Common use of Termination Without Cause/Severance Clause in Contracts

Termination Without Cause/Severance. (a) Each of the Company and the Employee may terminate the Employee's employment under this Agreement at any time for any reason whatsoever, without any further liability or obligation of the Company to the Employee or of the Employee to the Company from and after the date of such termination (other than liabilities or obligations accrued but unsatisfied on, or surviving, the date of such termination), by sending ninety (90) days' prior notice to the other party. (b) In the event the Company elects to terminate the Employee's employment under this Agreement pursuant to this Section 12, the Company shall continue to pay the Employee, in equal semi-monthly installments, the full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise would have accrued for a period equal to six (6) months; provided, however that if the Company elects to terminate this Agreement during the Initial Term, such amount shall be the Salary which otherwise would have accrued for a period equal to the greater of (i) one (1) year following the effective date of the termination of the Employee's employment or (ii) the balance of the Initial Term. (c) Prior to any termination for "Good Cause" (as hereinafter defined) by Employee of his employment hereunder, Employee shall provide a notice to the Company of any Good Cause for the Employee's termination of employment and shall provide the Company with a reasonable opportunity of not less than fifteen (15) business days to cure the reason(s) for the notice, if such reason consists of a claim of material breach of this Agreement. If the Company does not cure the reason for the notice within the period provided and Employee terminates his employment for Good Cause, the Company shall continue to pay the Employee, in equal semi-monthly installments, the full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise would have accrued for a period equal to six (6) months; provided, however that if the Company does not cure the reason for the notice within the period provided and Employee terminates his employment for Good Cause during the Initial Term, such amount shall be the Salary which otherwise would have accrued for a period equal to the greater of (i) one (1) year following the termination of the Employee's employment or (ii) the balance of the Initial Term. In the event the Employee elects to terminate the Employee's employment under this Agreement, other than as set forth in the immediately preceding sentences, prior to the end of the Term of Employment, the Company's obligation to pay Salary shall cease as of the effective date of termination. (d) Any termination of the Employee's employment under this Agreement by the Company as provided in this Section 12 shall be in addition to, and not in substitution for, any rights with respect to termination of the Employee which the Company may have pursuant to Section 11. Notwithstanding any termination of the Employee's employment under this Agreement pursuant to this Section 12, the Employee, in consideration of his employment hereunder to the date of such termination, shall remain bound by the provisions of Section 7, 8, 9 and 14 hereof following any such termination. (e) For purposes of this Section 12, "Good Cause" shall mean a Detrimental Change as defined in Section 12(f) below or the Company shall have materially breached its obligations under this Agreement and such breach shall not have been cured at the time the Employee terminates his employment.

