cause, the Corporation will pay to Employee (this date of termination and any other date of termination prior to i) accrued but unpaid Salary through the Scheduled Termination Date, (ii) Employee’s Salary in effect on the Termination Date is referred to as the "Early Termination Date"). In this event, the Employee shall be entitled to continue to receive, paid for a period of one twelve (112) year months from and after the Early Termination Date, the same Base Salary which the Employee was receiving at the time of such Early Termination Date (such 12-month period, the “Severance Period”), (iii) a pro-rata portion of the Bonus for the year in which Employee’s Termination Date occurs, to the manner extent earned (such amount to be calculated by determining the amount of the Bonus earned as of the end of the year in which the Termination Date occurs and pro-rating such amount by the portion of such year Employee was employed by the Corporation), plus, if Employee’s termination occurs after year end but before the Bonus for the preceding year is paid, the Bonus for the preceding year and (iv) COBRA premiums as described in Section 3.1) and all Executive Benefits which the Employee was receiving or entitled to receive as of such Early Termination Date (in the manner and as described in Section 4.12.7(g). Further, all outstanding stock options which shall Such Salary and Bonus will be paid as and at such times as Employee would have been granted to the Employee shall immediately become exercisable (if not already exercisable in full) otherwise received his Salary and shall continue in full force and effect. (b) In the event the Employee suffers from a disability (as defined in Section 5) for a period of 180 business days out of any 360 consecutive business day period, then the Corporation may at any time no later than thirty (30) days following the end of said 360-day period terminate the employment Bonus had he remained an employee of the Employee without causeCorporation. In addition, by notice to under the Employee setting forth the effective Early Termination Date. Howeverforegoing circumstances, the Corporation shall will pay to Employee all unreimbursed expenses incurred by Employee prior to such termination for which Employee is entitled to reimbursement pursuant to and in accordance with Section 2.5(c). The payments to be made in accordance with this Section 2.7(a) will constitute liquidated damages and Employee will not have the right to terminate the employment of the Employee hereunder if, at the time the Corporation gives notice of termination to the Employee, the Employee has then again begun to render services for the Corporation as required hereunder. Following an Early Termination Date because of disability, the Employee shall be entitled to receive his Base Salary then in effect for a period of one (1) year following his Early Termination Date and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early Termination Date. Further, the Employee's stock options, to the extent not fully vested, would continue to vest during the one-year period following his Early Termination Date. (c) This Agreement shall terminate immediately upon the Employee's death. In addition to any other compensation or benefits payable or accrued to the benefit of the Employee as of the date of his death, from the Corporation shall pay to under this Agreement or otherwise except as provided in this Section 2.7(a). This Agreement in all other respects will terminate on the Employee's executor or legal representative an amount Termination Date, except as otherwise provided in cash equal to one (1) times the Employee's Base Salary then in effect at the time of his deaththis Agreement.

