Common use of TERMINATION FOR CERTAIN CAUSES AND OTHER REASONS Clause in Contracts

TERMINATION FOR CERTAIN CAUSES AND OTHER REASONS. (a) In the event of the (i) willful material misconduct of Executive in the performance of his duties hereunder (such as fraud or theft) which xxxxx the business of the Corporation, or (ii) conviction of the Executive for any felony under federal or state law, this Agreement and Executive's employment hereunder may be terminated by the Corporation without prior notice. This Agreement may also be terminated by the Corporation in the event there has been a material failure or gross negligence in by Executive in the performance of his duties hereunder, or (ii) Executive materially breaches any provisions of Paragraphs 6, 7 or 8, and Executives conduct in (i) or (ii) xxxxx the business of the Corporation and is not cured by Executive within a period of sixty (60) days of his receipt from the Corporation of a written notice of proposed termination specifying the particular failure(s) of performance, and the proposed remedy upon which the proposed termination will be based, if not cured. In the event of termination pursuant to this subparagraph 5(a) the Corporation shall have no further obligation to the Executive except to pay the base compensation and vacation time vested or accrued to the date of termination, and the pro-rata share of any earned and unpaid bonus, and all vested and unpaid commissions, if applicable and upon such termination all unvested options granted to Executive shall lapse and be no longer exercisable. In the event Executive is terminated by the Corporation for a reason other than cause as defined above, but not for death or disability, Executive shall receive a lump sum payment of $150,000 plus a pro-rata portion of any earned but unpaid bonus and/or commissions. In this instance bonus will be calculated on the basis of the prior year's plan and commissions will be paid according to the plan in effect at the time of termination. Further, Executive shall be reimbursed for expenses relating to the extension of health care benefits under COBRA for a period of three months after termination.

TERMINATION FOR CERTAIN CAUSES AND OTHER REASONS. (a) In the event of the (i) willful material misconduct of Executive in the performance of his duties hereunder hereunder, (such as fraud ii) material breach of any provisions of Paragraphs 7, 8 or theft) which xxxxx the business of the Corporation9, or (iiiii) conviction of the Executive for any felony under federal or state law, this Agreement and Executive's employment hereunder may be terminated by the Corporation without prior notice. This Agreement may also be terminated by the Corporation in the event that there has been a material failure or gross negligence in of performance by Executive in the performance of his duties hereunder, or (ii) Executive materially breaches any provisions of Paragraphs 6, 7 or 8, hereunder and Executives conduct in (i) or (ii) xxxxx the business of the Corporation and is such failure has not been cured by Executive within a period of sixty (60) days of his receipt from the Corporation of a written notice of proposed termination specifying the particular failure(s) of performance, and the proposed remedy upon which the proposed termination will willl be based, if not cured. In the event of termination pursuant to . (b) The Corporation may also terminate this subparagraph 5(a) the Corporation shall have no further obligation to the Executive except to pay the base compensation and vacation time vested or accrued to the date of termination, and the pro-rata share of Agreement for any earned and unpaid bonus, and all vested and unpaid commissions, if applicable and upon such termination all unvested options granted to Executive shall lapse and be no longer exercisable. In the event Executive is terminated by the Corporation for a reason other than cause the reasons set forth in Paragraph 5(a) above. If the Corporation elects to terminate under this Paragraph 5(b) or the Executive resigns for Good Reason (as defined abovebelow) during the first six (6) months of this Agreement, but not as a severance allowance, Executive will be entitled to receive a lump sum payment of $150,000 and immediate vesting of the first installment of his stock options, totaling 83,333. If the Corporation elects to terminate under this Paragraph 5(b) or the Executive resigns for death or disabilityGood Reason during months seven (7) through eighteen (18) of this Agreement, Executive shall receive a lump sum payment of $150,000 plus a pro-rata portion of any earned but unpaid bonus and/or commissions. In this instance bonus will be calculated on the basis 200,000 and immediate vesting of the prior year's plan second, third and commissions will be paid according fourth installment of options, totaling 250,000. If the Corporation elects to terminate under this Paragraph 5(b) or the plan in effect at the time Executive resigns for Good Reason after nineteen (19) months of termination. Furtherthis Agreement, Executive shall receive a lump sum payment of $250,000 and immediate vesting of the remaining balance of options. Such lump sum payment shall be reimbursed for expenses relating paid to the extension Executive within 30 days following the date of health care benefits under COBRA for a period of three months after termination.

