Common use of Termination Notice and Procedure Clause in Contracts

Termination Notice and Procedure. Any termination by the Company or you of your employment shall be communicated by written Notice of Termination to you if such Notice of Termination is delivered by the Company and to the Company if such Notice of Termination is delivered by you, all in accordance with the following procedures: (a) The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination. (b) Any Notice of Termination by the Company shall be in writing signed by the Chairman of the Board of Cerprobe specifying in detail the basis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that (i) Cause did exist, your "Termination Date" shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 16, or (B) the date of your death; or (ii) Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice. (d) If the Company shall furnish a Notice of Termination by reason of Disability and you in good faith notify the Company that a dispute exists concerning such

Termination Notice and Procedure. Any termination by the Company inTEST or you of your employment shall during the two years immediately following a Change of Control will be communicated by written Notice of Termination to you if such Notice of Termination is delivered by the Company inTEST and to the Company inTEST if such Notice of Termination is delivered by you, all in accordance with the following procedures: (a) : The Notice of Termination shall will indicate the specific termination provision in this Agreement relied upon upon, if applicable, and shall will set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) . Any Notice of Termination by the Company shall inTEST will be in writing signed by the Chairman of the Board of Cerprobe specifying in detail the basis for inTEST. If inTEST furnishes you with a Notice of Termination or if you furnish inTEST with a Notice of Termination, and no good faith dispute exists regarding such termination. (c) , then the date of your termination will be the date such Notice of Termination is deemed given pursuant to Section 11 of this Agreement. If the Company shall furnish inTEST in good faith furnishes you with a Notice of Termination for Cause and you in good faith notify the Company inTEST that a dispute exists concerning such termination within the 15-day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that (i) Cause did exist, the date of your "Termination Date" shall termination will be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 16, determined or (B) the date of your deathdeath or permanent disability; or (ii) Cause did not exist, your employment shall will continue as if the Company inTEST had not delivered its Notice of Termination and there shall will be no Termination Date termination arising out of such notice. (d) . If the Company shall you in good faith furnish a Notice of Termination by reason of Disability for Good Reason and inTEST notifies you in good faith notify the Company that a dispute exists concerning suchthe termination within the 15-day period following inTEST's receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, your date of termination will be the earlier of (A) the date on which the dispute is finally determined or (B) the date of your death or permanent disability; or (ii) Good Reason did not exist, your employment will continue after such determination as if you had not delivered the Notice of Termination asserting Good Reason. If Good Reason is determined to exist, your salary, bonus and Fringe Benefits prior to such determination will be no less than your salary, bonus and benefits immediately prior to the Change of Control which gives rise to your right to receive Termination Benefits as provided in this Agreement. If you do not elect to continue employment pending resolution of a dispute regarding a Notice of Termination, and it is finally determined that the reason for termination set forth in such Notice of Termination did not exist, if such notice was delivered by you, you will be deemed to have voluntarily terminated your employment other than for Good Reason and if delivered by inTEST, inTEST will be deemed to have terminated you without Cause.

