Common use of Termination of Employment by Voluntary Resignation /Death /Disability Clause in Contracts

Termination of Employment by Voluntary Resignation /Death /Disability. (a) The Executive's employment under this Agreement may be terminated: (i) Upon voluntary resignation by the Executive in accordance with the notification requirement provided in Article IX; (ii) Upon the death of the Executive, this Agreement and the Executive's employment hereunder shall terminate immediately and without notice by the Company; or (iii) In the event of the inability of the Executive to perform his duties or responsibilities thereunder, as a result of a Permanent Disability (as defined below) upon written notice by the Company. A "Permanent Disability" occurs when for a period of ninety (90) consecutive calendar days, or an aggregate of one hundred twenty (120) calendar days during any calendar year (whether or not consecutive) the Executive is unable to perform his duties or responsibilities hereunder as a result of a mental or physical ailment or incapacity. Upon the occurrence of a Permanent Disability, the Company will evaluate the Executive's condition and determine whether or not to send written notice of such Executive's termination. (b) Upon termination pursuant to this Section 6.01(a)(i), the Executive shall not be entitled to payment of any compensation other than salary under this Agreement earned up to the date of such termination, any accrued but unpaid vacation days, and any stock options, warrants or similar rights which have vested at the date of such termination. The Company and the Executive agree that the Company shall continue to pay the Executive his Annual Base Salary, in accordance with the Company's normal practices for other senior executives, for two (2) years after the Executive's voluntary resignation, and the Executive agrees not to violate the provisions of Section 5.02 for an equivalent period. (c) Upon termination pursuant to this Section 6.01(a)(ii) above, the Company shall pay or grant, to such person as the Executive designates in a notice filed with the Company, or, if no such person shall be designated, to the Executive's estate as a lump sum death benefit, an amount equal to any compensation under this Agreement earned up to the date of such termination, including salary and any accrued but unpaid vacation days. In addition, any stock options or warrants which have vested at the time such termination will be exercisable by the Executive's estate in accordance with the Company's Equity Incentive Plan. The Executive's designated beneficiary or the executor of the Executive's estate, as the case may be, shall accept the payment provided for in this Paragraph 6.01(c) in full discharge and release of the Company of and from any further obligations under this Agreement. (d) Upon termination pursuant to Section 6.01(a)(iii) above, the Executive shall be entitled to the benefit of disability or other relevant insurance or benefits provided pursuant to Section 4.02 above. The Executive shall not be entitled to payment of any compensation other than salary under this Agreement earned up to the date of such termination, any accrued but unpaid vacation days, and any stock options, warrants or similar rights which have vested at the date of such termination. The Company, in its sole and absolute discretion, may decide to continue to pay the Executive his Annual Base Salary, in accordance with the Company's normal practices for other senior executives, for two (2) years after the Executive's voluntary resignation, in return for the Executive not violating the provisions of Section 5.02 for an equivalent period and the Executive's execution, without revocation, of a Company Release of Claims upon the effective date of the termination of the Executive's employment.

Termination of Employment by Voluntary Resignation /Death /Disability. (a) The Executive's employment under this Agreement may be terminated: (i) Upon voluntary resignation by the Executive in accordance with the notification requirement provided in Article IXII; (ii) Upon the death of the Executive, this Agreement and the Executive's employment hereunder shall terminate immediately and without notice by the Company; or (iii) In the event of the inability of the Executive to perform his duties or responsibilities thereunder, as a result of a Permanent Disability (as defined below) upon written notice by the Company. A "Permanent Disability" occurs when for a period of ninety (90) consecutive calendar days, or an aggregate of one hundred twenty (120) calendar days during any calendar year (whether or not consecutive) the Executive is unable to perform his duties or responsibilities hereunder hereunder, even with reasonable accommodation, as a result of a mental or physical ailment or incapacity. Upon the occurrence of a Permanent Disability, the Company will evaluate the Executive's condition and determine whether or not to send written notice of such Executive's termination. (b) Upon termination pursuant to this Section 6.01(a)(i), the Executive shall not be entitled to payment of any compensation other than salary under this Agreement earned up to the date of such termination, any accrued but unpaid vacation days, and any stock options, warrants or similar rights which have vested at the date of such termination. The Company Company, in its sole and the Executive agree that the Company shall absolute discretion, may decide to continue to pay the Executive his Annual Base Salary, in accordance with the Company's normal practices for other senior executives, for up to two (2) years after the Executive's voluntary resignation, and in return for the Executive agrees not to violate violating the provisions of Section 5.02 for an equivalent period. (c) Upon termination pursuant to this Section 6.01(a)(ii) above), the Company shall pay or grant, to such person as the Executive designates you designate in a notice filed with the Company, or, if no such person shall be designated, to the Executive's your estate as a lump sum death benefit, an amount equal to any compensation under this Agreement earned up to the date of such termination, including salary and any accrued but unpaid vacation days. In addition, any stock options or warrants which have vested at the time such termination will be exercisable by the Executive's your estate in accordance with the Company's Equity Incentive Plan. The Executive's Your designated beneficiary or the executor of the Executive's your estate, as the case may be, shall accept the payment provided for in this Paragraph 6.01(c) paragraph 6 in full discharge and release of the Company of and from any further obligations under this Agreementagreement. (d) Upon termination pursuant to this Section 6.01(a)(iii) above), the Executive shall be entitled to the benefit of disability or other relevant insurance or benefits provided pursuant to Section 4.02 above. The Executive shall not be entitled to payment of any compensation other than salary under this Agreement earned up to the date of such termination, any accrued but unpaid vacation days, and any stock options, warrants or similar rights which have vested at the date of such termination. The Company, in its sole and absolute discretion, may decide to continue to pay the Executive his Annual Base Salary, in accordance with the Company's normal practices for other senior executives, for two (2) years after the Executive's voluntary resignation, in return for the Executive not violating the provisions of Section 5.02 for an equivalent period and the Executive's execution, without revocation, of a Company Release of Claims upon the effective date of the termination of the Executive's employment4.