Termination by the Corporation Without Cause. (a) The Corporation may terminate this Agreement Employee’s employment hereunder without Cause at any time, without cause and for any reason, upon 30 calendar days’ written notice to Employee. The Corporation may elect to pay to Employee his portion of Salary for the notice period in lieu of permitting Employee setting forth to continue working. If Employee is terminated by the date of termination Corporation without Cause, the Corporation will pay to Employee (this date of termination and any other date of termination prior to i) accrued but unpaid Salary through the Scheduled Termination Date, (ii) Employee’s Salary in effect on the Termination Date is referred to as the "Early Termination Date"). In this event, the Employee shall be entitled to continue to receive, for a period of one (1) year 12 months from and after the Early Termination Date, the same Base Salary which the Employee was receiving at the time of such Early Termination Date and (iii) a pro-rata portion of the Bonus for the year in which Employee’s Termination Date occurs (such amount to be calculated by determining the manner and as described in Section 3.1) and all Executive Benefits which the Employee was receiving or entitled to receive Bonus as of such Early Termination Date (in the manner and as described in Section 4.1). Further, all outstanding stock options which shall have been granted to the Employee shall immediately become exercisable (if not already exercisable in full) and shall continue in full force and effect. (b) In the event the Employee suffers from a disability (as defined in Section 5) for a period of 180 business days out of any 360 consecutive business day period, then the Corporation may at any time no later than thirty (30) days following the end of said 360the year in which the Termination Date occurs and pro-day period terminate rating such amount by the employment portion of such year Employee was employed by the Corporation), plus, if Employee’s termination occurs after year-end but before the Bonus is paid, the Bonus for the preceding year. Such Salary and Bonus will be paid as and at such times as Employee would have otherwise received his Salary and Bonus had he remained an employee of the Employee without causeCorporation. In addition, by notice to under the Employee setting forth the effective Early Termination Date. Howeverforegoing circumstances, the Corporation shall will pay to Employee all unreimbursed expenses incurred by Employee prior to such termination for which Employee is entitled to reimbursement pursuant to Section 2.5 (subject to completion of expense reports customarily required by the Corporation). The payments to be made in accordance with this Section 2.7(a) will constitute liquidated damages and Employee will not have the right to terminate the employment of the Employee hereunder if, at the time the Corporation gives notice of termination to the Employee, the Employee has then again begun to render services for the Corporation as required hereunder. Following an Early Termination Date because of disability, the Employee shall be entitled to receive his Base Salary then in effect for a period of one (1) year following his Early Termination Date and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early Termination Date. Further, the Employee's stock options, to the extent not fully vested, would continue to vest during the one-year period following his Early Termination Date. (c) This Agreement shall terminate immediately upon the Employee's death. In addition to any other compensation or benefits payable or accrued to the benefit of the Employee as of the date of his death, from the Corporation shall pay to under this Agreement or otherwise except as provided in this Section 2.7(a). This Agreement in all other respects will terminate on the Employee's executor or legal representative an amount Termination Date, except as otherwise provided in cash equal to one (1) times the Employee's Base Salary then in effect at the time of his deaththis Agreement.

Termination by the Corporation Without Cause. (a) The Corporation may terminate this Agreement Employee’s employment hereunder without Cause at any time, without cause and for any reason, upon 30 calendar days’ written notice to Employee. The Corporation may elect to pay to Employee his portion of Salary for the notice period in lieu of permitting Employee setting forth to continue working. If Employee is terminated by the date of termination Corporation without Cause, the Corporation will pay to Employee (this date of termination and any other date of termination prior to i) accrued but unpaid Salary through the Scheduled Termination Date, (ii) Employee’s Salary in effect on the Termination Date is referred to as the "Early Termination Date"). In this event, the Employee shall be entitled to continue to receive, for a period of one (1) year six months from and after the Early Termination Date; provided, however, that such payment of Salary will be reduced by the same Base Salary amount of any salary, wages or other income paid to or for the benefit of Employee from any other employment during such six- month period, and (iii) a pro-rata portion of the Bonus for the year in which the Employee was receiving at the time of such Early Employee’s Termination Date occurs (in such amount to be calculated by determining the manner and as described in Section 3.1) and all Executive Benefits which the Employee was receiving or entitled to receive Bonus as of such Early Termination Date (in the manner and as described in Section 4.1). Further, all outstanding stock options which shall have been granted to the Employee shall immediately become exercisable (if not already exercisable in full) and shall continue in full force and effect. (b) In the event the Employee suffers from a disability (as defined in Section 5) for a period of 180 business days out of any 360 consecutive business day period, then the Corporation may at any time no later than thirty (30) days following the end of said 360the year in which the Termination Date occurs and pro-day period terminate rating such amount by the employment portion of such year Employee was employed by the Corporation), plus, if Employee’s termination occurs after yearend but before the Bonus for the preceding year is paid, the Bonus for the preceding year. Such Salary and Bonus will be paid as and at such times as Employee would have otherwise received