Termination Notice and Procedure. Any termination by the Company Employer or you the Executive of your the Executive's employment during the Employment Period shall be communicated by written Notice of Termination to you the Executive if such Notice of Termination is delivered by the Company and to the Company if such Notice of Termination is delivered by youthe Executive, all in accordance with the following procedures: (a) The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination. (b) Any Notice of Termination by the Company shall be in writing signed approved by the Chairman a resolution duly adopted by a majority of the Board members of Cerprobe specifying the Company's board of directors then in detail the basis for such terminationoffice. (c) If the Company shall furnish give a Notice of Termination for Cause or by reason of Disability and you the Executive in good faith notify notifies the Company that a dispute exists concerning such termination within the fifteen (15-) day period following your the Executive's receipt of such notice, you the Executive may elect to continue your his or her employment during such dispute. If it is thereafter determined that (i) Cause the reason given by the Company for termination did exist, your "the Executive's Termination Date" Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 1614, or (B) the date of your the Company's Notice of Termination for Cause, (C) the date of the Executive's death, or (D) one day prior to the end of the Employment Period, and the Executive shall not be entitled to a Termination Payment based on events occurring after the Company delivered its Notice of Termination; or (ii) Cause the reason given by the Company for termination did not exist, your the employment of the Executive shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice. (d) If the Company Executive shall furnish in good faith give a Notice of Termination by reason of Disability for Good Reason and you in good faith notify the Company notifies the Executive that a dispute exists concerning suchthe termination within the fifteen (15) day period following the Company's receipt of such notice, the Executive may elect to continue his or her employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, the Executive's Termination Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 14, (B) the date of the Executive's death, or (C) one day prior to the end of the Employment Period, and the Executive's Termination Payment shall reflect events occurring after the Executive delivered his or her Notice of Termination; or (ii) Good Reason did not exist, the employment of the Executive shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason. (e) If the Executive does not elect to continue employment pending resolution of a dispute regarding a Notice of Termination under Sections 12(c) and (d), and it is finally determined that the reason for termination set forth in such Notice of Termination did not exist, if such notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his or her employment and if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, Disability or Cause.

Termination Notice and Procedure. Any termination by the Company or you the Executive of your the Executive's employment during the Employment Period shall be communicated by written Notice of Termination to you the Executive, if such Notice of Termination is delivered by the Company Company, and to the Company Company, if such Notice of Termination is delivered by youthe Executive, all in accordance with the following procedures: (a) a. The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination.; (b) b. Any Notice of Termination by the Company shall be in writing signed approved by the Chairman a resolution duly adopted by a majority of the Board directors of Cerprobe specifying the Company then in detail the basis for such termination.office; (c) c. If the Company Executive shall in good faith furnish a Notice of Termination for Cause Good Reason and you in good faith notify the Company notifies the Executive that a dispute exists concerning such termination the termination, within the fifteen (15-) day period following your the Company's receipt of such notice, you may elect to the Executive shall continue your the Executive's employment during such dispute. If it is thereafter determined that (i) Cause Good Reason did exist, your "the Executive's Termination Date" Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 16parties, or (B) the date of your deaththe Executive's death or (C) one day prior to the second (2nd) anniversary of a Change of Control, and the Executive's Termination Payment, if applicable, shall reflect events occurring after the Executive delivered the Executive's Notice of Termination; or (ii) Cause Good Reason did not exist, your the employment of the Executive shall continue after such determination as if the Company Executive had not delivered its the Notice of Termination asserting Good Reason; d. If the Executive gives notice to terminate his employment for Good Reason and there shall be no Termination Date arising out a dispute arises as to the validity of such notice. (d) If dispute, and the Company shall furnish a Executive does not continue his employment during such dispute, and it is finally determined that the reason for termination set forth in such Notice of Termination did not exist, if such notice was delivered by reason of Disability and you in good faith notify the Company that a dispute exists concerning suchExecutive, the Executive shall be deemed to have voluntarily terminated the Executive's employment other than for Good Reason.

Termination Notice and Procedure. Any termination by the Company or you of your employment shall be communicated by written Notice of Termination to you if such Notice of Termination is delivered by the Company and to the Company if such Notice of Termination is delivered by you, all in accordance with the following procedures: (a) The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination. (b) Any Notice of Termination by the Company shall be in writing signed by the Chairman of the Compensation Committee (the “Committee”) of the Board of Cerprobe Directors of the Company specifying in detail the basis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 1530-day period following your receipt of such notice, you may elect to continue your employment (or you may be placed on paid administrative leave, at the Company’s option), during such dispute. If it is thereafter determined that (i) Cause did exist, your "“Termination Date" ” shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 1615, or (B) the date of your death; or (ii) Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice. A determination of Cause shall be made by a majority of the members of the Board only after the Executive and his counsel, if any, have been giving an opportunity to meet with the Board in advance of the Board’s vote on the matter. (d) If the Company shall furnish a Notice of Termination by reason of Disability and you in good faith notify the Company that a dispute exists concerning such

