Common use of Termination of Employment Period Clause in Contracts

Termination of Employment Period. The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 At the end of any year of the Employment Period in which either party shall have delivered a Non-Renewal Notice; 4.2 At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Employee, which notice shall identify the Cause upon which the termination is based. For the purposes of this Section 4.2, “Cause” shall mean (a) the Employee’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured within 30 days after a written demand for substantial performance is received by the Employee from the Board which specifically identifies the manner in which the Board believes the Employee has not substantially performed the Employee’s duties; or (b) the Employee’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this Section 4.2, no act or failure to act by the Employee shall be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Employee’s action or omission was in the best interests of the Company. 4.3 Upon the death or disability of the Employee. As used in this Agreement, the term “disability” shall mean the Employee’s absence from full-time performance of the Employee’s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee’s legal representative; 4.4 At the election of either party, upon not less than 60 days’ prior written notice of termination.

Termination of Employment Period. The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 At the end of any year of the Employment Period in which either party shall have delivered a Non-Renewal Notice; 4.2 At the election of the Company, for Cause (as defined in clause (a) below), immediately upon 6 months written notice by the Company to the Employee, which notice shall identify the Cause upon which the termination is based, and opportunity for the Employee to be heard. No notice shall be required for termination for Cause as defined in clauses (b), (c), (d), or (e) below, except to the extent that notice is required by law in the jurisdiction in which the Employee is employed. For the purposes of this Section 4.24.1, “Cause” shall mean (a) the Employee’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured within 30 days after a written demand for substantial performance is received good faith finding by the Employee from the Board which specifically identifies the manner in which the Board believes that the Employee has not substantially performed failed to perform her reasonably assigned duties for the Employee’s duties; Company or Parent and has failed to remedy such failure within 15 days following written notice from the Company to the Employee notifying her of such failure, (b) the Employee’s willful engagement Employee has willfully engaged in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes Company and/or Parent, (c) the conviction of this Section 4.2the Employee of, no act or failure to act the entry of a pleading of guilty or nolo contendere (or any analogous proceeding) by the Employee shall be considered “willful” unless it to, any crime involving moral turpitude or any felony; (d) the Employee is done, adjudicated bankrupt or omitted to be done, in bad faith and without reasonable belief that makes any arrangement or composition with the Employee’s action creditors; or omission was in (e) the best interests Employee becomes of unsound mind or is committed as patient for the Company. 4.3 Upon the death or disability purposes of the Employee. As used in this Agreement, the term “disability” shall mean the Employee’s absence from full-time performance of the Employee’s duties with the Company for 180 consecutive calendar days as a result of incapacity due any legislation relating to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee’s legal representative; 4.4 At the election of either party, upon not less than 60 days’ prior written notice of terminationhealth.

Termination of Employment Period. The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 At the end of any year Expiration of the Employment Period in which either party shall have delivered a Non-Renewal NoticePeriod; 4.2 At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Employee, which notice shall identify the Cause upon which the termination is based. For the purposes of this Section 4.2, “Cause” shall mean (a) the Employee’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured within 30 days after a written demand for substantial performance is received good faith finding by the Employee from the Board which specifically identifies the manner in which the Board believes Company that (i) the Employee has not substantially performed repeatedly failed to perform his assigned duties for the Employee’s duties; Company, or (ii) the Employee has engaged in dishonesty, gross negligence or misconduct, or (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any crime involving moral turpitude or any felony; 4.3 At the election of the Employee’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious , for Good Reason (as defined below), immediately upon written notice by the Employee to the Company, which notice shall identify the Good Reason upon which the termination is based. For the purposes of this Section 4.24.3, no act “Good Reason” for termination shall mean (i) a material adverse change in the Employee’s authority, duties or failure to act compensation without the prior written consent of the Employee (provided that neither the hiring of a chief operating officer nor the hiring of a chief financial officer by the Company and the relinquishment of such title and associated duties by the Employee shall be considered “willful” unless constitute Good Reason hereunder), (ii) a material breach by the Company of the terms of this Agreement, which breach is not remedied by the Company within 10 days following written notice from the Employee to the Company notifying it is done, of such breach or omitted to be done, in bad faith and without reasonable belief that (iii) the relocation of the Employee’s action or omission was in the best interests place of work more than 50 miles from the Company’s current executive offices. 4.3 4.4 Upon the death or disability of the Employee. As used in this Agreement, the term “disability” shall mean the Employee’s absence from full-time performance inability of the Employee’s duties with the Company for 180 consecutive calendar days as a result of incapacity , due to a physical or mental disability, for a period of 90 days, whether or physical illness which not consecutive, during any 360-day period, to perform the services contemplated under this Agreement, with or without reasonable accommodation as that term is determined to defined under state or federal law. A determination of disability shall be total and permanent made by a physician selected by satisfactory to both the Employee and the Company; provided, that, if the Employee and the Company or its insurers and acceptable to do not agree on a physician, the Employee or and the Employee’s legal representativeCompany shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties; 4.4 4.5 At the election of either party, upon not less than 60 180 days’ prior written notice of termination.

