Common use of Termination of Employment and Severance Clause in Contracts

Termination of Employment and Severance. You understand and agree that this Agreement is not meant to constitute a contract of employment for a specific term, and consequently your employment will be “at-will”. What this means is that either you or the Company may terminate your employment at any time, without notice and with or without Cause. If the Company terminates your employment for Cause, or you terminate your employment without Good Reason, the Company’s only obligation to you under this Agreement will be to continue to pay your base salary and earned but unpaid compensation (including bonus) through the date of termination and pay to you any unused earned vacation as of the last date of your employment (collectively referred to as the Accrued Compensation”). If, however, the Company terminates your employment for any reason other than for Cause, excluding your death or disability (defined as your inability to perform your duties hereunder by reason of any physical or mental incapacity that results in your satisfaction of all requirements necessary to receive benefits under the Company’s long-term disability plan due to a total disability), or you terminate your employment with Good Reason, the Company shall (i) make a lump sum payment to you of any Accrued Compensation within ten days of the termination of your employment; (ii) continue to pay your base salary at regular pay-date installments for a period of 24 months following the effectiveness of the General Release (as defined below) (the “Severance Period”); (iii) pay you any pro-rated bonus to which you may become entitled as described in the Cash Incentive Bonus Section above,: (iv) permit you to exercise all vested options you hold in the Company’s stock for a period of 6 months following such termination (but not to exceed the original term of such options); and (v) provided you timely elect to continue health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, provide you and your eligible dependents with such continued health insurance benefits during the Severance Period without cost to you; provided that if you are a “specified employee” within the meaning of U.S. Internal Revenue Code Section 409A (“Section 409A”) at the time your employment terminates, any payment that is not exempt from Section 409A but that would otherwise be payable within the six-month period beginning with your termination date shall be paid on the first day of the month that follows the end of such six-month period. For these purposes, each such installment shall be treated as a “separate payment” under Section 409A. There are certain conditions that must be met in order for you to receive any severance payment under this Agreement. First, you must sign a general release agreement in favor of the Company and in a form reasonably acceptable to the Company (the “General Release”), within the applicable time period set forth therein, but in no event more than 45 days following termination, and permit the release of claims contained therein to become effective in accordance with its terms. Second, you must abide by all terms of this Agreement. The Company shall have the right to cease making any severance payment under this Agreement in the event you breach any provision of it. Third, any severance payment(s) made to you under this Agreement shall be offset by the amount of any income earned by you from employment or providing services following your termination and will cease altogether when you obtain a new position which pays you compensation equal to or higher than your rate of compensation as of the last date of your employment with the Company. You will not be entitled to any fringe benefits following termination of employment, except as specifically provided in writing in the applicable benefit plan or policy.

Termination of Employment and Severance. a. You understand agree to provide thirty (30) days written notice to the Company of your intention to resign. b. If you resign your employment with the Company, or if the Company terminates your employment for Cause (as defined in Section 8 below), you will only be entitled to the following compensation then fully earned - Base Salary then due and agree that payable and any accrued but unused Personal Time Off through the date of termination. The Company will have no further liability or obligation to you for compensation under this Agreement is not meant to constitute a contract except as otherwise specifically provided in this Agreement. c. Your employment will terminate automatically in the event of employment for a specific term, and consequently your death. If your employment terminates as a result of your death, the Company will pay to your executors, legal representatives or administrators, as applicable, an amount equal to Base Salary then due and payable through the date of termination, any accrued but unused Personal Time Off through the date of termination and any earned bonus under the Bonus Program to which you would otherwise be “atentitled for the year in which your death occurs (pro-will”rated for the year). What The Company will have no further liability or obligation under this means is that either Agreement to your executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through you or except as otherwise specifically provided in this Agreement. d. Subject to applicable law, the Company may terminate your employment at any time, without notice if you are unable substantially to perform your duties and with or without Cause. If the Company terminates your employment for Cause, or you terminate your employment without Good Reason, the Company’s only obligation to you responsibilities under this Agreement to the full extent required by the Board by reason of illness, injury or incapacity for 6 consecutive months, or for more than 6 months in the aggregate during any period of 12 calendar months; provided, however, that the Company will be to continue to pay you your base salary Base Salary through the end of the month in which your employment is terminated, but the amount the Company will be required to pay you will be reduced by the amount of (i) any disability payments received by you under any employee benefits plan, and earned (ii) any amounts owed by you to the Company. In addition, you will be entitled to (A) any accrued but unpaid compensation (including bonus) unused Personal Time Off through the date of termination and pay (B) any earned bonus under the Bonus Program to which you any unused earned vacation as of would otherwise be entitled for the last date year in which termination of your employment occurs (collectively referred to as pro-rated for the Accrued Compensation”year). IfThe Company will have no further liability or obligation to you for compensation under this Agreement except as otherwise specifically provided in this Agreement. You agree, however, in the event of a dispute regarding the existence or extent of your disability to submit to a physical examination