Termination Notice and Procedure. Any termination by the Company inTEST or you of your employment shall during the two years immediately following a Change of Control will be communicated by written Notice of Termination to you if such Notice of Termination is delivered by the Company inTEST and to the Company inTEST if such Notice of Termination is delivered by you, all in accordance with the following procedures: (a) : The Notice of Termination shall will indicate the specific termination provision in this Agreement relied upon upon, if applicable, and shall will set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) . Any Notice of Termination by the Company shall inTEST will be in writing signed by the Chairman of the Board of Cerprobe specifying in detail the basis for inTEST. If inTEST furnishes you with a Notice of Termination or if you furnish inTEST with a Notice of Termination, and no good faith dispute exists regarding such termination. (c) , then the date of your termination will be the date such Notice of Termination is deemed given pursuant to Section 11 of this Agreement. If the Company shall furnish inTEST in good faith furnishes you with a Notice of Termination for Cause and you in good faith notify the Company inTEST that a dispute exists concerning such termination within the 15-day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that (i) Cause did exist, the date of your "Termination Date" shall termination will be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 16, determined or (B) the date of your deathdeath or permanent disability; or (ii) Cause did not exist, your employment shall will continue as if the Company inTEST had not delivered its Notice of Termination and there shall will be no Termination Date termination arising out of such notice. (d) . If the Company shall you in good faith furnish a Notice of Termination by reason of Disability for Good Reason and inTEST notifies you in good faith notify the Company that a dispute exists concerning suchthe termination within the 15-day period following inTEST's receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, your date of termination will be the earlier of (A) the date on which the dispute is finally determined or (B) the date of your death or permanent disability; or (ii) Good Reason did not exist, your employment will continue after such determination as if you had not delivered the Notice of Termination asserting Good Reason. If Good Reason is determined to exist, your salary, Variable Component and Fringe Benefits prior to such determination will be no less than your salary, Variable Component and benefits immediately prior to the Change of Control which gives rise to your right to receive Termination Benefits as provided in this Agreement. If you do not elect to continue employment pending resolution of a dispute regarding a Notice of Termination, and it is finally determined that the reason for termination set forth in such Notice of Termination did not exist, if such notice was delivered by you, you will be deemed to have voluntarily terminated your employment other than for Good Reason and if delivered by inTEST, inTEST will be deemed to have terminated you without Cause.

Termination Notice and Procedure. Any termination by the Company or you of your employment shall be communicated by written Notice of Termination to you if such Notice of Termination is delivered by the Company and to the Company if such Notice of Termination is delivered by you, all in accordance with the following procedures: (a) The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination. (b) Any Notice of Termination by the Company shall be in writing signed by the Chairman of the Compensation Committee (the “Committee”) of the Board of Cerprobe Directors of the Company specifying in detail the basis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 1530-day period following your receipt of such notice, you may elect to continue your employment (or you may be placed on paid administrative leave, at the Company’s option), during such dispute. If it is thereafter determined that (i) Cause did exist, your "“Termination Date" ” shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 1615, or (B) the date of your death; or (ii) Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice. A determination of Cause shall be made by a majority of the members of the Board only after the Executive and his counsel, if any, have been giving an opportunity to meet with the Board in advance of the Board’s vote on the matter; provided that, such determination of Cause shall be subject to the dispute resolution process described in Section 15. (d) If the Company shall furnish a Notice of Termination by reason of Disability and you in good faith notify the Company that a dispute exists concerning suchsuch termination within the 30-day period following your receipt of such notice, you may elect to continue your employment during such dispute (or you may be placed on paid administrative leave, at the Company’s option). The dispute relating to the existence of a Disability shall be resolved by the opinion of the licensed physician selected by Meritage, provided, however, that if you do not accept the opinion of the licensed physician selected by Meritage, the dispute shall be resolved by the opinion of a licensed physician who shall be selected by you; provided further, however, that if Meritage does not accept the opinion of the licensed physician selected by you, the dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by Meritage and you, respectively. If it is thereafter determined that (i) a Disability did exist, your Termination Date shall be the earlier of (A) the date on which the dispute is resolved, or (B) the date of your death, or (ii) a Disability did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice. For purposes of this Agreement, “Disability” shall be given the meaning ascribed to such term in your Employment Agreement at the time the Disability determination is being made.