Termination of Employment Period. The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 At the end of any year of the Employment Period in which either party shall have delivered a Non-Renewal Notice; 4.2 At the election of the Company, for Cause (as defined in clause (a) below), immediately upon 24 months written notice by the Company to the Employee, which notice shall identify the Cause upon which the termination is based, and opportunity for the Employee to be heard. No notice shall be required for termination for Cause as defined in clauses (b), (c), (d), or (e) below, except to the extent that notice is required by law in the jurisdiction in which the Employee is employed. For the purposes of this Section 4.24.1, “Cause” shall mean (a) a good faith finding by the Employee’s willful and continued failure to substantially perform his reasonable assigned duties Board (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured within 30 days after a written demand for substantial performance is received by the Employee from the Board which specifically identifies the manner in which the Board believes Employee) that the Employee has not substantially performed failed to perform his reasonably assigned duties for the Employee’s duties; Company or Parent and has failed to remedy such failure within 15 days following written notice from the Company to the Employee notifying him of such failure, (b) the Employee’s willful engagement Employee has willfully engaged in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes Company and/or Parent, (c) the conviction of this Section 4.2the Employee of, no act or failure to act the entry of a pleading of guilty or nolo contendere (or any analogous proceeding) by the Employee shall be considered “willful” unless it to, any crime involving moral turpitude or any felony; (d) the Employee is done, adjudicated bankrupt or omitted to be done, in bad faith and without reasonable belief that makes any arrangement or composition with the Employee’s action creditors; or omission was (e) the Employee becomes of unsound mind or is committed as patient for the purposes of any legislation relating to mental health. The parties acknowledge that although the Employee may be removed as Vice Chairman of the Board pursuant to this Section 4.1, nothing in this Agreement shall permit removal of the Employee as a director of the Parent except pursuant to the procedures set forth in the best interests Parent’s Bylaws and the General Corporation Law of the CompanyState of Delaware. 4.3 Upon the death or disability of the Employee. As used in this Agreement, the term “disability” shall mean the Employee’s absence from full-time performance of the Employee’s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee’s legal representative; 4.4 At the election of either party, upon not less than 60 days’ prior written notice of termination.

Termination of Employment Period. The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 At the end of any year of the Employment Period in which either party shall have delivered a Non-Renewal Notice; 4.2 At the election of the Company, for Cause (as defined in clause (a) below), immediately upon 6 months written notice by the Company to the Employee, which notice shall identify the Cause upon which the termination is based, and opportunity for the Employee to be heard. No notice shall be required for termination for Cause as defined in clauses (b), (c), (d), or (e) below, except to the extent that notice is required by law in the jurisdiction in which the Employee is employed. For the purposes of this Section 4.24.1, “"Cause” " shall mean (a) the Employee’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured within 30 days after a written demand for substantial performance is received good faith finding by the Employee from the Board which specifically identifies the manner in which the Board believes that the Employee has not substantially performed failed to perform her reasonably assigned duties for the Employee’s duties; Company or Parent and has failed to remedy such failure within 15 days following written notice from the Company to the Employee notifying her of such failure, (b) the Employee’s willful engagement Employee has willfully engaged in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes Company and/or Parent, (c) the conviction of this Section 4.2the Employee of, no act or failure to act the entry of a pleading of guilty or nolo contendere (or any analogous proceeding) by the Employee shall be considered “willful” unless it to, any crime involving moral turpitude or any felony; (d) the Employee is done, adjudicated bankrupt or omitted to be done, in bad faith and without reasonable belief that makes any arrangement or composition with the Employee’s action 's creditors; or omission was in (e) the best interests Employee becomes of unsound mind or is committed as patient for the Company. 4.3 Upon the death or disability purposes of the Employee. As used in this Agreement, the term “disability” shall mean the Employee’s absence from full-time performance of the Employee’s duties with the Company for 180 consecutive calendar days as a result of incapacity due any legislation relating to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee’s legal representative; 4.4 At the election of either party, upon not less than 60 days’ prior written notice of terminationhealth.