TERMINATION FOR CERTAIN CAUSES AND OTHER REASONS. (a) In the event of the (i) willful material misconduct misconduct, gross negligence or bad faith of Executive in the performance of his her duties hereunder hereunder, (such as fraud ii) material breach of any provisions of Paragraphs 6, 7 or theft) which xxxxx the business of the Corporation8, or (iiiii) conviction of the Executive for any felony under federal or state law, this Agreement and Executive's employment hereunder may be terminated by the Corporation without prior notice. This Agreement may also be terminated by the Corporation in the event that there has been a material failure or gross negligence in of performance by Executive in the performance of his her duties hereunder, or (ii) Executive materially breaches any provisions of Paragraphs 6, 7 or 8, hereunder and Executives conduct in (i) or (ii) xxxxx the business of the Corporation and is such failure has not been cured by Executive within a period of sixty (60) days of his her receipt from the Corporation of a written notice of proposed termination specifying the particular failure(s) of performance, and the proposed remedy upon which the proposed termination will be based, if not cured. In the event of termination pursuant to this subparagraph 5(a) the Corporation shall have no further obligation to the Executive except to pay the base compensation and vacation time vested earned or accrued to the date of termination, and the pro-rata share of any earned and unpaid bonus, and all vested and unpaid commissions, if applicable and upon such termination all unvested options granted to Executive shall lapse and be no longer exercisable. (b) The Corporation may also terminate this Agreement if the Executive refuses to relocate after requested to do so by the Corporation in accordance with Paragraph 2 above. In the event Executive is terminated by of termination pursuant to this subparagraph 5 (b), the Corporation shall have no further obligation to the Executive except to pay the base compensation earned or accrued to the date of termination and not already paid and the pro-rata share of any earned and unpaid bonus. Upon such termination, Executive shall have three months to exercise any options that are vested on the date of termination. (c) The Corporation may also terminate this Agreement for a any reason other than cause the reasons set forth in Paragraphs 5 (a) (b) above. If the Corporation elects to terminate under this Paragraph 5(c), or if the Executive resigns for Good Reason (as defined abovebelow) during the first six (6) months of this Agreement, but not for death or disabilityas a severance allowance, Executive shall will be entitled to receive a lump sum payment of $150,000 plus a pro-rata portion of any earned but unpaid bonus and/or commissionsbonus. In If the Corporation elects to terminate under this instance bonus will be calculated on Paragraph 5(c) or if the basis Executive resigns for Good Reason during months seven (7) through eighteen (18) of this Agreement, Executive shall receive a lump sum payment of $200,000 plus a pro-rata portion of any earned but unpaid bonus. If the prior year's plan and commissions will Corporation elects to terminate under this Paragraph 5(c), or if the Executive resigns for Good Reason after nineteen (19) months of this Agreement, Executive shall receive a lump sum payment of $250,000 plus a pro- rata portion of any earned but unpaid bonus. Such lump sum payment shall be paid according to the plan in effect at Executive within 30 days following the time date of termination. FurtherIf, at any time during the initial term of this Agreement, the Corporation elects to terminate under this Paragraph 5(c) or the Executive resigns for Good Reason: (i) there shall be an immediate vesting of all unvested Options that would have vested during the four (4) months succeeding the date of termination; (ii) with respect to all of Executive's vested Options before they lapse, Executive shall be reimbursed for expenses relating to the extension of health care benefits under COBRA for have a period of three seven and one-half (7 1/2) months after terminationthe date of termination within which to exercise such vested Options; and (iii) all health benefits in effect for Executive as of the date of termination shall be continued by the Corporation, at its sole cost and expense, through the last day of the initial term of this Agreement.