by a licensed physician selected by the Board. e. If the Company terminates your employment for any reason other than for CauseCause (as defined in Section 8 below), excluding your death or disability disability, you will be entitled to the following compensation - Base Salary then due and payable and any accrued but unused Personal Time Off through the date of termination, plus one (defined as your inability to perform your duties hereunder by reason 1) year of severance paid monthly and any physical or mental incapacity that results earned bonus under the Bonus Program pro-rated for the year, but only if you execute and do not revoke a general release in your satisfaction the form of all requirements necessary to receive benefits under the Company’s long-term disability plan due to a total disability), or you terminate your employment with Good Reason, the Company shall (i) make a lump sum payment to you of any Accrued Compensation within ten days of the termination of your employment; (ii) continue to pay your base salary at regular pay-date installments for a period of 24 months following the effectiveness of the Severance Agreement And General Release (as defined below) (the “Severance Period”); (iii) pay you any pro-rated bonus to which you may become entitled as described in the Cash Incentive Bonus Section above,: (iv) permit you to exercise all vested options you hold in the Company’s stock for a period of 6 months following such termination (but not to exceed the original term of such options); and (v) provided you timely elect to continue health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, provide you and your eligible dependents with such continued health insurance benefits during the Severance Period without cost to you; provided that if you are a “specified employee” within the meaning of U.S. Internal Revenue Code Section 409A (“Section 409A”) at the time your employment terminates, any payment that is not exempt from Section 409A but that would otherwise be payable within the six-month period beginning with your termination date shall be paid on the first day of the month that follows the end of such six-month period. For these purposes, each such installment shall be treated as a “separate payment” under Section 409A. There are certain conditions that must be met in order for you to receive any severance payment under this Agreement. First, you must sign a general release agreement in favor of the Company and in a form reasonably acceptable to the Company (the “General Release”), within the applicable time period set forth therein, but in no event more than 45 days following termination, and permit the release of claims contained therein to become effective in accordance with its terms. Second, you must abide by all terms of this AgreementAnd Waiver Of Claims. The Company shall will have the right no further liability or obligation to cease making any severance payment you for compensation under this Agreement except as otherwise specifically provided in the event you breach Section 3 above or any other provision of it. Thirdin this Agreement. f. If, any severance payment(s) made to you under this Agreement shall be offset by the amount of any income earned by you from employment or providing services following your termination and will cease altogether when you obtain a new position which pays you compensation equal to or higher than your rate of compensation as of the last date of during your employment with the Company. You , there is a Change in Control (as defined in Section 10 below), and within six months of such Change in Control your employment is terminated by reason of an Involuntary Termination (as defined in Section 9 below), then such termination will not be treated in accordance with Section 7(e) above and you will be entitled to the compensation so described, subject to any fringe benefits following termination of employment, except as specifically provided conditions or other requirements described in writing in the applicable benefit plan or policysuch Section 7(e).

Termination of Employment and Severance. You understand and agree that this Agreement agreement is not meant to constitute a contract of employment for a specific term, and consequently your employment will be “at-will”. What this means is that either you or the Company may terminate your employment at any time, without notice and with or without “Cause” (as defined herein). If the Company terminates your employment for Cause, or you terminate your employment without Good Reasonemployment, the Company’s only obligation to you under this Agreement will be to continue to pay your base salary and earned but unpaid compensation (including bonus) through the date of termination and pay to you any unused earned vacation as of the last date of your employment (collectively referred to as the Accrued Compensation”)employment. If, however, the Company terminates your employment for any reason other than for Cause, excluding including your death or disability (defined as your inability to perform your duties hereunder by reason of any physical or mental incapacity that results in your satisfaction of all requirements necessary to receive benefits under the Company’s long-term disability plan due to a total death, disability), or you terminate your employment with Good Reason“Change of Control”, the Company shall (i) make a lump sum payment to you of any Accrued Compensation within ten days of the termination of your employment; (ii) will continue to pay your base salary at regular pay-date installments for a period of 24 months following the effectiveness of the General Release (as defined below) (the “Severance Period”); (iii) pay you any pro-rated bonus to which you may become entitled as described in the Cash Incentive Bonus Section above,: (iv) permit you to exercise all vested options you hold in the Company’s stock for a period of 6 12 months following such termination (but not and will make these payments to exceed your beneficiary in the original term event of such optionsdeath); and (v) provided you timely elect to continue health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, provide you and your eligible dependents with such continued health insurance benefits during the Severance Period without cost to you; provided that if you are a “specified employee” within the meaning of U.S. Internal Revenue Code Section 409A (“Section 409A”) at the time your employment terminates, any payment that is not exempt from Code Section 409A but that would otherwise be payable within the six-month period beginning with your termination date shall be paid on the first day of the month that follows the end of such six-month period. For these purposes, each such installment shall be treated as a “separate payment” under Section 409A. There are certain conditions that must be met in order for you to receive any severance payment under this Agreementagreement. First, you must sign a general release agreement in favor of the Company and Company, in a form reasonably acceptable