Common use of Termination Provisions Clause in Contracts

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. Except as provided in paragraphs (a) In addition to2), and not in lieu of(3) below, if an Optionee's employment by, or relationship with, the Corporation is terminated voluntarily or, by the Corporation, whether such termination provisions is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole and absolute discretion, within thirty (30) days of such termination, waive the expiration of any Option awarded under the Plan, by giving written notice of such waiver to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and conditions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of subparagraph (i) above. The determination as to whether a willful and reckless disregard to perform his duties as set forth in Section 3 herein, termination is voluntary or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice made by the Option Committee, whose decision shall be final and conclusive. If an Optionee ceases to be employed by or ceases to perform services to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature Corporation by reason of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraphdeath or Disability, the Company aggregate amount of unexercised Options granted hereunder shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company thereupon become fully vested and immediately exercisable and shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the "Remainder Term")Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the Company shall also continue for end of such one (1) year period unless such Options by their terms expire before such date. If the Remainder Term Optionee ceases to permit the Executive be employed by, or ceases to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable provide services to the Executive pursuant to this Section 11(b)Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and any fringe benefits which he receives immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in which he participates pursuant the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companysuch date.

Termination Provisions. (a1) In addition toExcept as provided in paragraphs (2), and not in lieu of(3) below, if an Optionee's employment by, or relationship with, the Corporation is terminated voluntarily or, by the Corporation, whether such termination provisions is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole and absolute discretion, within thirty (30) days of such termination, waive the expiration of any Option awarded under the Plan, by giving written notice of such waiver to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and conditions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of subparagraph (i) above. The determination as to whether a willful and reckless disregard to perform his duties as set forth in Section 3 herein, termination is voluntary or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to made by the Executive which notice Option Committee, whose decision shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executivefinal and conclusive. (b2) Notwithstanding any provisions in this Agreement If an Optionee ceases to be employed by or ceases to perform services to the contraryCorporation by reason of death or Disability, the Company may terminate the employment aggregate amount of the Executive without Cause, but in such event the Company unexercised Options granted hereunder shall be obligated to pay the Executive any thereupon become fully vested and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the "Remainder Term")Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the Company shall also continue for end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Remainder Term Optionee ceases to permit the Executive be employed by, or ceases to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable provide services to the Executive pursuant to this Section 11(b)Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and any fringe benefits which he receives immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in which he participates pursuant the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companysuch date.

Termination Provisions. 41.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. Except as provided in paragraphs (a) In addition to2), and not in lieu of(3) below, if an Optionee's employment by, or relationship with, the Corporation is terminated voluntarily or, by the Corporation, whether such termination provisions is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole and absolute discretion, within thirty (30) days of such termination, waive the expiration of any Option awarded under the Plan, by giving written notice of such waiver to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and conditions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of subparagraph (i) above. The determination as to whether a willful and reckless disregard to perform his duties as set forth in Section 3 herein, termination is voluntary or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon made by the Option Committee, whose decision shall be final and conclusive. If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date. Exercise, Payment and Delivery of Stock. This Option may be exercised by the Optionee or other person then entitled to exercise it by delivery of a written notice to the Executive Secretary of the Corporation together with this Option Agreement specifying the number of Options intended to be exercised and the exercise price and accompanied by payment in full of the exercise price for the number of Shares with respect to which the Option is exercised. If the Corporation is required to withhold any federal, state or local tax as a result of such exercise, the notice shall also be accompanied by a sworn affidavit from at least two non-interested parties, setting forth with specificity check payable to the exact nature Corporation in payment of the "cause" applicable amount required to be withheld, unless alternate arrangements have been agreed to between the parties to satisfy any applicable withholding obligations. Payment for Shares may be made in cash, or with the approval of the Option Committee (which may be withheld in its sole discretion) with Shares having a fair market value on the date of exercise equal to the exercise price, or a combination of cash and Shares. In addition, subject to the approval of the Option Committee (which may be withheld in its sole discretion), payment may be effected wholly or partly by monies borrowed from the Corporation pursuant to the terms of a promissory note, the terms and conditions of which shall be determined from time to time by the Option Committee. An Optionee may purchase less than the total numbers of Shares for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraphOptions are then exercisable, the Company provided, however, that any partial exercise shall not be obligated to make for less than 100 Shares and shall not include any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryfractional Shares. No Optionee, the Company may terminate the employment legal representative of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termOptionee, as the case may be, of the Agreement in effect immediately prior to such terminationshall be, or (ii) one (1) year (shall be deemed to be, the "Remainder Term"), owner of any Shares covered by an Option unless and the Company shall also continue until certificates for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable Shares are issued to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives Optionee or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits such Optionee's representative under the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the CompanyPlan.