his Salary and Bonus had he remained an employee of the Employee without causeCorporation. In addition, by notice to under the Employee setting forth the effective Early Termination Date. Howeverforegoing circumstances, the Corporation shall will pay to Employee all unreimbursed expenses incurred by Employee prior to such termination for which Employee is entitled to reimbursement pursuant to Section 2.5 (subject to completion of expense reports customarily required by the Corporation). The payments to be made in accordance with this Section 2.7(a) will constitute liquidated damages and Employee will not have the right to terminate the employment of the Employee hereunder if, at the time the Corporation gives notice of termination to the Employee, the Employee has then again begun to render services for the Corporation as required hereunder. Following an Early Termination Date because of disability, the Employee shall be entitled to receive his Base Salary then in effect for a period of one (1) year following his Early Termination Date and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early Termination Date. Further, the Employee's stock options, to the extent not fully vested, would continue to vest during the one-year period following his Early Termination Date. (c) This Agreement shall terminate immediately upon the Employee's death. In addition to any other compensation or benefits payable or accrued to the benefit of the Employee as of the date of his death, from the Corporation shall pay to under this Agreement or otherwise except as provided in this Section 2.7(a). This Agreement in all other respects will terminate on the Employee's executor or legal representative an amount Termination Date, except as otherwise provided in cash equal to one (1) times the Employee's Base Salary then in effect at the time of his deaththis Agreement.

Termination by the Corporation Without Cause. (a) The In the event the Employee's employment is terminated by the Corporation may terminate this Agreement at any time, without cause and for any reasonreason other than Cause, upon notice to the Employee setting forth the date of termination (this date of termination and any other date of termination prior to the Scheduled Termination Date is referred to as the "Early Termination Date"). In this eventdeath or Disability, the Employee shall be entitled to continue to receiveto, and his sole remedies under this Agreement shall be: (i) Salary through the Termination Date; (ii) Salary, at the annual rate in effect on the Termination Date, for a period (the "Severance Period") which shall commence on the date of one such termination and shall terminate on either (A) in the event that such termination shall have occurred prior to a Change of Control, the 12-month anniversary of the date of such termination or (B) in the event that such termination shall have occurred following a Change of Control, the earlier of (1) the 12-month anniversary of the date of such termination and (2) December 31, 2000; (iii) pro-rated Bonus with respect to the fiscal year after in which termination occurs, payable in accordance with Section 4(b) hereof, and any Bonus for any fiscal year earned but not in fact paid before the Early Termination Date, payable in a lump sum as promptly as practicable following the same Base Salary which Termination Date, but in no event later than fifteen (15) days after the Termination Date; (iv) the right to exercise any stock option held by the Employee was receiving at the time of such Early Termination Date (in whether or not then vested), such option to remain exercisable for six months after the manner and as described in Section 3.1Termination Date, or for the remainder of the exercise period of the applicable option, if shorter; (v) and all Executive Benefits which the Employee was receiving any amounts earned, accrued, or entitled to receive as of such Early Termination Date (in the manner and as described in Section 4.1). Further, all outstanding stock options which shall have been granted owing to the Employee shall immediately become exercisable (if through the Termination Date but not already exercisable in full) and shall continue in full force and effect.yet paid under Section 5 or 6 hereof; (bvi) In continued participation in all medical, dental, health and life insurance plans and in other employee benefit plans or programs at the event same benefit level at which he was participating on the Employee suffers from a disability Termination Date until the earlier of: (as defined in Section 5A) for a period of 180 business days out of any 360 consecutive business day period, then the Corporation may at any time no later than thirty (30) days following the end of said 360the Severance Period; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-day period terminate by-coverage, or benefit-by-benefit, basis); provided that if the employment Employee is precluded from continuing his participation in any benefit plan or program as provided in this Section 7(d)(vi) as a matter of law, or in the case of life insurance, as a result of the Employee without cause, by notice to the Employee setting forth the effective Early Termination Date. Howeverrequirements of such benefit plan or program, the Corporation shall not have the right no obligation to terminate the employment continue to provide such benefits; and (vii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Employee hereunder ifCorporation, at payable in a lump sum on the time the Corporation gives notice of termination to the Employee, the Employee has then again begun to render services for the Corporation as required hereunder. Following an Early Termination Date because of disability, the Employee shall be entitled to receive his Base Salary then in effect for a period of one (1) year following his Early Termination Date and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early Termination Date. Further, the Employee's stock options, to the extent not fully vested, would continue to vest during the one-year period following his Early Termination Date. (c) This Agreement shall terminate immediately upon the Employee's death. In addition to any other compensation or benefits payable or accrued to the benefit of the Employee as of the date of his death, the Corporation shall pay to the Employee's executor or legal representative an amount in cash equal to one (1) times the Employee's Base Salary then in effect at the time of his death.