Termination of Employment Period. The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 At the end of any year of the Employment Period in which either party shall have delivered a Non-Renewal Notice; 4.2 At the election of the Company, for Cause (as defined in clause (a) below), immediately upon 12 months written notice by the Company to the Employee, which notice shall identify the Cause upon which the termination is based, and opportunity for the Employee to be heard. No notice shall be required for termination for Cause as defined in clauses (b), (c), (d), or (e) below, except to the extent that notice is required by law in the jurisdiction in which the Employee is employed. For the purposes of this Section 4.24.1, “Cause” shall mean (a) the Employee’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured within 30 days after a written demand for substantial performance is received good faith finding by the Employee from the Board which specifically identifies the manner in which the Board believes that the Employee has not substantially performed failed to perform his reasonably assigned duties for the Employee’s duties; Company or Parent and has failed to remedy such failure within 15 days following written notice from the Company to the Employee notifying him of such failure, (b) the Employee’s willful engagement Employee has willfully engaged in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes Company and/or Parent, (c) the conviction of this Section 4.2the Employee of, no act or failure to act the entry of a pleading of guilty or nolo contendere (or any analogous proceeding) by the Employee shall be considered “willful” unless it to, any crime involving moral turpitude or any felony; (d) the Employee is done, adjudicated bankrupt or omitted to be done, in bad faith and without reasonable belief that makes any arrangement or composition with the Employee’s action creditors; or omission was in (e) the best interests Employee becomes of unsound mind or is committed as patient for the Company. 4.3 Upon the death or disability purposes of the Employee. As used in this Agreement, the term “disability” shall mean the Employee’s absence from full-time performance of the Employee’s duties with the Company for 180 consecutive calendar days as a result of incapacity due any legislation relating to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee’s legal representative; 4.4 At the election of either party, upon not less than 60 days’ prior written notice of terminationhealth.

Termination of Employment Period. The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 At the end of any year of the Employment Period in which either party shall have delivered a Non-Renewal Notice; 4.2 At the election of the Company, for Cause (as defined in clause (a) below), immediately upon 6 months written notice by the Company to the Employee, which notice shall identify the Cause upon which the termination is based, and opportunity for the Employee to be heard. No notice shall be required for termination for Cause as defined in clauses (b), (c), (d), or (e) below, except to the extent that notice is required by law in the jurisdiction in which the Employee is employed. For the purposes of this Section 4.24.1, “Cause” shall mean (a) the Employee’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured within 30 days after a written demand for substantial performance is received good faith finding by the Employee from Board of Directors of the Board which specifically identifies Company (the manner in which the Board believes “Board”) that the Employee has not substantially performed failed to perform his reasonably assigned duties for the Employee’s duties; or Company and has failed to remedy such failure within 15 days following written notice from the Company to the Employee notifying him of such failure, (b) the Employee’s willful engagement Employee has willfully engaged in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes , (c) the conviction of this Section 4.2the Employee of, no act or failure to act the entry of a pleading of guilty or nolo contendere (or any analogous proceeding) by the Employee shall be considered “willful” unless it to, any crime involving moral turpitude or any felony; (d) the Employee is done, adjudicated bankrupt or omitted to be done, in bad faith and without reasonable belief that makes any arrangement or composition with the Employee’s action creditors; or omission was in (e) the best interests Employee becomes of unsound mind or is committed as patient for the Company. 4.3 Upon the death or disability purposes of the Employee. As used in this Agreement, the term “disability” shall mean the Employee’s absence from full-time performance of the Employee’s duties with the Company for 180 consecutive calendar days as a result of incapacity due any legislation relating to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee’s legal representative; 4.4 At the election of either party, upon not less than 60 days’ prior written notice of terminationhealth.