Termination Provisions. 13.1 The Executive acknowledges and agrees that (notwithstanding that the personal contact is between him and representatives of the Business Partners) the relationship with them is one which exists with the Company and is valuable to the Company and that, so far as concerns those Business Partners whose business is handled by the Executive, it is capable of being damaged inter alia upon the cessation for any reason of the contract of employment between the Company and the Executive. For the purposes of permitting the Company to ensure so far as possible that any such damage is minimised, and so as to preserve the Company’s relationship with its Business Partners after the termination of the contract of employment, and to ensure the continued proper servicing of the requirements of such Business Partners the Executive hereby undertakes: (a) In addition to, generally to co-operate with the Company and not in lieu of, comply with the termination provisions set forth in Section 6 herein, the employment instructions of the Executive hereunder may be terminated Board in securing the handover of the affairs of any such Client, Agent, Supplier or Distributor to any other employee(s) designated by the Company prior in a manner which will or is designed to ensure that the Company’s relationship with such Client is preserved and that the Client continues to receive a proper service from the Company; and acknowledges that any breach of the above undertakings may cause loss or damage to the termination date Company for which it may reasonably seek compensation or injunctive relief from him. 13.2 With a view to ensuring that the Executive’s departure can be arranged with the minimum of inconvenience or disruption to the business of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that Company and its relationship with its Clients and its other employees, the Executive is guilty undertakes to mutually agree with his Line Manager the timing and manner of (i) a willful any communication about his departure, and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) refrain from informing any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's ’s colleagues (excluding his Line Manager and the Board) about the proposed cessation of his employment by hereunder, other than within the agreed communication plan. 13.3 The Executive acknowledges the right of the Company for reckless disregard to monitor and control the performance of his duties to its employees and ensure the Company, willful misfeasance or an act proper servicing of dishonesty with respect to the Company hereunder shall constituterequirements of its Clients, and is referred acknowledges the fiduciary obligations attaching to elsewhere herein, as termination for "Causehis position." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. (a) In addition toIf the Company terminates Executive's employment for Cause, or if Executive terminates his employment without Good Reason, then in any such case (i) Executive shall be entitled to Base Salary and not Benefits for the period ending on the Termination Date; and (ii) Executive shall be entitled to any unpaid Incentive Compensation for any calendar year ending prior to the year in lieu ofwhich the Termination Date occurs, as well as any Incentive Compensation for the termination provisions set forth calendar year in Section 6 herein, which the employment Termination Date occurs pro-rated based on the portion of the Base Salary paid to Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executivesuch year. (b) Notwithstanding any provisions in this Agreement to the contrary, If the Company may terminate the terminates Executive's employment of the Executive without Cause, but if Executive terminates his employment for Good Reason or if Executive's employment terminates by reason of his death or Disability, then in any such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of case (i) Executive shall be entitled to Base Salary and Benefits for the remainder period ending on the Termination Date; (ii) Executive shall be entitled to any unpaid Incentive Compensation for any calendar year ending prior to the year in which the Termination Date occurs, as well as Incentive Compensation for the calendar year in which the Termination Date occurs pro-rated based on the portion of Base Salary paid to Executive by the initial term Company in such year (it being agreed that if the Termination Date is prior to January 1, 2000, in no event shall the amount of Executive's Incentive Compensation payable pursuant to this Section 4(b)(ii) be less than the amount referenced in the last sentence of Section 3(c)); and (iii) if, and only if, Executive (or the extended termhis estate, guardian or personal representative, as the case may be) signs and delivers to the Company a complete general release of claims in the form of Annex B attached hereto, then Executive shall be entitled to his Base Salary (but no Incentive Compensation) for the period commencing on the Termination Date and ending on the later of (x) December 31, 2001 and (y) the date which is one year after the Termination Date, together with any other Benefits as may be provided under the terms of any applicable written plan, program or arrangement of the Agreement Company applicable to senior executives of the Company. If Executive does not comply with the terms of Section 4(b)(iii), above, within 30 days after the Termination Date, then Executive shall only be entitled to payments as set forth in effect immediately prior to such terminationSections 4(b)(i), or (ii) one (1) year (the "Remainder Term"and 4(b)(ii), above, and the Company shall also continue not be responsible for any further payments to Executive. (c) Any amounts owed by the Remainder Term Company to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during 4(b)(iii) shall be paid at such times and in such manner as if the Remainder Term termination giving rise to such payments had not occurred (with the Company retaining the right to prepay all or any amounts payable portion of such amount at any time in its sole discretion). The Company's obligation to the Executive make any payments pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), 4(b) shall be reduced by conditioned upon Executive's continued and continuing compliance with the terms and conditions of this Agreement (including, without limitation, Section 6 hereof). (d) Except as otherwise specified herein, if Executive's employment terminates on any payments or fringe benefits date other than the Executive last day of a month, Executive's compensation for that month shall receive during be calculated on the Remainder Term from any other source basis of employment a fraction, the numerator of which is unaffiliated with the number of calendar days during that month that Executive is in the Company's employ and the denominator of which is the number of days in that month.

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an any act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executiveExecutive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions anything in this Agreement to the contrary, if, in the opinion of counsel for the Company (which counsel shall be reasonably acceptable to the Registering Stockholder, provided that O'Melveny & Xxxxx LLP and Holme Xxxxxxx & Xxxx LLP shall be deemed reasonably acceptable to the Registering Stockholder for purposes of this Section 5(a)), there shall have arisen any legal impediment to the offering of Transaction Registrable Shares pursuant to this Agreement or if any legal action or administrative proceeding shall have been instituted or threatened or any other claim shall have been made relating to the registration or the offer made by the related prospectus or against any of the parties involved in the offering, the Company may at any time upon written notice (a "TERMINATION NOTICE") to each Registering Stockholder participating in the registration (1) terminate the employment effectiveness of the Executive without Causerelated Registration Statement or (2) withdraw from the Registration Statement the Transaction Registrable Shares owned by the Registering Stockholder; provided that, but in such event promptly after those matters shall be resolved to the satisfaction of counsel for the Company, then the Company shall be obligated to pay the Executive any and all amounts payable to the Executive notify each affected Registering Stockholder in writing that such matters have been resolved and, pursuant to Section 4 above for the greater of (i) the remainder of the initial term 1 or the extended term2, as the case may be, shall, upon the written direction of such affected Registering Stockholder and subject to the limitations in Section 1(b) or elsewhere herein, cause the registration of Transaction Registrable Shares formerly covered by the Registration Statement that were removed from registration by the action of the Agreement in effect immediately prior Company. (b) If the Company shall take any action pursuant to such terminationSection 5(a) with respect to a Registering Stockholder or other holder of Registrable Shares, or (ii) then the period during which the Registering Stockholder may exercise its rights under Sections 1 and 2 shall be extended by one day beyond the Termination Date for a number of days equal to (1) year (the "Remainder Term"), and number of days during which the Company shall also continue for be required under Section 3(e) to cause the Remainder Term Registration Statement to permit remain effective under the Executive Securities Act and the Prospectus to receive or participate in all fringe benefits available to him remain current minus (2) the number of days during which the Registration Statement was effective before the date of the action taken pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b5(a), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. (a) In addition to, This Agreement and not in lieu of, the termination provisions set forth in Section 6 herein, the Executive’s employment of the Executive hereunder may be terminated by the Company prior Employer without notice at any time for just cause at law, without providing any notice of termination, or pay in lieu thereof, or any other payments or benefit continuation, save and except any wages and vacation pay that may be owing up to the termination date Executive’s last day of the initial term or any renewal term thereafter (as set forth in Section 2 hereofactive employment. b) for sufficient "cause," which cause is defined specifically in In the event that the Executive’s employment is terminated without just cause within the first twelve (12) months of employment, the Executive is guilty will be provided with notice or pay in lieu of notice of six (i6) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the months base salary. The Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated entitled to make any further payments hereunder participate in the Executive Performance Incentive Plan through this notice period but shall be entitled to receive a pro-rated payment, if eligible in accordance with the executive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment terms of the Executive without CausePerformance Incentive Plan, but in such event the Company shall be obligated to pay the Executive any and all amounts payable for service up to the Executive pursuant to Section 4 above for Executive’s last day of active employment. If the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) Executive’s employment is terminated without just cause after one (1) year of service, the Executive will be provided with notice or pay in lieu of notice of twelve (12) months plus one (1) month for every completed year of service, up to a maximum of eighteen (18) months base salary plus a payment in lieu of the "Remainder Term")Executive’s entitlement under the Executive Performance Incentive Plan through this notice period. The payment in lieu of the Executive’s entitlement under the Executive Performance Incentive Plan shall be determined as follows: (i) where the Executive’s employment is terminated without just cause after the first twelve (12) months of employment but prior to the completion of the first thirty-six (36) months of employment, the payment shall be based on the payment received by the Executive in the year immediately preceding the termination; and (ii) where the Company Executive’s employment is terminated without just cause after the first thirty-six (36) months of employment, the payment shall also continue be based on the average payment received by the Executive in the three years immediately preceding the termination. c) The Executive may resign from his employment with the Employer at any time upon providing his manager and Human Resources at least four (4) weeks' advance notice in writing. The Employer may waive all or part of such notice in its sole discretion, in which case the Executive will nevertheless still be compensated for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source full notice period at his regular rate of employment which is unaffiliated with the Companypay.