Termination Notice and Procedure. Any termination by the Company or you of your employment shall be communicated by written Notice of Termination to you if such Notice of Termination is delivered by the Company and to the Company if such Notice of Termination is delivered by you, all in accordance with the following procedures: (a) The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination. (b) Any Notice of Termination by the Company shall be in writing signed by the Chairman of the Compensation Committee (the “Committee”) of the Board of Cerprobe Directors of the Company specifying in detail the basis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15-30- day period following your receipt of such notice, you may elect to continue your employment (or you may be placed on paid administrative leave, at the Company’s option), during such dispute. If it is thereafter determined that (i) Cause did exist, your "“Termination Date" ” shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 1615, or (B) the date of your death; or (ii) Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice. A determination of Cause shall be made by a majority of the members of the Board only after the Executive and his counsel, if any, have been giving an opportunity to meet with the Board in advance of the Board’s vote on the matter; provided that, such determination of Cause shall be subject to the dispute resolution process described in Section 15. (d) If the Company shall furnish a Notice of Termination by reason of Disability and you in good faith notify the Company that a dispute exists concerning suchsuch termination within the 30-day period following your receipt of such notice, you may elect to continue your employment during such dispute (or you may be placed on paid administrative leave, at the Company’s option). The dispute relating to the existence of a Disability shall be resolved by the opinion of the licensed physician selected by Meritage, provided, however, that if you do not accept the opinion of the licensed physician selected by Meritage, the dispute shall be resolved by the opinion of a licensed physician who shall be selected by you; provided further, however, that if Meritage does not accept the opinion of the licensed physician selected by you, the dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by Meritage and you, respectively. If it is thereafter determined that (i) a Disability did exist, your Termination Date shall be the earlier of (A) the date on which the dispute is resolved, or (B) the date of your death, or (ii) a Disability did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice. For purposes of this Agreement, “Disability” shall be given the meaning ascribed to such term in your Employment Agreement at the time the Disability determination is being made.

Termination Notice and Procedure. Any termination by the Company or you of your employment by the Corporation or you shall be communicated by written Notice notice of Termination to you if such Notice of Termination is delivered by the Company and to the Company if such Notice of Termination is delivered by youtermination, all in accordance with the following procedures: (a) The Notice notice of Termination termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination. (b) Any Notice of Termination by the Company shall be in writing signed by the Chairman of the Board of Cerprobe specifying in detail the basis for such termination. (c) If the Company shall furnish a Notice Corporation notifies you of Termination your termination for Cause and you in good faith notify the Company Corporation that a dispute exists concerning such termination within the 15-15 day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that (i) Cause did exist, your "Termination Date" termination date shall be the earlier of (Ai) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution arbitration provisions of Section 16set out below, or (Bii) the date of your death; or (ii) . If it is determined that Cause did not exist, your employment shall continue as if the Company Corporation had not delivered its Notice notice of Termination and there shall be no Termination Date arising out of such noticetermination. (dc) If the Company shall furnish a Notice Corporation notifies you of Termination your termination by reason of Disability and you in good faith notify the Company Corporation that a dispute exists concerning suchsuch termination within the 15-day period following your receipt of such notice, you also may elect to continue your employment during such dispute. The dispute relating to the existence of a Disability shall be resolved by the opinion of the licensed physician selected by the Corporation; provided, however, that if you do not accept the opinion of the licensed physician selected by the Corporation, the dispute shall be resolved by the opinion of a licensed physician who shall be selected by you; provided further, however, that if the Corporation does not accept the opinion of the licensed physician selected by you, the dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by the Corporation and you, respectively. If it is thereafter determined that a Disability did exist, your termination date shall be the earlier of (i) the date on which the dispute is resolved or (ii) the date of your death. If it is determined that a Disability did not exist, your employment shall continue as if the Corporation had not delivered its notice of termination. (d) If you in good faith notify the Corporation of your termination for Good Reason and the Corporation notifies you that a dispute exists concerning the termination within the 15 day period following the Corporation's receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that Good Reason did exist, your termination date shall be the earlier of (i) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the arbitration provisions set out below, (ii) the date of your death, or (iii) one day prior to the second anniversary of a Change of Control, and your payments hereunder shall reflect events occurring after you delivered notice of termination. If it is determined that Good Reason did not exist, your employment shall continue after such determination as if you had not delivered the notice of termination asserting Good Reason. (e) If you do not elect to continue employment pending resolution of a dispute regarding a notice of termination, and it is finally determined that the reason for termination set forth in such notice of termination did not exist, if such notice was delivered by you, you shall be deemed to have voluntarily terminated your employment other than for Good Reason and if delivered by the Corporation, the Corporation will be deemed to have terminated you other than by reason of your death, Disability, retirement on or after your Normal Retirement Date or Cause. (f) For purposes of this Agreement, a transfer from the Corporation to one of its subsidiaries or a transfer from a subsidiary to the Corporation or another subsidiary shall not be treated as a termination of employment. (g) If you elect to continue your employment pending the resolution of a dispute pursuant to Sections 9 (b) (c), or (d), the Corporation, in its discretion, may place you on a paid administrative leave until the dispute is resolved.