to the Company (the “General Release”)Company, within the applicable time period set forth therein, but in no event more later than 45 21 days following terminationthe delivery of such release to you, and permit the such release of claims contained therein to having become effective in accordance with its terms. Second, you must abide by all terms of this Agreementagreement. The Company shall have the right to cease making any severance payment under this Agreement agreement in the event you breach any provision of it. Third, any severance payment(s) made to you under this Agreement shall be offset by the amount of any income earned by you from employment or providing services following your termination and will cease altogether when you obtain a new position which pays you compensation equal to or higher than your rate of compensation as of the last date of your employment with the Company. You will not be entitled to any fringe benefits following termination .” The third paragraph of employment, except such “Termination of Employment and Severance” section is hereby restated in its entirety as specifically provided in writing in the applicable benefit plan or policy.follows:

Termination of Employment and Severance. You understand and agree that this Agreement is not meant to constitute a contract of employment for a specific termA. The City Manager, and consequently your employment will be “at-will”. What this means is that either you or the Company may terminate your employment at any time, may terminate the employment of the Employee for cause after thirty (30) days written notice of the basis for the termination. B. In the event the Employee is terminated by the City Manager with cause, the City agrees that it shall pay to the Employee all unused, accrued vacation leave said amount to be paid to the Employee on or before the effective date of termination of their employment. C. In the event the City in any fiscal year intentionally reduces the base salary, compensation or any other financial benefit of the Employee in a percentage greater than is applied in an across the board reduction in the same fiscal year applicable to all other employees of the City, or in the event that the City refuses, following a thirty (30) day period after receipt of written notice delivered to the City Manager, to comply with any of the financial provisions benefiting the Employee set forth herein, or if the City abolishes the position without establishment of the position under a different title with substantially similar duties and responsibilities or similar action, the Employee may, at their option, deem themselves to have been terminated without cause as of the date of such reduction or refusal to comply with the provision herein claimed to have been violated. D. In the event the Employee is terminated without cause, the City agrees that it shall pay to the Employee all unused, accrued vacation leave, together with a lump sum severance payment equal to six (6) months total, said amount to be paid to the Employee on or before the effective date of termination of their employment. E. In the event the Employee voluntarily resigns their position with the City, the Employee shall give the City thirty (30) days written notice and with or without Causein advance, unless the parties agree otherwise. Such notice of resignation shall be directed to the City Manager. If the Company terminates your employment for CauseEmployee voluntarily resigns, or you terminate your employment without Good Reason, the Company’s only obligation to you under this Agreement will be to continue to pay your base salary and earned but unpaid compensation (including bonus) through the date of termination and pay to you any unused earned vacation as of the last date of your employment (collectively referred to as the Accrued Compensation”). If, however, the Company terminates your employment for any reason other than for Cause, excluding your death or disability (defined as your inability to perform your duties hereunder by reason of any physical or mental incapacity that results in your satisfaction of all requirements necessary to receive benefits under the Company’s long-term disability plan due to a total disability), or you terminate your employment with Good Reason, the Company they shall (i) make a lump sum payment to you of any Accrued Compensation within ten days of the termination of your employment; (ii) continue to pay your base salary at regular pay-date installments for a period of 24 months following the effectiveness of the General Release (as defined below) (the “Severance Period”); (iii) pay you any pro-rated bonus to which you may become entitled as described in the Cash Incentive Bonus Section above,: (iv) permit you to exercise all vested options you hold in the Company’s stock for a period of 6 months following such termination (but not to exceed the original term of such options); and (v) provided you timely elect to continue health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, provide you and your eligible dependents with such continued health insurance benefits during the Severance Period without cost to you; provided that if you are a “specified employee” within the meaning of U.S. Internal Revenue Code Section 409A (“Section 409A”) at the time your employment terminates, any payment that is not exempt from Section 409A but that would otherwise be payable within the six-month period beginning with your termination date shall be paid on the first day of the month that follows the end of such six-month period. For these purposes, each such installment shall be treated as a “separate payment” under Section 409A. There are certain conditions that must be met in order for you to receive any severance payment under this Agreement. First, you must sign a general release agreement in favor of the Company and in a form reasonably acceptable to the Company (the “General Release”), within the applicable time period set forth therein, but in no event more than 45 days following termination, and permit the release of claims contained therein to become effective in accordance with its terms. Second, you must abide by all terms of this Agreement. The Company shall have the right to cease making any severance payment under this Agreement in the event you breach any provision of it. Third, any severance payment(s) made to you under this Agreement shall be offset by the amount of any income earned by you from employment or providing services following your termination and will cease altogether when you obtain a new position which pays you compensation equal to or higher than your rate of compensation as of the last date of your employment with the Company. You will not be entitled to any fringe salary after the date of resignation or to the severance benefits following termination of employmentspecified in this Section except they shall be paid for all unused, except as specifically provided in writing in the applicable benefit plan or policyaccrued vacation leave not to exceed thirty (30) days.