Termination Provisions. (a) In addition toExcept as otherwise provided in this ---------------------- Section 2, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) the provisions of Section 6.1(a) of the License Agreement shall not be affected by the granting by the Borrower to the Security Agent of a willful security interest in the Trademark Collateral and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty exercise by the Executive bearing directly upon Security Agent of any right, remedy, power or privilege under the Company. Termination Security Documents shall be subject to the provisions of Section 6.1(a) of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executiveLicense Agreement. (b) Notwithstanding any provisions in this Agreement anything to the contrarycontrary set forth in the License Agreement (and except as provided in Section 2(c) hereof), the Company may terminate the employment original 20-year term of the Executive without CauseLicense Agreement and each License granted thereunder, but as specified in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of clause (i) the remainder of Section 6.1(a) of the initial term License Agreement, shall not be affected by any event specified in clause (ii), (iii) or the extended term, as the case may be, (iv) of Section 6.1(a) of the Agreement in effect immediately License Agreement, unless such event occurs prior to the occurrence of a Foreclosure Event and without causing any Default or Event of Default (each as defined in the Credit Agreement) under the Credit Agreement as such terminationCredit Agreement is now in effect. (c) Notwithstanding paragraph (b) above, upon and after the occurrence of a Foreclosure Event, the early termination provisions set forth in clause (iii) of Section 6.1(a) of the License Agreement shall apply if the Successor Licensee is or (iiby virtue of an acquisition, merger, consolidation or other business combination or otherwise) one becomes a person or entity which competes with any retail or catalogue business conducted by The Limited or any of its affiliates on the date hereof, determined as provided in the Trademark Agreement. (1d) year Notwithstanding anything to the contrary set forth in the License Agreement (the "Remainder Term"and except as otherwise provided in Section 2(e) hereof), and The Limited shall not exercise its right to terminate the Company shall also continue for the Remainder Term to permit the Executive to receive License Agreement or participate in all fringe benefits available to him any License granted thereunder pursuant to clause (3) of Section 5 above; provided6.1(b) of the License Agreement, howeverunless the Obligations have been finally and indefeasibly paid in full and a Foreclosure Event shall not have occurred. (e) Following the occurrence of a Foreclosure Event, that during the Remainder Term License Agreement or any amounts payable License granted thereunder may be terminated by The Limited in the event of the occurrence with respect to any Successor Licensee of an event of the Executive pursuant to this type specified in clause (3) of Section 11(b6.1(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 hereinhereof, the employment of the Executive Employee hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive Employee is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affectedmisfeasance, or (iii) any act of dishonesty by the Executive bearing directly upon Employee with respect to the Company. Termination of the ExecutiveEmployee's employment by the Company for either willful misfeasance or reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." ". Such termination of the ExecutiveEmployee's employment hereunder for Cause shall be effective immediately upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, Employee setting forth with specificity the exact nature of the "cause" reason or reasons for which the Executive is being terminatedsuch termination. Upon the termination of this Agreement for "cause" as set forth in accordance with this subparagraphSection 11(a), the Company shall not be obligated to make any further payments hereunder to the executiveEmployee. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive Employee without Cause, but in such event the Company shall be obligated to pay the Executive Employee any and all amounts payable to the Executive Employee pursuant to Section 4 Sections 4(a) and (e) and 5(c) above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year termination (the "Remainder Term"), and but in no event shall the Employee receive less than twelve months Base Salary. The Company shall also continue for the Remainder Term to permit the Executive Employee to receive or participate in all fringe benefits the Company's medical, disability, hospital and health insurance plans and life insurance and other plans, if any, which the Company may generally make available to him pursuant to Section 5 aboveits executive employees for such period of time as Employee, or receive equivalent cash consideration; provided, however, that during the Remainder Term any amounts payable Company shall not be required to provide such fringe benefits to the Executive pursuant to this Section 11(b), and any fringe extent Employee receives such benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment employment. Except to the extent provided by a new employer, notwithstanding anything which is unaffiliated may be to the contrary above, the Company shall purchase and maintain a term life insurance policy of $100,000 on the life of the Employee during the Remainder Term with the CompanyEmployee's estate (or his designated beneficiary) as the beneficiary of such policy.

Termination Provisions. ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 42.1 ADMINISTRATOR may terminate this Agreement without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 42.2 For ninety (90) calendar days prior to the termination expiration date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinthis Agreement, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act upon notice of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Agreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for "cause" any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this subparagraphAgreement. 42.4 The obligations of COUNTY under this Agreement are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY’s maximum funding obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or provision of this Agreement or the application thereof is held invalid, void, or unenforceable, the Company shall not be obligated to make any further payments hereunder to remainder of the executive. (b) Notwithstanding any provisions in this Agreement to the contraryshall remain in full force and effect and shall in no way be affected, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. (a) In addition to, This Agreement and not in lieu of, the termination provisions set forth in Section 6 herein, the Executive’s employment of the Executive hereunder may be terminated by the Company prior Employer without notice at any time for just cause at law, without providing any notice of termination, or pay in lieu thereof, or any other payments or benefit continuation, save and except any wages and vacation pay that may be owing up to the termination date Executive’s last day of the initial term or any renewal term thereafter (as set forth in Section 2 hereofactive employment. b) for sufficient "cause," which cause is defined specifically in In the event that the Executive’s employment is terminated without just cause within the first twelve (12) months of employment, the Executive is guilty will be provided with notice or pay in lieu of notice of six (i6) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the months base salary. The Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated entitled to make any further payments hereunder participate in the Executive Performance Incentive Plan through this notice period but shall be entitled to receive a pro-rated payment, if eligible in accordance with the executive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment terms of the Executive without CausePerformance Incentive Plan, but in such event the Company shall be obligated to pay the Executive any and all amounts payable for service up to the Executive pursuant to Section 4 above for Executive’s last day of active employment. If the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) Executive’s employment is terminated without just cause after one (1) year of service, the Executive will be provided with notice or pay in lieu of notice of twelve (12) months plus one (1) month for every completed year of service, up to a maximum of eighteen (18) months base salary plus a payment in lieu of the "Remainder Term")Executive’s entitlement under the Executive Performance Incentive Plan through this notice period. The payment in lieu of the Executive’s entitlement under the Executive Performance Incentive Plan shall be determined as follows: (i) where the Executive’s employment is terminated without just cause after the first twelve (12) months of employment but prior to the completion of the first thirty-six (36) months of employment, the payment shall be based on the payment received by the Executive in the year immediately preceding the termination; and (ii) where the Company Executive’s employment is terminated without just cause after the first thirty-six (36) months of employment, the payment shall also continue be based on the average payment received by the Executive in the three years immediately preceding the termination. c) The Executive may resign from her employment with the Employer at any time upon providing her manager and Human Resources at least four (4) weeks' advance notice in writing. The Employer may waive all or part of such notice in its sole discretion, in which case the Executive will nevertheless still be compensated for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source full notice period at her regular rate of employment which is unaffiliated with the Companypay.