TERMINATION FOR CERTAIN CAUSES AND OTHER REASONS. (a) In the event of the (i) willful material misconduct misconduct, gross negligence or bad faith of Executive in the performance of his duties hereunder hereunder, (such as fraud ii) material breach of any provisions of Paragraphs 6, 7 or theft) which xxxxx the business of the Corporation8, or (iiiii) conviction of the Executive for any felony under federal or state law, this Agreement and Executive's employment hereunder may be terminated by the Corporation without prior notice. This Agreement may also be terminated by the Corporation in the event that there has been a material failure or gross negligence in of performance by Executive in the performance of his duties hereunder, or (ii) Executive materially breaches any provisions of Paragraphs 6, 7 or 8, hereunder and Executives conduct in (i) or (ii) xxxxx the business of the Corporation and is such failure has not been cured by Executive within a period of sixty (60) days of his receipt from the Corporation of a written notice of proposed termination specifying the particular failure(s) of performance, and the proposed remedy upon which the proposed termination will be based, if not cured. In the event of termination pursuant to this subparagraph 5(a) the Corporation shall have no further obligation to the Executive except to pay the base compensation and vacation time vested earned or accrued to the date of termination, and the pro-rata share of any earned and unpaid bonus, and all vested and unpaid commissions, if applicable and upon such termination all unvested options granted to Executive shall lapse and be no longer exercisable. (b) The Corporation may also terminate this Agreement if the Executive refuses to relocate after requested to do so by the Corporation in accordance with Paragraph 2 above. In the event Executive is terminated by of termination pursuant to this subparagraph 5 (b), the Corporation shall have no further obligation to the Executive except to pay the base compensation earned or accrued to the date of termination and not already paid and the pro-rata share of any earned and unpaid bonus. Upon such termination, Executive shall have three months to exercise any options that are vested on the date of termination. (c) The Corporation may also terminate this Agreement for a any reason other than cause the reasons set forth in Paragraphs 5 (a) (b) above. If the Corporation elects to terminate under this Paragraph 5(c), or if the Executive resigns for Good Reason (as defined abovebelow) during the first six (6) months of this Agreement, but not for death or disabilityas a severance allowance, Executive shall will be entitled to receive a lump sum payment of $150,000 plus a pro-rata portion of any earned but unpaid bonus and/or commissionsbonus. In If the Corporation elects to terminate under this instance bonus will be calculated on Paragraph 5(c) or if the basis Executive resigns for Good Reason during months seven (7) through eighteen (18) of this Agreement, Executive shall receive a lump sum payment of $200,000 plus a pro-rata portion of any earned but unpaid bonus. If the prior year's plan and commissions will Corporation elects to terminate under this Paragraph 5(c), or if the Executive resigns for Good Reason after nineteen (19) months of this Agreement, Executive shall receive a lump sum payment of $250,000 plus a pro- rata portion of any earned but unpaid bonus. Such lump sum payment shall be paid according to the plan in effect at Executive within 30 days following the time date of termination. FurtherIf, at any time during the initial term of this Agreement, the Corporation elects to terminate under this Paragraph 5(c) or the Executive resigns for Good Reason: (i) there shall be an immediate vesting of all unvested Options that would have vested during the four (4) months succeeding the date of termination; (ii) with respect to all of Executive's vested Options before they lapse, Executive shall be reimbursed for expenses relating to the extension of health care benefits under COBRA for have a period of three seven and one-half (7 1/2) months after terminationthe date of termination within which to exercise such vested Options; and (iii) all health benefits in effect for Executive as of the date of termination shall be continued by the Corporation, at its sole cost and expense, through the last day of the initial term of this Agreement.