Termination Notice and Procedure. Any termination by the Company or you of your employment by the Corporation or you shall be communicated by written Notice notice of Termination to you if such Notice of Termination is delivered by the Company and to the Company if such Notice of Termination is delivered by youtermination, all in accordance with the following procedures: (a) The Notice notice of Termination termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination. (b) Any Notice of Termination by the Company shall be in writing signed by the Chairman of the Board of Cerprobe specifying in detail the basis for such termination. (c) If the Company shall furnish a Notice Corporation notifies you of Termination your termination for Cause and you in good faith notify the Company Corporation that a dispute exists concerning such termination within the 15-15 day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that (i) Cause did exist, your "Termination Date" termination date shall be the earlier of (Ai) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution arbitration provisions of Section 16, set out below or (Bii) the date of your death; or (ii) . If it is determined that Cause did not exist, your employment shall continue as if the Company Corporation had not delivered its Notice notice of Termination and there shall be no Termination Date arising out of such noticetermination. (dc) If the Company shall furnish a Notice Corporation notifies you of Termination your termination by reason of Disability and you in good faith notify the Company Corporation that a dispute exists concerning suchsuch termination within the 15-day period following your receipt of such notice, you also may elect to continue your employment during such dispute. The dispute relating to the existence of a Disability shall be resolved by the opinion of the licensed physician selected by the Corporation; provided, however, that if you do not accept the opinion of the licensed physician selected by the Corporation, the dispute shall be resolved by the opinion of a licensed physician who shall be selected by you; provided further, however, that if the Corporation does not accept the opinion of the licensed physician selected by you, the dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by the Corporation and you, respectively. If it is thereafter determined that a Disability did exist, your termination date shall be the earlier of (i) the date on which the dispute is resolved or (ii) the date of your death. If it is determined that a Disability did not exist, your employment shall continue as if the Corporation had not delivered its notice of termination. (d) If you in good faith notify the Corporation of your termination for Good Reason and the Corporation notifies you that a dispute exists concerning the termination within the 15 day period following the Corporation's receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that Good Reason did exist, your termination date shall be the earlier of (i) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the arbitration provisions set out below, (ii) the date of your death, or (iii) one day prior to the second anniversary of a Change of Control, and your payments hereunder shall reflect events occurring after you delivered notice of termination. If it is determined that Good Reason did not exist, your employment shall continue after such determination as if you had not delivered the notice of termination asserting Good Reason. (e) If you do not elect to continue employment pending resolution of a dispute regarding a notice of termination, and it is finally determined that the reason for termination set forth in such notice of termination did not exist, if such notice was delivered by you, you shall be deemed to have voluntarily terminated your employment other than for Good Reason and if delivered by the Corporation, the Corporation will be deemed to have terminated you other than by reason of your death, Disability, retirement on or after your Normal Retirement Date or Cause. (f) For purposes of this Agreement, a transfer from the Corporation to one of its subsidiaries or a transfer from a subsidiary to the Corporation or another subsidiary shall not be treated as a termination of employment. (g) If you elect to continue your employment pending the resolution of a dispute pursuant to Sections 9(b), (c), or (d), the Corporation, in its discretion, may place you on a paid administrative leave until the dispute is resolved.