Termination Provisions. 42.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 42.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 42.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. 40.1 ADMINISTRATOR may terminate this Contract without penalty, immediately with cause or after thirty (a30) In addition todays written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of mailing. Cause shall include, but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and not repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in lieu ofthe reasonable opinion of COUNTY, the termination provisions set forth in Section 6 herein, the employment indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the Executive hereunder may be terminated by the Company right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 40.2 For ninety (90) calendar days prior to the termination expiration date of this Contract, or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the initial term orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 40.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any renewal term thereafter (other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such media as set forth reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in Section 2 hereof) breach of this Contract. 40.4 The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient "cause," which cause is defined specifically funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that the Executive such funding is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 hereinterminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or (ii) willful misfeasance for which the Company is directly and adversely affectedmodify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 40.5 If any term, covenant, condition, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination provision of this Agreement for "cause" as set forth in this subparagraphContract or the application thereof is held invalid, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contraryvoid, the Company may terminate the employment of the Executive without Causeor unenforceable, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termprovisions in this Contract shall remain in full force and effect and shall in no way be affected, as the case may be, of the Agreement in effect immediately prior to such terminationimpaired, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Companyinvalidated thereby.

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 hereinof this Agreement, the employment of the Executive Employee hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of Employee (i) a willful and reckless disregard to perform his duties as set forth breaches this Agreement in Section 3 herein, any material respect or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) engages in any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constituteCompany, including any act of willful misfeasance (the foregoing reasons for termination set forth under clauses (i) and is (ii) above are sometimes referred to elsewhere herein, hereinafter as termination for "Cause." "). Such termination of the ExecutiveEmployee's employment hereunder for Cause shall be effective immediately upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, Employee setting forth with specificity the exact nature of the "cause" reason or reasons for which the Executive is being terminatedsuch termination. Upon the termination of this Agreement for "cause" as set forth in accordance with this subparagraphSection 10(a), the Company shall not be obligated to make any further payments hereunder to the executiveEmployee. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive Employee hereunder without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable Employee's base annual salary for a period of six (6) months after the Company gives written notice of such termination (such period being referred to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, herein as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive Employee to receive or participate in all fringe benefits available to him pursuant to Section 5 5(a) above; provided, however, that from time to time during the Remainder Term the Employee shall provide such service to the Company as it shall reasonably request relating to the duties of the Employee during the term of this Agreement; and provided, further, that during the Remainder Term any amounts payable to the Executive Employee pursuant to this Section 11(b10(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b10(b), shall be reduced by any payments or fringe benefits the Executive Employee shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company. (c) In the event of a "change of control" (as hereinafter defined) of the Company during the term of the Employee's employment hereunder, the Employee may terminate his employment with the Company by giving thirty (30) days' notice thereof within six months after the occurrence of such change of control. If the Employee terminates his employment under this Section 10(c) or is terminated without cause within six (6) months after a change of control, the Company shall pay the Employee an amount equal to his then annual base salary pursuant to Section 4 above plus a ratable portion of the amount paid to him under Section 4(b) with respect to the preceding calendar year, if any, based upon the proportion that 9 the number of full calendar months that he was employed during the year of termination bears to 12. The Employee shall have the option to have such payment made in a lump sum payable on the date of termination or in three equal installments payable upon termination and two months and four months after termination. The Company shall also continue for such period to permit the Employee to receive or participate in all fringe benefits available to him pursuant to Section 5(a) above for a period of one year after the termination of his employment. A "change of control" shall be deemed to occur when any Person or group of Persons directly or indirectly (through a subsidiary or otherwise), (A) acquires or is granted the right to acquire, directly or through a merger or similar transaction, a majority of Company's outstanding voting securities, or (B) acquires all or substantially all of the Company's assets.

Termination Provisions. This Agreement may be terminated at any time prior to the Closing: (a) In addition to, by mutual written consent of Seller (on its and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, behalf) and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executive.Buyer; (b) Notwithstanding by Buyer, if there has been a breach by Seller or the Company of any provisions covenant, representation or warranty contained in this Agreement which would prevent the satisfaction of any condition to the contraryobligations of Buyer at the Closing and such breach has not been waived by Buyer or, in the case of a covenant breach, cured by Seller or the Company may terminate within ten (10) days after written notice thereof from Buyer; (c) by Seller (on behalf of itself and the employment Company), if there has been a breach by Buyer of any covenant, representation or warranty contained in this Agreement which would prevent the satisfaction of any condition to the obligations of Seller and the Company at the Closing and such breach has not been waived by Seller, or, in the case of a covenant breach, cured by Buyer within ten (10) days after written notice thereof by Seller; provided that the failure to deliver the Estimated Cash Purchase Price as required hereunder shall be a material breach and shall not be subject to cure hereunder; (d) by either Buyer or Seller (on behalf of itself or the Company), immediately upon an Order becoming a Final Order that declares this Agreement invalid or unenforceable in any material respect or that prevents the consummation of the Executive without Causetransactions contemplated hereby; (e) by either Buyer or Seller (on behalf of the itself and the Company) if the transactions contemplated hereby have not been consummated prior to December 31, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of 2009; provided that (i) the remainder of the initial term or the extended term, as the case may be, of the Buyer shall not be entitled to terminate this Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), 11.2(e) if Buyer's breach of this Agreement has prevented the consummation of the transactions contemplated hereby and any fringe benefits which he receives or in which he participates (ii) Seller shall not be entitled to terminate this Agreement pursuant to this Section 11(b)11.2(e) if the Seller's or the Company's breach of this Agreement has prevented the consummation of the transactions contemplated hereby; (f) by Seller (on behalf of itself and the Company) at any time prior to the Internal Approval Time (and with it being understood that, for all purposes of this Agreement, each of the Internal Visteon Approvals shall be reduced deemed to have been obtained and received after the Internal Approval Time if this Agreement is not terminated in accordance with this Section 11.2(f)); or (g) by Buyer at any payments or fringe benefits time prior to the Executive Internal Approval Time (and with it being understood that, for all purposes of this Agreement, the Internal Buyer Approvals shall receive during be deemed to have been obtained and received after the Remainder Term from any other source of employment which Internal Approval Time if this Agreement is unaffiliated not terminated in accordance with the Companythis Section 11.2(g)).