Termination of Employment Period. The employment of the Employee WWS by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 (a) Upon the occurrence of an Approved Termination. In such event, WWS shall inform the Company in writing of any new employment in which he engages prior to October 17, 2007 (“New Employment”) and the amount of compensation he receives from such employment; (b) At the end election of either party at any year time on or after October 17, 2006 upon twenty (20) days written notice to the other party; (c) At the election of WWS, for Good Reason (as defined below), immediately upon written notice by WWS to the Company, which notice shall identify the Good Reason upon which the termination is based. For the purposes of this Section 5, “Good Reason” for termination shall mean (i) a material breach by the Company of the Employment Period in terms of this Agreement, which either party breach is not remedied by the Company within 10 days following written notice from WWS to the Company notifying it of such breach, (ii) removal of WWS as a director of the Company, or (iii) the relocation of WWS’s place of work such that the distance from the Employee’s residence to his place of work is increased by more than 50 miles; provided, that if an event constituting Good Reason occurs and WWS does not give notice to terminate within 30 days after such occurrence, WWS shall not have delivered a Non-Renewal Notice;the right to terminate his employment with respect to such occurrence; or 4.2 (d) At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the EmployeeWWS, which notice shall identify the Cause upon which the termination is based. For the purposes of this Section 4.25, “Cause” shall mean (ai) the Employee’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured within 30 days after a written demand for substantial performance is received by the Employee from the Board which specifically identifies the manner in which the Board believes the Employee has not substantially performed the Employee’s duties; or (b) the Employee’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this Section 4.2, no act or failure to act by the Employee shall be considered “willful” unless it is done, or omitted to be done, in bad good faith and without reasonable belief that the Employee’s action or omission was in the best interests of the Company. 4.3 Upon the death or disability of the Employee. As used in this Agreement, the term “disability” shall mean the Employee’s absence from full-time performance of the Employee’s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected finding by the Company that (A) WWS has failed to perform his reasonably assigned duties for the Company and has failed to remedy such failure within 10 days following written notice from the Company to WWS notifying him of such failure, or its insurers and acceptable to (B) WWS has engaged in dishonesty, gross negligence or misconduct, or (ii) the Employee indictment of WWS for, or the Employee’s legal representative; 4.4 At the election entry of either partya pleading of guilty or nolo contendere by WWS to, upon not less than 60 days’ prior written notice of terminationany crime involving moral turpitude or any felony.

Termination of Employment Period. The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 At the end of any year Expiration of the Employment Period in which either party shall have delivered a Non-Renewal NoticePeriod; 4.2 At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Employee, which notice shall identify the Cause upon which the termination is based. For the purposes of this Section 4.2, “Cause” shall mean (a) the Employee’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured within 30 days after a written demand for substantial performance is received good faith finding by the Employee from the Board which specifically identifies the manner in which the Board believes Company that (i) the Employee has not substantially performed failed in any material respect to perform his reasonably assigned duties for the Employee’s duties; Company and has failed to remedy such failure within 10 days following written notice from the Company to the Employee notifying him of such failure, or (ii) the Employee has engaged in dishonesty, gross negligence or misconduct with respect to the Company, or (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any crime involving moral turpitude or any felony; 4.3 At the election of the Employee’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious , for Good Reason (as defined below), immediately upon written notice by the Employee to the Company, which notice shall identify the Good Reason upon which the termination is based. For the purposes of this Section 4.24.3, no act or failure to act by the Employee “Good Reason” for termination shall be considered “willful” unless it is done, or omitted to be done, mean (i) a material adverse change in bad faith and without reasonable belief that the Employee’s action authority, duties or omission was in compensation without the best interests prior consent of the CompanyEmployee, (ii) a material breach by the Company of the terms of this Agreement (other than of Section 3.7), which breach is not remedied by the Company within 10 days following written notice from the Employee to the Company notifying it of such breach or (iii) any requirement imposed by Section 307 of the Xxxxxxxx-Xxxxx Act or any rule promulgated thereunder. 4.3 4.4 Upon the death or disability of the Employee. As used in this Agreement, the term “disability” shall mean the Employee’s absence from full-time performance inability of the Employee’s duties with the Company for 180 consecutive calendar days as a result of incapacity , due to a physical or mental disability, for a period of 90 days, whether or physical illness which not consecutive, during any 360-day period to perform the services contemplated under this Agreement, with or without reasonable accommodation as that term is determined to defined under state or federal law. A determination of disability shall be total and permanent made by a physician selected by satisfactory to both the Employee and the Company, provided that if the Employee and the Company or its insurers and acceptable to do not agree on a physician, the Employee or and the Employee’s legal representativeCompany shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties; 4.4 4.5 At the election of either party, upon not less than 60 30 days’ prior written notice of termination.