Termination of Employment and Severance. You understand and agree that this Agreement agreement is not meant to constitute a contract of employment for a specific term, and consequently your employment will be “at-will”. What this means is that either you or the Company may terminate your employment at any time, without notice and with or without “Cause” (as defined herein). If the Company terminates your employment for Cause, or you terminate your employment without Good Reasonemployment, the Company’s only obligation to you under this Agreement will be to continue to pay your base salary and earned but unpaid compensation (including bonus) through the date of termination and pay to you any unused earned vacation as of the last date of your employment (collectively referred to as the Accrued Compensation”)employment. If, however, the Company terminates your employment for any reason other than for Cause, excluding including your death or disability (defined as your inability to perform your duties hereunder by reason of any physical or mental incapacity that results in your satisfaction of all requirements necessary to receive benefits under the Company’s long-term disability plan due to a total death, disability), or you terminate your employment with Good Reason“Change of Control”, the Company shall (i) make a lump sum payment to you of any Accrued Compensation within ten days of the termination of your employment; (ii) will continue to pay your base salary at regular pay-date installments for a period of 24 months following the effectiveness of the General Release (as defined below) (the “Severance Period”); (iii) pay you any pro-rated bonus to which you may become entitled as described in the Cash Incentive Bonus Section above,: (iv) permit you to exercise all vested options you hold in the Company’s stock for a period of 6 12 months following such termination (but not and will make these payments to exceed your beneficiary in the original term event of such optionsdeath); and (v) provided you timely elect to continue health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, provide you and your eligible dependents with such continued health insurance benefits during the Severance Period without cost to you; provided that if you are a “specified employee” within the meaning of U.S. Internal Revenue Code Section 409A (“Section 409A”) at the time your employment terminates, any payment that is not exempt from Section 409A but that would otherwise be payable within the six-month period beginning with your termination date shall be paid on the first day of the month that follows the end of such six-month period. For these purposes, each such installment shall be treated as a “separate payment” under Section 409A. There are certain conditions that must be met in order for you to receive any severance payment under this Agreementagreement. First, you must sign a general release agreement in favor of the Company and in a form reasonably acceptable to the Company (the “General Release”), within the applicable time period set forth therein, but in no event more than 45 days following termination, and permit the release of claims contained therein to become effective in accordance with its termsCompany. Second, you must abide by all terms of this Agreementagreement. The Company shall have the right to cease making any severance payment under this Agreement agreement in the event you breach any provision of it. Third, any severance payment(s) made to you under this Agreement shall be offset by the amount of any income earned by interim earnings you from employment or providing services following your termination and may have and, will cease altogether when you obtain a new position which pays you compensation equal to or higher than your rate of compensation as of the last date of your employment with the Company. The Company shall have the right to cease making any severance payment under this agreement in the event you breach any provision of it. You will not be entitled to any fringe benefits following termination of employment, except as specifically provided in writing in the applicable benefit plan or policy. For purposes of this agreement, “Cause” means (i) willful breach of duty, gross neglect of duty, gross carelessness or gross misconduct in the performance of your duties; (ii) commission of a felony or other crime involving moral turpitude; (iii) commission of any act of dishonesty involving the Company; (iv) the unauthorized disclosure of material privileged or confidential information related to the Company or its employees, except as may be compelled by legal process or court order; (v) the commission of a willful act or omission which violates material Company policy, procedures, or otherwise constitutes unethical or detrimental business conduct; (vi) alcohol or controlled substance abuse that materially impacts the performance of your duties; or (vii) any other willful act or omission which, in the opinion of the Board of Directors of the Company has, or is reasonably likely to have, a material adverse impact upon the Company or its reputation; provided, however, that with respect to the first occurrence of any of the acts specified in clauses (i), (v), (vi) and (vii) above, you will have an opportunity to cure such act, violation or condition after receiving written notice from the Company. The amount of time to cure such act, violation or condition shall be in the sole discretion of the Company.