Termination Provisions. Notwithstanding anything contained herein to the contrary, Company may: (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment terminate performance of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of Work under this Agreement for "cause" as set forth or under an applicable Work Offer, in this subparagraphwhole or in part, the Company shall not be obligated to make any further payments hereunder to the executive.by giving Contractor thirty (30) days' notice in writing; or (b) Notwithstanding any provisions in terminate performance of Work under this Agreement to the contraryor an applicable Work Offer, the Company may terminate the employment of the Executive without Causein whole or in part, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) by giving Contractor one (1) year (day's notice in writing, in the "Remainder Term")event of failure of Contractor to carry on any project or part of the Work in an efficient, skillful and careful manner to the complete satisfaction of Company, or in the event Work is not proceeding with such speed as, in the judgment of Company, is necessary to timely complete same, or if Contractor fails to comply with any of the provisions of this Agreement, without prejudice to any other right or remedy hereunder Upon receipt of notice of termination, pursuant to this Paragraph 12 or pursuant to Paragraph 2 of Part I, the Contractor shall immediately discontinue further Work so terminated. Upon receipt of the notice of termination, Contractor shall place no further subcontracts or orders for materials, services, or facilities, except as necessary to complete any continued portion of the Work. Contractor shall also terminate all subcontracts, to the extent they relate to the Work terminated, or, as directed by Company, and to the extent assignable, assign to Company all right, title, and interest of the Contractor under such subcontracts. As directed by Company, Contractor will transfer title and deliver to Company the Work in process, completed Work, supplies, and other materials produced or acquired for the Work terminated, as well as the completed or partially completed plans, drawings, information, and other property that, if the Agreement had been completed, would be required to be furnished to Company. In addition, Contractor will take any action that may be necessary, or that Company may direct, for the protection and preservation of the property related to this Agreement that is in the possession of the Contractor and in which Company has or may acquire an interest. Termination of this Agreement shall not relieve any party from any obligation accruing or accrued to the date of such termination, nor deprive a party not in default of any remedy otherwise available to it. The indemnification provisions of this Agreement shall survive such termination relative to all claims and other indemnified matters, discovered or undiscovered, arising out of, in connection with, or incident to this Agreement. If Work is terminated, and such termination occurs after commencement of any Work hereunder, Company shall pay Contractor for Work which has been satisfactorily performed to the date of termination for which Contractor has not previously been paid by Company, subject to the right of retainage or withholding as set forth herein. In the event such termination by Company occurs prior to commencement of any Work, Company shall incur no liability whatsoever to Contractor, including but not limited to, Contractor's costs associated with Proposal preparation, the purchase of equipment or materials or supplies, and the Company shall also continue for the Remainder Term to permit the Executive to receive hiring or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source reassignment of employment which is unaffiliated with the Companyemployees.

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (igull(i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affectedmisteasance, or (iii) any act of dishonesty by the Executive bearing directly upon with respect to the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitutec-institute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective immediately upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" reason or reasons for which the Executive is being terminatedsuch termination. Upon the termination of this Agreement for "cause" as set forth in accordance with this subparagraphSection 11(a), the Company shall not be obligated to make any further payments hereunder to the executiveExecutive. (b) Notwithstanding any provisions in this Agreement to without CauseAgreement the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year termination (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. If Employer becomes entitled to terminate the Employment pursuant to this clause 15, it shall be entitled (abut without prejudice to its right subsequently to terminate the Employment on the same or any other ground) In addition to, and not to suspend Employee on full pay for so long as it may think fit. Employer reserves the right to give Employee pay in lieu ofof any notice of termination (whether given by Employer or by Employee). For this purpose, Employee agrees that pay in lieu of notice will consist of his basic salary for the relevant period of notice and any bonus/commission/share of profit and any other emolument referable to the Employment. For the avoidance of doubt, the right of Employer to make a payment in lieu of notice does not give rise to any right of Employee to receive such a payment. The giving of any period of notice of termination provisions set forth in Section (whether given by Employer or Employee), does not limit the Employer's right to suspend any of Employee's duties and powers under clause 6 hereinand Employer shall be under no obligation to assign any duties to Employee and shall be entitled to exclude him from its premises. Throughout any such period of suspension, Employee shall continue to receive his normal salary and other contractual benefits to which he is entitled under this Agreement and shall not be entitled to work either on his own account or for any other person, company or business. Alternatively, Employer may, during the employment whole or part of the Executive hereunder may be terminated such period of notice, require Employee to perform duties (including any modified duties arising from an exercise by Employer of its rights under clause 6) at such locations as the Company prior to may require consistent with clause 8. On the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder Employment or on either Employer or Employee having served notice of such termination, Employee shall: 11 o at the request of Employer resign as a Director and/or from any office held in Employer or any Group Company and shall transfer without payment to Employer or as Employer may direct, any shares or other securities held by Employee as nominee or trustee for Cause Employer or any Group Company provided however that such resignation shall be effective upon delivery without prejudice to any claims which Employee may have against Employer or any Group Company arising out of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraphthe Employment; and o forthwith deliver to Employer all materials within the scope of clause 16 and all credit cards, the Company shall not be obligated to make any further payments hereunder cars, car keys and other property of or relating to the executivebusiness of Employer or of any Group Company which may be in his possession or under his power or control; and if Employee should fail to do so Employer is hereby irrevocably authorised to appoint some person in his name and on his behalf to sign any documents and do any things necessary or requisite to give effect thereto. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. (a) In addition to, and not in lieu of, the event of the termination provisions set forth in Section 6 herein, the of your employment of the Executive hereunder may be terminated by with the Company prior to the termination date and its Affiliates for any reason (other than as a result of the initial term your death or any renewal term thereafter (as set forth in Section 2 hereof) Disability or for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of Cause), (i) a willful all further vesting of shares under this Option will stop, and reckless disregard this Option will be cancelled as to perform his duties as set forth in Section 3 herein, or any unvested shares without any consideration being paid therefor and (ii) willful misfeasance you will have ninety days to exercise this Option as to any shares that have vested as of the date of termination. In the event of the termination of your employment as a result of your death or Disability, this Option shall become fully vested as of the date of termination and you or your estate will have a period of one year from the date of termination to exercise. If your employment is terminated for which Cause, this Option will expire immediately as to all vested and unvested shares without any consideration being paid therefor. IF YOU DO NOT EXERCISE THE VESTED PORTION OF THIS OPTION ON OR BEFORE THE EXPIRATION DATE, THIS OPTION WILL EXPIRE WITHOUT ANY CONSIDERATION BEING PAID THEREFOR. No Rights to Grants or Continued Employment: You shall not have any claim or right to receive grants of Options under the Plan. Neither the Plan nor this Agreement nor any action taken or omitted to be taken hereunder or thereunder shall be deemed to create or confer on you any right to be retained in the employ or service of the Company is directly and adversely affectedor any of its Affiliates, or (iii) to interfere with or to limit in any act way the right of dishonesty the Company or any of its Affiliates to terminate your employment at any time. You shall have no rights in the benefits conferred by this Option or in any shares except to the Executive bearing directly upon extent the CompanyOption is exercised while vested and exercisable and otherwise in accordance with the terms of this Agreement. Termination of the Executive's Option by reason of cessation of employment shall not give rise to any claim for damages by you under this Agreement and shall be without prejudice to any rights or remedies which the Company for reckless disregard or any of his duties its Affiliates may have against you. Taxes and Withholding: This Option is not intended to be an Incentive Stock Option, as defined under Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”). Any exercise of this Option is generally a taxable event, and if the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the Company, willful misfeasance exercise or an act sale of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit shares arising from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraphgrant, the Company shall not be obligated have the right to make any further require such payments hereunder from you, or withhold such amounts from other payments due to you from the executive. (b) Company. Notwithstanding any provisions in this Agreement anything to the contrary, the Company may terminate require that the employment minimum tax withholding arising upon the exercise be satisfied by the Company withholding that number of shares otherwise issuable upon the exercise having a Fair Market Value equal to the minimum tax withholding obligation (after consideration of the Executive without Causetreatment of fractional shares, but in such event if necessary). Section 409A of the Code, which was adopted pursuant to the American Jobs Creation Act of 2004, imposes new rules relating to the taxation of deferred compensation. This Option is intended to be exempt from the application of Section 409A of the Code and the rules, regulations and guidance promulgated thereunder. Set-off: If at any time you are indebted to the Company shall be obligated to pay or any Affiliate, the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of Company may in its discretion (a) withhold (i) the remainder shares issuable to you following your exercise of the initial term Option (or portion thereof) having a Fair Market Value on the extended term, as date of exercise up to the case may be, amount of the Agreement in effect immediately prior to such termination, indebtedness or (ii) one amounts due to you in connection with the sale of the shares acquired as a result of the exercise of this Option (1or portion thereof) year up to the amount of such indebtedness or (b) take any substantially similar action. Governing Law: This Option (including the "Remainder Term")Restrictive Covenants attached hereto) shall be governed by, and interpreted and enforced in accordance with, the Company shall also continue for laws of the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; providedState of Delaware, however, that during the Remainder Term any amounts payable without regard to the Executive pursuant to this Section 11(b), conflicts of law provisions thereof. WEBMD HEALTH CORP. Agreed and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.Accepted: By: Optionee: Title: ______________________________________________ Print Name: Address:

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder This Agreement may be terminated by the Company at any time prior to the termination date Closing by mutual consent of the initial term or Seller and the Buyer. (b) At any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically time prior to the Closing, the Buyer may act alone to terminate the Agreement in the event that form of a written notice to the Executive is guilty of Seller, (i) a willful if there is or shall be any material misrepresentation, error, misstatement or omission in or material breach of any representation or warranty by the Seller pursuant to this Agreement, the Closing Documents and reckless disregard any other document and instrument required to perform his duties as set forth in Section 3 herein, or be delivered herewith (ii) willful misfeasance for which if the Company is directly and adversely affectedSeller, in a materially adverse respect, shall breach any covenant in this Agreement, or (iii) if there shall be a failure of any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executiveconditions to which the Buyer's employment by the Company for reckless disregard of his duties obligations are subject under this Agreement. (c) At any time prior to the CompanyClosing, willful misfeasance or an the Seller may act alone to terminate the Agreement in the form of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of a written notice to the Executive which notice Buyer (i) if there is or shall be any material misrepresentation, error, misstatement or omission in or material breach of any representation or warranty by the Buyer pursuant to this Agreement, the Closing Documents and any other document and instrument required to be delivered herewith, (ii) if the Buyer, in a materially adverse respect, shall breach any covenant in this Agreement, or (iii) if there shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature failure of any of the "cause" for conditions to which the Executive is being terminated. Upon the termination of Seller's obligations are subject under this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executiveAgreement. (bd) Notwithstanding any provisions in This Agreement may be terminated by either the Buyer or the Seller if the Closing has not occurred by the close of business on 12 October 2001. (e) The Seller and the Seller's Guarantor on the one side and the Buyer and the Buyer's Guarantor on the other side hereby explicitly waive their rights under Sections 6:265 et seq. of the Dutch Civil Code (Burgerlijk Wetboek) to rescind (and to claim rescission of) this Agreement to and the contraryXxxx and the agreements and transactions contemplated hereby, the Company may terminate the employment of the Executive without Causeexcept as provided at (a), but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (ib), (c) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (iid) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. 13.1 The Executive acknowledges and agrees that (anotwithstanding that the personal contact is between him and representatives of the Business Partners) In addition tothe relationship with them is one which exists with the Company and is valuable to the Company and that, so far as concerns those Business Partners whose business is handled by the Executive, it is capable of being damaged inter alia upon the cessation for any reason of the contract of employment between the Company and the Executive. For the purposes of permitting the Company to ensure so far as possible that any such damage is minimised, and not in lieu of, so as to preserve the Company’s relationship with its Business Partners after the termination provisions set forth in Section 6 herein, the employment of the contract of employment, and to ensure the continued proper servicing of the requirements of such Business Partners the Executive hereunder may be terminated hereby undertakes generally to co-operate with the Company and comply with the instructions of the Board or its designee in securing the handover of the affairs of any such Client, Agent, Supplier or Distributor to any other employee(s) designated by the Company prior in a manner which will or is designed to ensure that the Company’s relationship with such Client is preserved and that the Client continues to receive a proper service from the Company; and acknowledges that any breach of the above undertakings may cause loss or damage to the termination date Company for which it may reasonably seek compensation or injunctive relief from him. 13.2 With a view to ensuring that the Executive’s departure can be arranged with the minimum of inconvenience or disruption to the business of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that Company and its relationship with its Clients and its other employees, the Executive is guilty undertakes to mutually agree with the Board or its designee the timing and manner of (i) a willful any communication about his departure, and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) refrain from informing any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's ’s colleagues (excluding the Board) about the proposed cessation of his employment by hereunder, other than within the agreed communication plan. 13.3 The Executive acknowledges the right of the Company for reckless disregard to monitor and control the performance of his duties to its employees and ensure the Company, willful misfeasance or an act proper servicing of dishonesty with respect to the Company hereunder shall constituterequirements of its Clients, and is referred acknowledges the fiduciary obligations attaching to elsewhere herein, as termination for "Causehis position." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions anything in this Agreement to the contrary, if, in the opinion of counsel for the Company (which counsel shall be reasonably acceptable to the Registering Stockholder; provided, however, that any of O'Melveny & Xxxxx LLP and Holme Xxxxxxx & Xxxx LLP shall be deemed reasonably acceptable to the Registering Stockholder for purposes of this Section 5(a)), there shall have arisen any legal impediment to the offering of Transaction Registrable Shares pursuant to this Agreement or if any legal action or administrative proceeding shall have been instituted or threatened or any other claim shall have been made relating to the registration or the offer made by the related prospectus or against any of the parties involved in the offering, the Company may at any time upon written notice (a "Termination Notice") to each Registering Stockholder participating in the registration (1) terminate the employment effectiveness of the Executive without Causerelated Registration Statement or (2) withdraw from the Registration Statement the Transaction Registrable Shares owned by the Registering Stockholder; provided that, but in such event promptly after those matters shall be resolved to the satisfaction of counsel for the Company, then the Company shall be obligated to pay the Executive any and all amounts payable to the Executive notify each affected Registering Stockholder in writing that such matters have been resolved and, pursuant to Section 4 above for the greater of (i) the remainder of the initial term 1 or the extended term2, as the case may be, shall, upon the written direction of such affected Registering Stockholder and subject to the limitations in Section 1(b) or elsewhere herein, cause the registration of Transaction Registrable Shares formerly covered by the Registration Statement that were removed from registration by the action of the Agreement in effect immediately prior Company. (b) If the Company shall take any action pursuant to such terminationSection 5(a) with respect to a Registering Stockholder or other holder of Registrable Shares, or (ii) then the period during which the Registering Stockholder may exercise its rights under Sections 1 and 2 shall be extended by one day beyond the Termination Date for a number of days equal to (1) year (the "Remainder Term"), and number of days during which the Company shall also continue for be required under Section 3(e) to cause the Remainder Term Registration Statement to permit remain effective under the Executive Securities Act and the Prospectus to receive or participate in all fringe benefits available to him remain current minus (2) the number of days during which the Registration Statement was effective before the date of the action taken pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b5(a), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions anything in this Agreement to the contrary, if, in the opinion of counsel for the Company (which counsel shall be reasonably acceptable to the Registering Stockholder; PROVIDED, HOWEVER, that any of O'Melveny & Xxxxx LLP and Holme Xxxxxxx & Xxxx LLP shall be deemed reasonably acceptable to the Registering Stockholder for purposes of this Section 5(a)), there shall have arisen any legal impediment to the offering of Transaction Registrable Shares pursuant to this Agreement or if any legal action or administrative proceeding shall have been instituted or threatened or any other claim shall have been made relating to the registration or the offer made by the related prospectus or against any of the parties involved in the offering, the Company may at any time upon written notice (a "TERMINATION NOTICE") to each Registering Stockholder participating in the registration (1) terminate the employment effectiveness of the Executive without Causerelated Registration Statement or (2) withdraw from the Registration Statement the Transaction Registrable Shares owned by the Registering Stockholder; provided that, but in such event promptly after those matters shall be resolved to the satisfaction of counsel for the Company, then the Company shall be obligated to pay the Executive any and all amounts payable to the Executive notify each affected Registering Stockholder in writing that such matters have been resolved and, pursuant to Section 4 above for the greater of (i) the remainder of the initial term 1 or the extended term2, as the case may be, shall, upon the written direction of such affected Registering Stockholder and subject to the limitations in Section 1(b) or elsewhere herein, cause the registration of Transaction Registrable Shares formerly covered by the Registration Statement that were removed from registration by the action of the Agreement in effect immediately prior Company. (b) If the Company shall take any action pursuant to such terminationSection 5(a) with respect to a Registering Stockholder or other holder of Registrable Shares, or (ii) then the period during which the Registering Stockholder may exercise its rights under Sections 1 and 2 shall be extended by one day beyond the Termination Date for a number of days equal to (1) year (the "Remainder Term"), and number of days during which the Company shall also continue for be required under Section 3(e) to cause the Remainder Term Registration Statement to permit remain effective under the Executive Securities Act and the Prospectus to receive or participate in all fringe benefits available to him remain current minus (2) the number of days during which the Registration Statement was effective before the date of the action taken pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b5(a), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive Executive, which notice shall be in a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executiveExecutive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended termten-n, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit pen-nit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he lie receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder This Agreement may be terminated as set forth below: (i) at any time, by mutual written agreement of the Company Buyer and the Seller; (ii) by either Buyer or the Seller, if the Asset Purchase shall not have been consummated on or before the Outside Closing Date after the date hereof (other than due principally to the failure of the party seeking to terminate this Agreement to perform any obligations under this Agreement required to be performed by it at or prior to the termination date of Closing); (iii) by either the initial term Buyer or any renewal term thereafter the Seller if the Seller Stockholder Approval shall not have been obtained; (as set forth in Section 2 hereofiv) for sufficient "cause," which cause is defined specifically by the Seller: (1) in the event that (A) of a material breach of any covenant or agreement on the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination part of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as Buyer set forth in this subparagraphAgreement, or (B) that any of the Company shall not be obligated to make any further payments hereunder to representations or warranties of the executive. (b) Notwithstanding any provisions Buyer set forth in this Agreement to the contraryshall have been inaccurate when made or shall have become inaccurate, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater either of (iA) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (iiB) one (1) year (which breach or inaccuracy would reasonably be expected to prevent the "Remainder Term"), and Buyer from consummating the Company shall also continue for Asset Purchase in accordance with the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 aboveterms hereof; provided, however, that during notwithstanding the Remainder Term any amounts payable foregoing, in the event that such breach of covenant by the Buyer is, or such inaccuracies in the representations and warranties of the Buyer are, curable by the Buyer through the exercise of commercially reasonable efforts, then the Seller shall not be permitted to the Executive terminate this Agreement pursuant to this Section 11(b)10(a)(iv)(1) until the earlier to occur of (1) the expiration of a thirty (30) calendar day period after delivery of written notice from the Seller to the Buyer of such breach or inaccuracy, and any fringe benefits which he receives as applicable, or in which he participates (2) the Buyer ceasing to exercise commercially reasonable efforts to cure such breach or inaccuracy (it being understood that the Seller may not terminate this Agreement pursuant to this Section 11(b10(a)(iv)(1) if such breach or inaccuracy by the Buyer is cured within such thirty (30) calendar day period); (2) if the Seller shall have (A) effected a Seller Adverse Recommendation Change in accordance with Section 6(i) and/or (B) entered into an agreement regarding a Superior Proposal in accordance with Section 6(i) hereof; provided that, in the case of such termination, (x) the Buyer has not made, within five (5) Business Days of the receipt of the notice required by Section 6(h)(i) an offer that the Board of Directors of the Seller reasonably and in good faith determines is at least as favorable to the holders of Seller Common Stock as the Superior Proposal, it being understood that the Seller shall be reduced not enter into any definitive agreement regarding a Superior Proposal during such five (5) Business Day period, and (y) concurrently with such termination, the Seller shall simultaneously pay the Seller Termination Fee and/or the Seller Expense Reimbursement; or (3) if Buyer does not close on the last day of the month in which the conditions to Closing not occurring at the Closing are satisfied; provided that the Seller shall not have the right to terminate this Agreement pursuant to this Section 10(a)(iv)(3) if, at the time of such termination, there exists a breach of any representation, warranty or covenant by any payments or fringe benefits the Executive shall receive during Seller that would result in the Remainder Term from any other source of employment which is unaffiliated with failure to satisfy the Company.closing conditions set forth in Section 7(b); or