Termination of Employment Period. The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 At the end of any year Expiration of the Employment Period in which either party shall have delivered a Non-Renewal NoticePeriod; 4.2 At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Employee, which notice shall identify the Cause upon which the termination is based. For the purposes of this Section 4.2, “Cause” shall mean (a) the Employee’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured within 30 days after a written demand for substantial performance is received good faith finding by the Employee from the Board which specifically identifies the manner in which the Board believes Company that (i) the Employee has not substantially performed repeatedly failed to perform his assigned duties for the Employee’s duties; Company, or (ii) the Employee has engaged in dishonesty, gross negligence or misconduct, or (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any crime involving moral turpitude or any felony; 4.3 At the election of the Employee’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious , for Good Reason (as defined below), immediately upon written notice by the Employee to the Company, which notice shall identify the Good Reason upon which the termination is based. For the purposes of this Section 4.24.3, no act “Good Reason” for termination shall mean (i) a material adverse change in the Employee’s authority, duties or failure to act compensation without the prior written consent of the Employee (provided that neither the hiring of a chief operating officer nor the hiring of a chief financial officer by the Company and the relinquishment of such title and associated duties by the Employee shall be considered “willful” unless constitute Good Reason hereunder), (ii) a material breach by the Company of the terms of this Agreement, which breach is not remedied by the Company within ten (10) days following written notice from the Employee to the Company notifying it is done, of such breach or omitted to be done, in bad faith and without reasonable belief that (iii) the relocation of the Employee’s action or omission was in the best interests place of work more than fifty (50) miles from the Company’s current executive offices. 4.3 4.4 Upon the death or disability of the Employee. As used in this Agreement, the term “disability” shall mean the Employee’s absence from full-time performance inability of the Employee’s duties with the Company for 180 consecutive calendar days as a result of incapacity , due to a physical or mental disability, for a period of ninety (90) days, whether or physical illness which not consecutive, during any three hundred sixty (360)-day period, to perform the services contemplated under this Agreement, with or without reasonable accommodation as that term is determined to defined under state or federal law. A determination of disability shall be total and permanent made by a physician selected by satisfactory to both the Employee and the Company; provided, that, if the Employee and the Company or its insurers and acceptable to do not agree on a physician, the Employee or and the Employee’s legal representativeCompany shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties; 4.4 4.5 At the election of either party, upon not less than 60 one hundred eighty (180) days’ prior written notice of termination.