Termination by the Corporation Without Cause. (a) The Corporation may terminate In the event of a termination of this Agreement at any timeby the Corporation without Cause (other than in connection with a Change of Control or within nine months following a Change of Control), without cause and subject to the provisions of Section 4.7, the Corporation shall pay to the Employee, as severance pay, an amount equal to the sum of: (i) twelve (12) months of the Employee’s annual base salary as in effect immediately prior to such termination, plus (ii) an amount equal to one half of the Employee’s Target Bonus payable for any reason, upon notice the year in which termination occurs. Such severance pay shall be paid by the Corporation to the Employee setting forth in equal installments in accordance with the date of termination (this date of termination and any other date of termination prior to the Scheduled Termination Date is referred to as the "Early Termination Date"). In this event, the Employee shall be entitled to continue to receive, for Corporation’s normal payroll practices over a period of one (1) year after the Early Termination Date, the same Base Salary which the Employee was receiving at the time of such Early Termination Date (in the manner and as described in Section 3.1) and all Executive Benefits which the Employee was receiving or entitled to receive as of such Early Termination Date (in the manner and as described in Section 4.1). Further, all outstanding stock options which shall have been granted to the Employee shall immediately become exercisable (if not already exercisable in full) and shall continue in full force and effecttwelve months. (b) In the event the Employee suffers from of a disability (as defined in Section 5) for a period termination of 180 business days out of any 360 consecutive business day period, then this Agreement by the Corporation may at any time no later than thirty (30) days without Cause in connection with a Change of Control or within nine months following the end a Change of said 360-day period terminate the employment of the Employee without causeControl, by notice subject to the Employee setting forth the effective Early Termination Date. Howeverprovisions of Section 4.7, the Corporation shall not have the right to terminate the employment of the Employee hereunder if, at the time the Corporation gives notice of termination pay in a lump sum payment to the Employee, as severance pay, an amount equal to the Employee has then again begun sum of: (i) twelve (12) months of the Employee’s annual base salary as in effect immediately prior to render services such termination, plus (ii) an amount equal to one half of the Employee’s Target Bonus payable for the Corporation as required hereunder. Following an Early Termination Date because of disability, the Employee shall be entitled to receive his Base Salary then year in effect for a period of one (1) year following his Early Termination Date and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early Termination Date. Further, the Employee's stock options, to the extent not fully vested, would continue to vest during the one-year period following his Early Termination Datewhich termination occurs. (c) This The Corporation agrees that if this Agreement shall terminate immediately upon is terminated by the Corporation or in the event of the death or Disability of the Employee's death. In addition to any other compensation or benefits payable or accrued to the benefit of , (i) the Employee as will immediately receive additional compensation consisting of any and all accrued and unpaid vacation pay, back wages accrued and accrued sick pay; (ii) except in the date event of his deatha termination for Cause, the Corporation shall will pay for the Employee’s health benefits under COBRA until employee becomes eligible for another employer’s health insurance or for eighteen (18) months, whichever occurs first; and (iii) the Corporation will provide to the Employee's executor or legal representative an amount in cash equal to one (1) times Employee outplacement services, with a firm of the Employee's Base Salary then in effect ’s discretion, at the time of his deatha cost not to exceed $15,000.