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 hereinof this Agreement, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, breaches this Agreement or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) engages in any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constituteCompany, including any act of willful misfeasance (the foregoing reasons for termination set forth under Subparagraphs (i) and is (ii) above are sometimes referred to elsewhere herein, hereinafter as termination for "Cause." "). Such termination of the Executive's employment hereunder for Cause shall be effective immediately upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" reason or reasons for which the Executive is being terminatedsuch termination. Upon the termination of this Agreement for "cause" as set forth in accordance with this subparagraphSection 10(a), the Company shall not be obligated to make any further payments hereunder to the executiveExecutive. (b) Notwithstanding If, as both a director and a stockholder of the Company, Executive opposes a "change of control" (defined below) of the Company and such change of control shall occur at any provisions time during Executive's employment hereunder in this Agreement spite of Executive's objection, Executive may by at least thirty (30) days prior written notice to the contraryCompany given within six (6) months of such change of control, elect to terminate his employment with the Company at the end of such six (6) month period. If Executive elects to terminate his employment pursuant to this Section 10(b), the Company may terminate the employment shall promptly pay him two and nine-tenths (2.9) times his current compensation payable under Sections 4(a) and 4(b) within thirty (30) days of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater receipt of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 aboveExecutive's notice; provided, however, that during in no event shall the Remainder Term any amounts payable amount paid to the Executive pursuant to this Paragraph 10(b) exceed the maximum payment permitted by Section 11(b)280G of the Internal Revenue Code of 1986, as amended (the "Code") or then applicable law and to the extent any fringe benefits which he receives "excess parachute payment", as that phrase is defined in Section 280G(b) of the Code or then applicable law, would result from the application of the formulas set forth in which he participates pursuant to this Section 11(b)(i) or (ii) above, then the amount Executive would otherwise receive shall be reduced so that no "excess parachute payment" is made by the Company or received by Executive; provided further, however, that this Section 10 shall not apply to any payments or fringe benefits change in control supported by the Executive shall receive during the Remainder Term from any other source either as an officer, a director or as a stockholder of employment which is unaffiliated with the Company. A "change of control" shall be deemed to occur when any person, corporation, partnership, association or entity, directly or indirectly (through a subsidiary or otherwise), (A) acquires or is granted the right to acquire, directly or through a merger or similar transaction, a majority of Company's outstanding voting securities, or (B) acquires all or substantially all of the Company's assets.