Termination of Employment Period. The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 At the end of any year Expiration of the Employment Period in (which either party shall have delivered a Non-Renewal Noticeincludes any automatic extension thereof); 4.2 At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Employee, which notice shall identify the Cause upon which the termination is based. For the purposes of this Section 4.2, “Cause” shall mean (a) a good faith finding by the Employee’s willful and continued failure Company that (i) the Employee has failed to substantially perform in any material respect his reasonable assigned duties for the Company (other than any such failure resulting from incapacity due to physical or mental illness)) and, which if capable of being remedied, (A) has failed to take appropriate action to remedy such failure is not cured within 10 business days following written notice from the Company to the Employee notifying him of such failure, and (B) has failed to remedy such failure within 30 days after a following such written demand for substantial performance is received by the Employee from the Board which specifically identifies the manner in which the Board believes notice, or (ii) the Employee has not substantially performed the Employee’s duties; or (b) the Employee’s willful engagement engaged in illegal conduct fraud, gross negligence or gross misconduct misconduct, which in each case is materially and demonstrably injurious to the Company, or (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any crime involving moral turpitude or any felony; 4.3 At the election of the Employee, for Good Reason (as defined below), immediately upon written notice by the Employee to the Company, which notice shall identify the Good Reason upon which the termination is based. For the purposes of this Section 4.24.3, no act or failure to act by the Employee “Good Reason” for termination shall be considered “willful” unless it is done, or omitted to be done, mean (i) a material reduction in bad faith and without reasonable belief that the Employee’s action authority, duties or omission was in compensation without the best interests prior written consent of the Employee, (ii) a material breach by the Company of the terms of this Agreement, which breach, if capable of being remedied (A) the Company has not taken appropriate action to remedy within 10 business days following written notice from the Employee to the Company notifying it of such breach and (B) is not remedied by the Company within 30 days following such written notice, or (iii) the relocation of the Employee’s place of work more than 30 miles from the Company’s current facilities in Farmington, Connecticut. 4.3 4.4 Upon the death or disability of the Employee. As used in this Agreement, the term “disability” shall mean the Employee’s absence from full-time performance inability of the Employee’s duties with the Company for 180 consecutive calendar days as a result of incapacity , due to a physical or mental disability, for a period of 90 days, whether or physical illness which not consecutive, during any 360-day period to perform the services contemplated under this Agreement, with or without reasonable accommodation as that term is determined to defined under state or federal law. A determination of disability shall be total and permanent made by a physician selected by satisfactory to both the Employee and the Company, provided that if the Employee and the Company or its insurers and acceptable to do not agree on a physician, the Employee or and the Employee’s legal representativeCompany shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties; 4.4 4.5 At the election of either party, upon not less than 60 90 days’ prior written notice of termination.

Termination of Employment Period. The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 At the end of any year Expiration of the Employment Period in (which either party shall have delivered a Non-Renewal Noticeincludes any automatic extension thereof); 4.2 At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Employee, which notice shall identify the Cause upon which the termination is based. For the purposes of this Section 4.2, “Cause” shall mean (a) a good faith finding by the Employee’s willful and continued failure Company that (i) the Employee has failed to substantially perform in any material respect his reasonable assigned duties for the Company (other than any such failure resulting from incapacity due to physical or mental illness)) and, which if capable of being remedied, (A) has failed to take appropriate action to remedy such failure is not cured within 10 business days following written notice from the Company to the Employee notifying him of such failure, and (B) has failed to remedy such failure within 30 days after a following such written demand for substantial performance is received by the Employee from the Board which specifically identifies the manner in which the Board believes notice, or (ii) the Employee has not substantially performed the Employee’s duties; or (b) the Employee’s willful engagement engaged in illegal conduct fraud, gross negligence or gross misconduct misconduct, which in each case is materially and demonstrably injurious to the Company, or (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any crime involving moral turpitude or any felony; 4.3 At the election of the Employee, for Good Reason (as defined below), immediately upon written notice by the Employee to the Company, which notice shall identify the Good Reason upon which the termination is based. For the purposes of this Section 4.24.3, no act or failure to act by the Employee “Good Reason” for termination shall be considered “willful” unless it is done, or omitted to be done, mean (i) a material reduction in bad faith and without reasonable belief that the Employee’s authority, duties or compensation without the prior written consent of the Employee, (ii) a material breach by the Company of the terms of this Agreement, which breach, if capable of being remedied, (A) the Company has not taken appropriate action to remedy within 10 business days following written notice from the Employee to the Company notifying it of such breach, and (B) is not remedied by the Company within 30 days following such written notice, (iii) the relocation of the Employee’s place of work more than 30 miles from the Company’s current facilities in Farmington, Connecticut, or omission was in the best interests (iv) a Change of Control (as defined below) of the Company. 4.3 Upon the death or disability of the Employee. As used in this Agreement, the term “disability” shall mean the Employee’s absence from full-time performance of the Employee’s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee’s legal representative; 4.4 At the election of either party, upon not less than 60 days’ prior written notice of termination.