Termination by the Corporation Without Cause. (a) The If the Corporation may shall terminate the Executive's employment under this Agreement at any time, without cause and for any reasonreason except for Cause (as defined in paragraph 7) then, upon notice the effective date of termination, the Corporation shall pay the Executive in one lump sum an amount equal to two (2) times the Executive's then current Base Salary. All the benefits provided to the Employee setting forth Executive shall be continued as if the Executive was still an Executive of the Corporation for a period of twelve (12) months from the date of termination (this date of termination and any other date of termination prior or until equal or better benefits are provided by a new employer, whichever shall first occur. Termination without Cause shall include but not be limited to the Scheduled Termination Date is referred following: (i) the assignment to the Executive of any duties inconsistent with the status or authority of the Executive's office, or the Executive's removal from such position, or a substantial alteration in the nature or status of the Executive's authorities or responsibilities; (ii) a reduction by the Corporation in the Executive's Base Salary as in effect on the date hereof or as the same may have been increased from time to time, or a failure by the Corporation to increase the Executive's Base Salary as provided for herein or at a rate commensurate with that of other key executives of the Corporation. (iii) the relocation the office of the Corporation where the Executive is employed at Effective Date (the "Early Termination DateED Location")) to a location more than fifty (50) kilometers away from the ED Location, or the Corporation's requiring the Executive to be based more than fifty (50) kilometers away from the ED Location (except for requiring travel on the Corporation's business to an extent substantially consistent with the Executive's business travel obligations at the Effective Date or as mutually agreed thereafter; (iv) the failure by the Corporation to continue to provide-the-Executive-with benefits at least as favourable as those enjoyed by the Executive at the Effective Date or as mutually agreed thereafter, the taking of any action by the Corporation which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the Effective Date or as mutually agreed thereafter, or the failure by the Corporation to provide the Executive with the number of entitled vacation days to which the Executive has earned on the basis of years of service with the Corporation; or (v) the failure of the Corporation, with respect to any change of control of Corporation, to obtain a satisfactory agreement from any successor Corporation to assume and agree to perform this Agreement. In the event the Executive is entitled to a severance payment under this eventAgreement, then in addition to such severance payment, the Employee Executive shall be entitled to continue employment search assistance to receive, secure other comparable employment for a period of not to exceed one (1) year after or until such comparable employment is found, whichever is the Early Termination Datesooner, with reasonable fees for such assistance to be paid by the Corporation. The Executive's right to receive the aforementioned payment and benefits is expressly contingent upon the signing of a waiver and release satisfactory to the Corporation which releases the Corporation and its Affiliates from all claims and liabilities arising out of the Executive's employment and termination and including reasonable confidentiality provisions, which waiver and release is satisfactory to the Corporation with respect to form, substance and timeliness. Such waiver and release may not include any provisions for Executive not to compete with Corporation unless such provisions are reasonable with respect to the type of prohibited activity, the same Base Salary which the Employee was receiving at geographic area of such prohibition and the time frame of such Early Termination Date (in the manner and as described in Section 3.1) and all Executive Benefits which the Employee was receiving or entitled to receive as of such Early Termination Date (in the manner and as described in Section 4.1). Further, all outstanding stock options which shall have been granted to the Employee shall immediately become exercisable (if not already exercisable in full) and shall continue in full force and effectprohibition. (b) In the event the Employee suffers from a disability (as defined in Section 5) for a period of 180 business days out of any 360 consecutive business day period, then the Corporation may at any time no later than thirty (30) days following the end of said 360-day period terminate the employment of the Employee without cause, by notice to the Employee setting forth the effective Early Termination Date. However, the Corporation shall not have the right to terminate the employment of the Employee hereunder if, at the time the Corporation gives notice of termination to the Employee, the Employee has then again begun to render services for the Corporation as required hereunder. Following an Early Termination Date because of disability, the Employee shall be entitled to receive his Base Salary then in effect for a period of one (1) year following his Early Termination Date and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early Termination Date. Further, the Employee's stock options, to the extent not fully vested, would continue to vest during the one-year period following his Early Termination Date. (c) This Agreement shall terminate immediately upon the Employee's death. In addition to any other compensation or benefits payable or accrued to the benefit of the Employee as of the date of his death, the Corporation shall pay to the Employee's executor or legal representative an amount in cash equal to one (1) times the Employee's Base Salary then in effect at the time of his death.