Termination Provisions. If Employer becomes entitled to terminate the Employment pursuant to this clause 15, it shall be entitled (abut without prejudice to its right subsequently to terminate the Employment on the same or any other ground) In addition to, and not to suspend Employee on full pay for so long as it may think fit. Employer reserves the right to give Employee pay in lieu ofof any notice of termination (whether given by Employer or by Employee). For this purpose, Employee agrees that pay in lieu of notice will consist of his basic salary for the relevant period of notice and any bonus/commission/share of profit and any other emolument referable to the Employment. For the avoidance of doubt, the right of Employer to make a payment in lieu of notice does not give rise to any right of Employee to receive such a payment. The giving of any period of notice of termination provisions set forth in Section (whether given by Employer or Employee), does not limit the Employer's right to suspend any of Employee's duties and powers under clause 6 hereinand Employer shall be under no obligation to assign any duties to Employee and shall be entitled to exclude him from its premises. Throughout any such period of suspension, Employee shall continue to receive his normal salary and other contractual benefits to which he is entitled under this Agreement and shall not be entitled to work either on his own account or for any other person, company or business. Alternatively, Employer may, during the employment whole or part of the Executive hereunder may be terminated such period of notice, require Employee to perform duties (including any modified duties arising from an exercise by Employer of its rights under clause 6) at such locations as the Company prior to may require consistent with clause 8. On the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder Employment or on either Employer or Employee having served notice of such termination, Employee shall: o at the request of Employer resign as a Director and/or from any office held in Employer or any Group Company and shall transfer without payment to Employer or as Employer may direct, any shares or other securities held by Employee as nominee or trustee for Cause Employer or any Group Company provided however that such resignation shall be effective upon delivery without prejudice to any claims which Employee may have against Employer or any Group Company arising out of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraphthe Employment; and o forthwith deliver to Employer all materials within the scope of clause 16 and all credit cards, the Company shall not be obligated to make any further payments hereunder cars, car keys and other property of or relating to the executivebusiness of Employer or of any Group Company which may be in his possession or under his power or control; and if Employee should fail to do so Employer is hereby irrevocably authorised to appoint some person in his name and on his behalf to sign any documents and do any things necessary or requisite to give effect thereto. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) year (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Remainder Term any amounts payable to the Executive pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), shall be reduced by any payments or fringe benefits the Executive shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company.

Termination Provisions. (a) In addition toIf the Company terminates Executive's employment for Cause, or if Executive terminates his employment without Good Reason, then in any such case (i) Executive shall be entitled to Base Salary and not Benefits for the period ending on the Termination Date; and (ii) Executive shall be entitled to any unpaid Incentive Compensation for any calendar year ending prior to the year in lieu ofwhich the Termination Date occurs, as well as any Incentive Compensation for the termination provisions set forth calendar year in Section 6 herein, which the employment Termination Date occurs pro-rated based on the portion of the Base Salary paid to Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executivesuch year. (b) Notwithstanding any provisions in this Agreement to the contrary, If the Company may terminate the terminates Executive's employment of the Executive without Cause, but if Executive terminates his employment for Good Reason or if Executive's employment terminates by reason of his death or Disability, then in any such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of case (i) Executive shall be entitled to Base Salary and Benefits for the remainder period ending on the Termination Date; (ii) Executive shall be entitled to any unpaid Incentive Compensation for any calendar year ending prior to the year in which the Termination Date occurs, as well as Incentive Compensation for the calendar year in which the Termination Date occurs pro-rated based on the portion of Base Salary paid to Executive the initial term Company in such year (it being agreed that if the Termination Date is prior to January 1, 2000, in no event shall the amount of Executive's Incentive Compensation payable pursuant to this Section 4(b)(ii) be less than the amount referenced in the last sentence of Section 3(c)); and (iii) if, and only if, Executive (or the extended termhis estate, guardian or personal representative, as the case may be) signs and delivers to the Company a complete general release of claims in the form of Annex B attached hereto, then Executive shall be entitled to his Base Salary (but no Incentive Compensation) for the period commencing on the Termination Date and ending on the later of (x) January 31, 2002 and (y) the date which is one year after the Termination Date together with any other Benefits as may be provided under the terms of any applicable written plan, program or arrangement of the Agreement in effect immediately prior Company applicable to such termination, or senior executives of the Company. (iic) one (1) year (the "Remainder Term"), and Any amounts owed by the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during 4(b)(iii) shall be paid at such times and in such manner as if the Remainder Term termination giving rise to such payments had not occurred (with the Company retaining the right to prepay all or any amounts payable portion of such amount at any time in its sole discretion). The Company's obligation to the Executive make any payments pursuant to this Section 11(b), and any fringe benefits which he receives or in which he participates pursuant to this Section 11(b), 4(b) shall be reduced by conditioned upon Executive's continued and continuing compliance with the terms and conditions of this Agreement (including, without limitation, Section 6 hereof). (d) Except as otherwise specified herein, if Executive's employment terminates on any payments or fringe benefits date other than the Executive last day of a month, Executive's compensation for that month shall receive during be calculated on the Remainder Term from any other source basis of employment a fraction, the numerator of which is unaffiliated with the number of calendar days during that month that Executive is in the Company's employ and the denominator of which is the number of days in that month.