Termination of Employment Period. The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 At the end of any year Expiration of the Employment Period in (which either party shall have delivered a Non-Renewal Noticeincludes any automatic extension thereof); 4.2 At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Employee, which notice shall identify the Cause upon which the termination is based. For the purposes of this Section 4.2, “Cause” shall mean (a) a good faith finding by the Employee’s willful and continued failure Company that (i) the Employee has failed to substantially perform in any material respect his reasonable assigned duties for the Company (other than any such failure resulting from incapacity due to physical or mental illness)) and, which if capable of being remedied, (A) has failed to take appropriate action to remedy such failure is not cured within 10 business days following written notice from the Company to the Employee notifying him of such failure, and (B) has failed to remedy such failure within 30 days after a following such written demand for substantial performance is received by the Employee from the Board which specifically identifies the manner in which the Board believes notice, or (ii) the Employee has not substantially performed the Employee’s duties; or (b) the Employee’s willful engagement engaged in illegal conduct fraud, gross negligence or gross misconduct misconduct, which in each case is materially and demonstrably injurious to the Company, or (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any crime involving moral turpitude or any felony; 4.3 At the election of the Employee, for Good Reason (as defined below), immediately upon written notice by the Employee to the Company, which notice shall identify the Good Reason upon which the termination is based. For the purposes of this Section 4.24.3, no act or failure to act by the Employee “Good Reason” for termination shall be considered “willful” unless it is done, or omitted to be done, mean (i) a material reduction in bad faith and without reasonable belief that the Employee’s action authority, duties or omission was in compensation without the best interests prior written consent of the Employee, (ii) a material breach by the Company of the terms of this Agreement, which breach, if capable of being remedied, (A) the Company has not taken appropriate action to remedy within 10 business days following written notice from the Employee to the Company notifying it of such breach, and (B) is not remedied by the Company within 30 days following such written notice, or (iii) the relocation of the Employee’s place of work more than 30 miles from the Company’s current facilities in Farmington, Connecticut. 4.3 4.4 Upon the death or disability of the Employee. As used in this Agreement, the term “disability” shall mean the Employee’s absence from full-time performance inability of the Employee’s duties with the Company for 180 consecutive calendar days as a result of incapacity , due to a physical or mental disability, for a period of 90 days, whether or physical illness which not consecutive, during any 360-day period to perform the services contemplated under this Agreement, with or without reasonable accommodation as that term is determined to defined under state or federal law. A determination of disability shall be total and permanent made by a physician selected by satisfactory to both the Employee and the Company, provided that if the Employee and the Company or its insurers and acceptable to do not agree on a physician, the Employee or and the Employee’s legal representativeCompany shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties; 4.4 4.5 At the election of either party, upon not less than 60 90 days’ prior written notice of termination.

Termination of Employment Period. The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following: 4.1 At the end of any year of the Employment Period in which either party shall have delivered a Non-Renewal Notice; 4.2 At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Employee, which notice shall identify the Cause upon which the termination is based. For the purposes of this Section 4.2, “Cause” shall mean (a) the Employee’s willful and continued failure to substantially perform his reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured within 30 days after a written demand for substantial performance is received by the Employee from the Board which specifically identifies the manner in which the Board believes the Employee has not substantially performed the Employee’s duties; or (b) the Employee’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this Section 4.2, no act or failure to act by the Employee shall be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Employee’s action or omission was in the best interests of the Company. 4.3 At the election of the Employee, for Good Reason (as defined below), immediately upon written notice by the Employee to the Company, which notice shall identify the Good Reason upon which the termination is based. For the purposes of this Section 4.3, “Good Reason” for termination shall mean (i) a material adverse change in Employee’s authority, duties or compensation without the prior consent of the Employee, (ii) the relocation of the Employee’s principal place of work such that the distance from the Employee’s residence to such place of work is increased by more than 50 miles, or (iii) the commission by the Company of a material breach of this Agreement which is not remedied by the Company within 90 days of notice thereof by the Employee. 4.4 Upon the death or disability of the Employee. As used in this Agreement, the term “disability” shall mean the Employee’s absence from full-time performance of the Employee’s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is as determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee’s legal representative; 4.4 4.5 At the election of either party, upon not less than 60 days’ prior written notice of termination.