Termination by the Corporation Without Cause. (a) The Corporation may terminate this Agreement at any time, without cause and for any reason, upon notice to Should the Employee setting forth the date of termination (this date of termination and any other date of termination prior to the Scheduled Termination Date is referred to Executive’s employment as the "Early Termination Date"). In this event, the Employee shall CEO/CBO be entitled to continue to receive, for a period of one (1) year after the Early Termination Date, the same Base Salary which the Employee was receiving at the time of such Early Termination Date (in the manner and as described in Section 3.1) and all Executive Benefits which the Employee was receiving or entitled to receive as of such Early Termination Date (in the manner and as described in Section 4.1). Further, all outstanding stock options which shall have been granted to the Employee shall immediately become exercisable (if not already exercisable in full) and shall continue in full force and effect. (b) In the event the Employee suffers from a disability (as defined in Section 5) for a period of 180 business days out of any 360 consecutive business day period, then the Corporation may terminated at any time no later than thirty (30) days following by the end of said 360-day period terminate the employment of the Employee Corporation without cause, by notice to the Employee setting forth the effective Early Termination Date. HoweverCause, the Corporation shall not have provide the right Executive with the following, subject to terminate the employment Executive’s execution of any and all documents requested by the Corporation to evidence the Executive’s resignation as contemplated in Section 10.6(a), as well as a release and discharge agreement in favour of the Employee hereunder ifCorporation in accordance with this Section 10.4(b), in a form satisfactory to the Corporation (the ”Release”) no later than five (5) Business Days following the Termination Date and provided the Executive continues to fulfill her post-employment legal and contractual obligations: (i) payment of the Basic Payments, payable (less applicable statutory deductions) within five (5) Business Days following the Termination Date; (ii) payment of any awarded but unpaid Bonus for the year preceding the year during which the termination of the Executive’s employment occurs, payable within five (5) Business Days following the Termination Date, however, in no event before the usual payout date of such Bonus, less applicable statutory deductions; (iii) subject to the conditions set out in Section 3.2(a), payment of an amount equal to a prorated portion of the Bonus (if any) which becomes payable for the year during which the termination of the Executive’s employment occurs up to the Termination Date, determined by the HRCC taking into account the final year end results for the applicable fiscal year and payable (if any) on a pro rata basis taking into account the number of days worked by the Executive in the applicable fiscal year up to the Termination Date, and payable on the usual payout date of such Bonus, less applicable statutory deductions. (iv) if the Executive has less than eighteen (18) complete years of service with the Corporation as at the time the Corporation gives date on which notice of termination is given pursuant to Section 10.4(a), payment of an indemnity in lieu of notice equal to eighteen (18) months of the EmployeeExecutive’s Base Salary plus an amount equal to 1.5 times (1.5x) the performance based bonus at ‘Target’, to be paid in a lump sum within five (5) business days following the Employee Termination Date. If the Executive has then again begun to render services for at least eighteen (18) complete years of service with the Corporation as required hereunder. Following an Early Termination Date because at the date on which a notice of disabilitytermination is given, the Employee indemnity shall be entitled equal to receive his twenty-four (24) months of the Executive’s Base Salary then plus an amount equal to two (2) times the performance based bonus at ‘Target’, to be paid in effect for a period of one lump sum within five (15) year business days following his Early Termination Date and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early the Termination Date. FurtherFurthermore, the Employee's any stock options, RSUs, stock units or other long-term incentive grants which are granted to the extent not fully vested, would continue to vest during the one-year period following his Early Termination Date. (c) This Agreement shall terminate immediately upon the Employee's death. In addition to any other compensation or benefits payable or accrued Executive prior to the benefit of the Employee Employment End Date, and which are unvested as of the date of his deathEmployment End Date, shall be deemed vested on the Corporation shall pay Termination Date, notwithstanding anything to the Employee's executor contrary in any applicable plan or legal representative an amount award agreement. The foregoing indemnity shall be payable to the Executive within five (5) business days of executing the release referred to in cash equal to one Section 10.4(a), and; (1v) times the Employee's Base Salary then in effect at the time payment of his deathany accrued and unused vacation pay.