Termination Notice and Procedure. Any termination by the Company Rural/Metro or you of your employment shall be communicated by written Notice of Termination to you if such Notice of Termination is delivered by the Company Rural/Metro and to the Company Rural/Metro if such Notice of Termination is delivered by you, all in accordance with the following procedures: (a) The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination. (b) Any Notice of Termination by the Company Rural/Metro shall be in writing signed by the Chairman of the Compensation Committee (the “Committee”) of the Board of Cerprobe specifying in detail the basis for such termination. (c) If the Company Rural/Metro shall furnish a Notice of Termination for Cause and you in good faith notify the Company Rural/Metro that a dispute exists concerning such termination within the 1530-day period following your receipt of such notice, you may elect to continue your employment (or you may be placed on paid administrative leave, at Rural/Metro’s option), during such dispute. If it is thereafter determined that (i) Cause did exist, your "“Termination Date" ” shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 1615, or (B) the date of your death; or (ii) Cause did not exist, your employment shall continue as if the Company Rural/Metro had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice. A determination of Cause shall be made by a majority of the members of the Board only after the Executive and his counsel, if any, have been given an opportunity to meet with the Board in advance of the Board’s vote on the matter; provided that, such determination of Cause shall be subject to the dispute resolution process described in Section 15. (d) If the Company Rural/Metro shall furnish a Notice of Termination by reason of Disability and you in good faith notify the Company Rural/Metro that a dispute exists concerning such

Termination Notice and Procedure. Any termination by the Company or you of your employment shall be communicated by written Notice of Termination to you if such Notice of Termination is delivered by the Company and to the Company if such Notice of Termination is delivered by you, all in accordance with the following procedures: (a) The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination. (b) Any Notice of Termination by the Company shall be in writing signed by the Chairman of the Board of Cerprobe Rural/Metro, specifying in detail the basis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15-15 day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that (i) Cause did exist, your "Termination Date" shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 16, 19 or (B) the date of your death; , or (ii) Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice. (d) If the Company shall furnish a Notice of Termination by reason of Disability and you in good faith notify the Company that a dispute exists concerning suchsuch termination within the 15-day period following your receipt of such notice, you may elect to continue your employment during such dispute. The dispute relating to the existence of a 13 John X. Xxxxxx ______________, 1999 Page 13

Termination Notice and Procedure. Any termination by the Company Employer or you the Executive of your the Executive’s employment during the Employment Period shall be communicated by written Notice of Termination to you the Executive if such Notice of Termination is delivered by the Company and to the Company if such Notice of Termination is delivered by youthe Executive, all in accordance with the following procedures: (a) The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination. (b) Any Notice of Termination by the Company shall be in writing signed approved by the Chairman a resolution duly adopted by a majority of the Board members of Cerprobe specifying the Company’s board of directors then in detail the basis for such terminationoffice. (c) If the Company shall furnish give a Notice of Termination for Cause or by reason of Disability and you the Executive in good faith notify notifies the Company that a dispute exists concerning such termination within the fifteen (15-) day period following your the Executive’s receipt of such notice, you the Executive may elect to continue your his or her employment during such dispute. If it is thereafter determined that (i) Cause the reason given by the Company for termination did exist, your "the Executive’s Termination Date" Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 1614, or (B) the date of your the Company’s Notice of Termination for Cause, (C) the date of the Executive’s death, or (D) one day prior to the end of the Employment Period, and the Executive shall not be entitled to a Termination Payment based on events occurring after the Company delivered its Notice of Termination; or (ii) Cause the reason given by the Company for termination did not exist, your the employment of the Executive shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice. (d) If The Executive must provide the Company with written notice of Good Reason within a period not to exceed 90 days of the initial existence of the condition alleged to give rise to Good Reason, upon the notice of which the Company shall furnish have a period of 30 days during which it may remedy the condition. If the Executive shall in good faith give a Notice of Termination by reason of Disability for Good Reason and you in good faith notify the Company notifies the Executive that a dispute exists concerning suchthe termination within the fifteen (15) day period following the Company’s receipt of such notice, the Executive may elect to continue his or her employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, the Executive’s Termination Date shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to Section 14, (B) the date of the Executive’s death, or (C) one day prior to the end of the Employment Period, and the Executive’s Termination Payment shall reflect events occurring after the Executive delivered his or her Notice of Termination; or (ii) Good Reason did not exist, the employment of the Executive shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason. (e) If the Executive does not elect to continue employment pending resolution of a dispute regarding a Notice of Termination under Sections 12(c) and (d), and it is finally determined that the reason for termination set forth in such Notice of Termination did not exist, if such notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his or her employment and if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, Disability or Cause.