TERMINATION FOR CERTAIN CAUSES AND OTHER REASONS. (a) In the event of the (i) willful material misconduct misconduct, gross negligence or bad faith of Executive in the performance of his duties hereunder hereunder, (such as fraud ii) material breach of any provisions of Paragraphs 6, 7 or theft) which xxxxx the business of the Corporation8, or (iiiii) conviction of the Executive for any felony under federal or state law, this Agreement and Executive's employment hereunder may be terminated by the Corporation without prior notice. This Agreement may also be terminated by the Corporation in the event that there has been a material failure or gross negligence in of performance by Executive in the performance of his duties hereunder, or (ii) Executive materially breaches any provisions of Paragraphs 6, 7 or 8, hereunder and Executives conduct in (i) or (ii) xxxxx the business of the Corporation and is such failure has not been cured by Executive within a period of sixty (60) days of his receipt from the Corporation of a written notice of proposed termination specifying the particular failure(s) of performance, and the proposed remedy upon which the proposed termination will be based, if not cured. In the event of termination pursuant to this subparagraph 5(a) the Corporation shall have no further obligation to the Executive except to pay the base compensation and vacation time vested earned or accrued to the date of termination, and the pro-rata share of any earned and unpaid bonus, and all vested and unpaid commissions, if applicable and upon such termination all unvested options granted to Executive shall lapse and be no longer exercisable. (b) The Corporation may also terminate this Agreement if the Executive refuses to relocate after requested to do so by the Corporation in accordance with Paragraph 2 above. In the event Executive is terminated by of termination pursuant to this subparagraph 5 (b), the Corporation shall have no further obligation to the Executive except to pay the base compensation earned or accrued to the date of termination and not already paid and the pro-rata share of any earned and unpaid bonus. Upon such termination, Executive shall have three months to exercise any options that are vested on the date of termination. (c) The Corporation may also terminate this Agreement for a any reason other than cause the reasons set forth in Paragraphs 5 (a) (b) above. If the Corporation elects to terminate under this Paragraph 5(c), or if the Executive resigns for Good Reason (as defined abovebelow) during the first six (6) months of this Agreement, but not for death or disabilityas a severance allowance, Executive shall will be entitled to receive a lump sum payment of $150,000 plus a pro-rata portion of any earned but unpaid bonus and/or commissionsbonus. In If the Corporation elects to terminate under this instance bonus will be calculated on Paragraph 5(c) or if the basis Executive resigns for Good Reason during months seven (7) through eighteen (18) of this Agreement, Executive shall receive a lump sum payment of $200,000 plus a pro-rata portion of any earned but unpaid bonus. If the prior year's plan and commissions will Corporation elects to terminate under this Paragraph 5(c), or if the Executive resigns for Good Reason after nineteen (19) months of this Agreement, Executive shall receive a lump sum payment of $250,000 plus a pro-rata portion of any earned but unpaid bonus. Such lump sum payment shall be paid according to the plan in effect at Executive within 30 days following the time date of termination. FurtherIf, at any time during the initial term of this Agreement, the Corporation elects to terminate under this Paragraph 5(c) or the Executive resigns for Good Reason: (i) there shall be an immediate vesting of all unvested Options that would have vested during the four (4) months succeeding the date of termination; (ii) with respect to all of Executive's vested Options before they lapse, Executive shall be reimbursed for expenses relating to the extension of health care benefits under COBRA for have a period of three seven and one-half (7 1/2) months after terminationthe date of termination within which to exercise such vested Options; and (iii) all health benefits in effect for Executive as of the date of termination shall be continued by the Corporation, at its sole cost and expense, through the last day of the initial term of this Agreement.

TERMINATION FOR CERTAIN CAUSES AND OTHER REASONS. (a) In the event of the (i) willful material misconduct of Executive in the performance of his duties hereunder (such as fraud or theft) which xxxxx the business of the Corporation, or (ii) conviction of the Executive for any felony under federal or state law, this Agreement and Executive's ’s employment hereunder may be terminated by the Corporation without prior notice. This Agreement may also be terminated by the Corporation in the event there has been a material failure or gross negligence in by Executive in the performance of his duties hereunder, or (ii) Executive materially breaches any provisions of Paragraphs 6, 7 or 8, and Executives conduct in (i) or (ii) xxxxx the business of the Corporation and is not cured by Executive within a period of sixty (60) days of his receipt from the Corporation of a written notice of proposed termination specifying the particular failure(s) of performance, and the proposed remedy re medy upon which the proposed termination will be based, if not cured. In the event of termination pursuant to this subparagraph 5(a) the Corporation shall have no further obligation to the Executive except to pay the base compensation and vacation time vested or accrued to the date of termination, and the pro-rata share of any earned and unpaid bonus, and all vested and unpaid commissions, if applicable and upon such termination all unvested options granted to Executive shall lapse and be no longer exercisable. In the event Executive is terminated by the Corporation for a reason other than cause as defined above, but not for death or disability, Executive shall receive a lump sum payment of $150,000 plus a pro-rata portion of any earned but unpaid bonus and/or commissions. In this instance bonus will be calculated on the basis of the prior year's ’s plan and commissions will be paid according to the plan in effect at the time of termination. Further, Executive shall be reimbursed for expenses relating to the extension of health care benefits under COBRA for a period of three months after termination.If such payment is made by the Company the Executive agrees that it will hold the Company harmless in all matters and under no circumstances will the Executive be allowed to pursue any legal action against the Company.