Termination of Employment by Voluntary Resignation /Death /Disability. (a) The Executive's Your employment under this the Agreement may be terminated: (i) Upon your voluntary resignation by the Executive in accordance with the notification requirement provided in Article IXthe Agreement; (ii) Upon your death, the death of the ExecutiveAgreement, this Agreement and the Executive's your employment hereunder shall terminate immediately and without notice by the Company; or (iii) In the event of the your inability of the Executive to perform his your duties or responsibilities thereunder, as a result of a Permanent Disability (as defined below) upon written notice by the Company. A "Permanent Disability" occurs when for a period of ninety (90) consecutive calendar days, or an aggregate of one hundred twenty (120) calendar days during any calendar year (whether or not consecutive) the Executive is you are unable to perform his your duties or responsibilities hereunder as a result of a mental or physical ailment or incapacity. Upon the occurrence of a Permanent Disability, the Company will evaluate the Executive's your condition and determine whether or not to send written notice of such Executive's your termination. (b) Upon termination pursuant to this Section 6.01(a)(i)a voluntary resignation, the Executive you shall not be entitled to payment of any compensation other than salary under this Agreement the Agreement, as amended, earned up to the date of such terminationresignation, any accrued but unpaid vacation days, and any stock options, warrants or similar rights which have vested at the date of such terminationresignation. The Company Company, in its sole and the Executive agree that the Company shall absolute discretion, may decide to continue to pay the Executive his you your Annual Base Salary, in accordance with the Company's normal practices for other senior executives, for up to two (2) years after the Executive's your voluntary resignation, and in return for you not violating the Executive agrees not to violate the RESTRICTIVE COVENANTS and/or provisions of Section 5.02 therein, for an equivalent period. (c) Upon termination pursuant to this Section 6.01(a)(ii) aboveyour death, the Company shall pay or grant, to such person as the Executive designates you designate in a notice filed with the Company, or, if no such person shall be designated, to the Executive's your estate as a lump sum death benefit, an amount equal to any compensation under this Agreement the Agreement, as amended, earned up to the date of such terminationyour death, including salary and any accrued but unpaid vacation days. In addition, any stock options or warrants which have vested at the time such termination of your death will be exercisable by the Executive's your estate in accordance with the Company's Equity Incentive Plan. The Executive's Your designated beneficiary or the executor of the Executive's your estate, as the case may be, shall accept the payment provided for in this Paragraph 6.01(c) section, in full discharge and release of the Company of and from any further obligations under this the Agreement, as amended. (d) Upon termination pursuant to Section 6.01(a)(iii) aboveyour permanent disability, the Executive you shall be entitled to the benefit of disability or other relevant insurance or benefits provided pursuant to Section 4.02 aboveprovided. The Executive You shall not be entitled to payment of any compensation other than salary under this Agreement the Agreement, as amended, earned up to the date of such terminationpermanent disability, any accrued but unpaid vacation days, and any stock options, warrants or similar rights which have vested at the date of such termination. The Company, in its sole and absolute discretion, may decide to continue to pay the Executive his you your Annual Base Salary, in accordance with the Company's normal practices for other senior executives, for up to two (2) years after the Executive's your voluntary resignation, in return for the Executive you not violating the provisions of Section 5.02 RESTRICTIVE COVENANTS for an equivalent period and the Executive's your execution, without revocation, of a Company Release of Claims upon the effective date of the termination of the Executive's your employment.