Termination Notice and Procedure. Any termination by the Company or you of your employment shall during the two years immediately following a Change of Control will be communicated by written Notice of Termination to you if such Notice of Termination is delivered by the Company and to the Company if such Notice of Termination is delivered by you, all in accordance with the following procedures: (a) : The Notice of Termination shall will indicate the specific termination provision in this Agreement relied upon upon, if applicable, and shall will set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) . Any Notice of Termination by the Company shall will be in writing signed by the Chairman of the Board of Cerprobe specifying in detail the basis for such termination. (c) Company. If the Company shall furnishes you with a Notice of Termination or if you furnish the Company with a Notice of Termination, and no good faith dispute exists regarding such termination, then the date of your termination will be the date such Notice of Termination is deemed given pursuant to Section 11 of this Agreement. If the Company in good faith furnishes you with a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that (i) Cause did exist, the date of your "Termination Date" shall termination will be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 16, determined or (B) the date of your deathdeath or permanent disability; or (ii) Cause did not exist, your employment shall will continue as if the Company had not delivered its Notice of Termination and there shall will be no Termination Date termination arising out of such notice. (d) . If the Company shall you in good faith furnish a Notice of Termination by reason of Disability for Good Reason and you in good faith notify the Company notifies you that a dispute exists concerning suchthe termination within the 15-day period following the Company's receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, your date of termination will be the earlier of (A) the date on which the dispute is finally determined or (B) the date of your death or permanent disability; or (ii) Good Reason did not exist, your employment will continue after such determination as if you had not delivered the Notice of Termination asserting Good Reason. If Good Reason is determined to exist, your salary, bonus and Fringe Benefits prior to such determination will be no less than your salary, bonus and benefits immediately prior to the Change of Control which gives rise to your right to receive Termination Benefits as provided in this Agreement. If you do not elect to continue employment pending resolution of a dispute regarding a Notice of Termination, and it is finally determined that the reason for termination set forth in such Notice of Termination did not exist, if such notice was delivered by you, you will be deemed to have voluntarily terminated your employment other than for Good Reason and if delivered by the Company, the Company will be deemed to have terminated you without Cause.

Termination Notice and Procedure. Any termination by the Company or you of your employment shall be communicated by written Notice of Termination to you if such Notice of Termination is delivered by the Company and to the Company if such Notice of Termination is delivered by you, all in accordance with the following procedures: (a) The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination. (b) Any Notice of Termination by the Company shall be in writing signed by the Chairman President of the Company or a member of the Board of Cerprobe who is not a Company employee, specifying in detail the basis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15-15 day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that (i) Cause did exist, your "“Termination Date" ” shall be the earlier of (Ai) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 16, 19 or (Bii) the date of your death; or (ii) . If it is thereafter determined that Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice. (d) If the Company shall furnish a Notice of Termination by reason of Disability and you in good faith notify the Company that a dispute exists concerning suchsuch termination within the 15-day period following your receipt of such notice, you may elect to continue your employment during such dispute. The dispute relating to the existence of a