Termination by the Corporation Without Cause. (a) The Corporation may terminate this Agreement at any time, without cause and for any reason, upon notice to the Employee setting forth the date of termination (this date of termination and any other date of termination prior to the Scheduled Termination Date is referred to as the "Early Termination Date"). In this event, the Employee shall be entitled to continue to receive, for a period of one (1) year after the Early Termination Date, the same Base Salary which the Employee was receiving at the time of such Early Termination Date (in the manner and as described in Section 3.1) and all Executive Benefits which the Employee was receiving or entitled to receive as of such Early Termination Date (in the manner and as described in Section 4.1). Further, all outstanding stock options which shall have been granted to the Employee shall immediately become exercisable (if not already exercisable in full) and shall continue in full force and effect. (b) In the event the Employee suffers from of a disability (as defined in Section 5) for a period termination of 180 business days out of any 360 consecutive business day period, then this Agreement by the Corporation may at any time no later than thirty (30) days following the end of said 360-day period terminate the employment of the Employee without causeCause, by notice subject to the Employee setting forth the effective Early Termination Date. However, the Corporation shall not have the right to terminate the employment provisions of the Employee hereunder if, at the time the Corporation gives notice of termination to the Employee, the Employee has then again begun to render services for the Corporation as required hereunder. Following an Early Termination Date because of disability, the Employee shall be entitled to receive his Base Salary then in effect for a period of one (1) year following his Early Termination Date and shall be entitled to retain all of his Executive Benefits for a period of one (1) year following his Early Termination Date. Further, the Employee's stock options, to the extent not fully vested, would continue to vest during the one-year period following his Early Termination Date. (c) This Agreement shall terminate immediately upon the Employee's death. In addition to any other compensation or benefits payable or accrued to the benefit of the Employee as of the date of his deathSection 4.7, the Corporation shall pay to the Employee's executor or legal representative , as severance pay, an amount equal to twelve (12) months of the Employee’s annual base salary as in effect immediately prior to such termination. Such severance pay shall be paid by the Corporation to the Employee in equal installments in accordance with the Corporation’s normal payroll practices over a period of twelve months and shall commence no later than 60 days following the Employee’s termination from employment. (b) In addition, in the event of a termination of this Agreement by the Corporation without Cause, for a period of up to twelve (12) months following the Employee’s date of termination or until the date the Employee is no longer eligible for “COBRA” continuation coverage or the date the Employee first violates any of the restrictive covenants set forth in Articles VII or IX, whichever is earlier, the Corporation shall provide the Employee, his spouse and his eligible dependents with access to continued coverage in all group health plans in which he participated as of the last day of the Term upon terms substantially identical to those in effect on the last day of the Term (“Continued Coverage”); provided that if such Continued Coverage would result in penalties under Section 4980D of the Internal Revenue Code of 1986, as amended then the Corporation may in its sole discretion provide that (i) the Employee shall pay to the Corporation, on an after-tax basis, a monthly amount equal to the full premium cost of the Continued Coverage (determined in accordance with the methodology under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, ) for such month and (ii) within 30 days of such premium payment, the Corporation shall reimburse the Employee in cash (less required withholding) an amount equal to one the sum of (1A) times the Employee's Base Salary then in effect at excess of (x) the time full premium cost of his deaththe Continued Coverage for such month over (y) any premium amount that would have been payable by the Employee if the Employee had been actively employed by the Corporation for such month and (B) an additional tax “gross up” payment to cover all estimated applicable local, state and federal income and payroll taxes imposed on the Employee with respect to the Continued Coverage.