Termination Notice and Procedure. Any termination by the Company or you of your employment by the Corporation or you within two (2) years after a Change of Control shall be communicated by written Notice notice of Termination to you if such Notice of Termination is delivered by the Company and to the Company if such Notice of Termination is delivered by youtermination, all in accordance with the following procedures: (a) The Notice notice of Termination termination shall indicate the specific termination provision in this Change of Control Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination. (b) Any Notice of Termination by the Company shall be in writing signed by the Chairman of the Board of Cerprobe specifying in detail the basis for such termination. (c) If the Company shall furnish a Notice Corporation notifies you of Termination your termination for Cause and you in good faith notify the Company Corporation that a dispute exists concerning such termination within the fifteen (15-day period ) calendar days following your receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that (i) Cause did exist, your "Termination Date" termination date shall be the earlier of (Ai) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution arbitration provisions of Section 16set out below, or (Bii) the date of your death; or (ii) . If it is determined that Cause did not exist, your employment shall continue as if the Company Corporation had not delivered its Notice notice of Termination and there shall be no Termination Date arising out of such noticetermination. (dc) If the Company shall furnish a Notice Corporation notifies you of Termination your termination by reason of Disability and you in good faith notify the Company Corporation that a dispute exists concerning suchsuch termination within fifteen (15) calendar days following your receipt of such notice, you also may elect to continue your employment during such dispute. The dispute relating to the existence of a Disability shall be resolved by the opinion of the licensed physician selected by the Corporation; provided, however, that if you do not accept the opinion of the licensed physician selected by the Corporation, the dispute shall be resolved by the opinion of a licensed physician who shall be selected by you; provided further, however, that if the Corporation does not accept the opinion of the licensed physician selected by you, the dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by the Corporation and you, respectively. If it is thereafter determined that a Disability did exist, your termination date shall be the earlier of (i) the date on which the dispute is resolved or (ii) the date of your death. If it is determined that a Disability did not exist, your employment shall continue as if the Corporation had not delivered its notice of termination. (d) If you in good faith notify the Corporation of your termination for Good Reason and the Corporation notifies you that a dispute exists concerning the termination within fifteen (15) calendar days following the Corporation’s receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that Good Reason did exist, your termination date shall be the earlier of (i) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the arbitration provisions set out below, (ii) the date of your death, or (iii) one day prior to the second anniversary of a Change of Control, and your payments hereunder shall reflect events occurring after you delivered notice of termination. If it is determined that Good Reason did not exist, your employment shall continue after such determination as if you had not delivered the notice of termination asserting Good Reason. (e) If you do not elect to continue employment pending resolution of a dispute regarding a notice of termination, and it is finally determined that the reason for termination set forth in such notice of termination did not exist, if such notice was delivered by you, you shall be deemed to have voluntarily terminated your employment other than for Good Reason and if delivered by the Corporation, the Corporation will be deemed to have terminated you without Cause. (f) For purposes of this Change of Control Agreement, a transfer from the Corporation to one of its subsidiaries or a transfer from a subsidiary to the Corporation or another subsidiary shall not be treated as a termination of employment. (g) If you elect to continue your employment pending the resolution of a dispute pursuant to Sections 9 (b), (c), or (d), the Corporation, in its discretion, may place you on a paid administrative leave until the dispute is resolved.

Termination Notice and Procedure. Any termination by the Company or you of your employment shall be communicated by written Notice of Termination to you if such Notice of Termination is delivered by the Company and to the Company if such Notice of Termination is delivered by you, all in accordance with the following procedures: (a) The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination. (b) Any Notice of Termination by the Company shall be in writing signed by the Chairman of the Board of Cerprobe Rural/Metro, specifying in detail the basis for such termination. (c) If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15-15 day period following your receipt of such notice, you may elect to continue your employment during such dispute. If it is thereafter determined that (i) Cause did exist, your "“Termination Date" ” shall be the earlier of (A) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 16, 17 or (B) the date of your death; , or (ii) Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice. (d) If the Company shall furnish a Notice of Termination by reason of Disability and you in good faith notify the Company that a dispute exists concerning suchsuch termination Xxxx Xxxxxxxxxx June 15, 1998