Termination Without Cause/Severance. (a) Each Except as provided in Section 4.5(b), and subject to compliance with the terms and conditions of the Section 4.5(c), if Executive’s employment with Company and the Employee may terminate the Employee's employment under this Agreement is terminated at any time for any during the term of this Agreement without a reason whatsoeveror ground specified in Section 4.1, without any further liability or obligation Executive shall be entitled to severance (“Basic Severance”) equal to fifty percent (50%) of the Company to the Employee or Executive's annual base salary rate in effect as of the Employee to the Company from and after the date of such termination (other than liabilities or obligations accrued but unsatisfied on, or surviving, the date of such Executive’s termination), by sending ninety (90) days' prior notice to the other party. (b) In the event that Company is acquired during the term of this Agreement, whether by merger, stock acquisition or purchase, or consolidation, or by the acquisition of all or substantially all of the business or assets of Company, or otherwise (in each case, an “Acquisition”), and Company elects or the acquiring or surviving Person in or as a result of any such Acquisition (the “Acquiring Party”), as the case may be, either: (1) Fails or declines to terminate offer to Executive, or on before the Employee's date on which the Acquisition is closed or concluded (the “Closing Date”), new or continued employment with the Acquiring Entity in a position having or providing responsibilities, compensation and benefits that are equivalent to or greater than the position of employment, and with the responsibilities, compensation and benefits, provided to Executive under this Agreement pursuant and, as a result thereof, Executive elects to resign or voluntarily terminate his/her employment with Company or the Acquiring Entity, as the case may be; or (2) Terminates this Agreement and Executive’s employment with Company or the Acquiring Party, as the case may be, without Cause or any other reason specified in Section 4.1, at any time within a period of twelve (12) months after the Closing Date; then, the Company upon either such event, Executive shall continue to pay the Employeebe entitled, in equal semi-monthly installmentslieu of the Basic Severance specified in Section 4.5(a), the full Salary to severance (inclusive of paid medical plan, but exclusive of bonuses, if any“Enhanced Severance”) as such Salary otherwise would have accrued for a period equal to six one hundred percent (6100%) months; provided, however that if of Executive's annual base salary rate in effect as of the Company elects to terminate this Agreement during the Initial Term, such amount shall be the Salary which otherwise would have accrued for a period equal to the greater of (i) one (1) year following the effective date of the termination of the Employee's employment or (ii) the balance of the Initial TermExecutive’s termination. (c) Prior Any obligation by Company to any termination for "Good Cause" (as hereinafter defined) by Employee of his employment hereunder, Employee shall provide a notice pay Basic Severance or Enhanced Severance pursuant to the Company of any Good Cause for the Employee's termination of employment this Section 4.5 is and shall provide be (1) subject to Executive’s compliance with the Company with a reasonable opportunity provisions, restrictions and limitations of not less than fifteen (15) business days to cure the reason(s) for the notice, if such reason consists of a claim of material breach Articles 5.0 and 6.0 of this Agreement. If the Company does not cure the reason for the notice within the period provided and Employee terminates his employment for Good Cause, the Company shall continue to pay the Employee(2) unless otherwise agreed, payable in equal semi-monthly installments, the full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise would have accrued for a period equal to six (6) months; provided, however that if equal monthly installments commencing the Company does not cure the reason for the notice within the period provided and Employee terminates his employment for Good Cause during the Initial Term, such amount shall be the Salary which otherwise would have accrued for a period equal to the greater of (i) one (1) year month immediately following the termination of the Employee's employment or (ii) the balance of the Initial Term. In the event the Employee elects to terminate the Employee's employment under this Agreement, other than as set forth in the immediately preceding sentences, prior to the end of the Term of Employment, the Company's obligation to pay Salary shall cease as of the effective date month of termination. (d) Any termination of the Employee's employment under this Agreement by the Company as provided in this Section 12 shall be in addition to, and (3) subject to Executive signing a standard general release and agreement not to xxx Company then in substitution for, use by Company in connection with terminated employees (the “General Release”) within 45 days after the date Executive’s employment terminates. The General Release shall not waive any rights of Executive with respect to termination shares or options that he holds after the Effective Date of the Employee which the Company may have pursuant to Section 11General Release. Notwithstanding any termination of the Employee's employment under this Agreement pursuant to this Section 12, the Employee, in consideration of his employment hereunder to the date of such termination, shall remain bound by the provisions of Section 7, 8, 9 and 14 hereof following any such termination. (e) For purposes of this Section 12, "Good Cause" shall mean a Detrimental Change as defined in Section 12(f) below or the The Company shall have materially breached its obligations under this Agreement and provide such breach shall not have been cured at the time the Employee terminates his employmentGeneral Release agreement to Executive within fourteen (14) days after Executive’s employment terminates.

Termination Without Cause/Severance. (a) Each of the Company and the Employee may terminate the Employee's employment under this Agreement at any time for any reason whatsoever, without any further liability or obligation of the Company to the Employee or of the Employee to the Company from and after the date of such termination (other than liabilities or obligations accrued but unsatisfied on, or surviving, the date of such termination), by sending ninety (90) days' prior notice to the other party. (b) In the event the Company elects to terminate the Employee's employment under this Agreement pursuant to this Section 12, the Company shall continue to pay the Employee, in equal semi-monthly installments, the full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise would have accrued accrued, as described in Section 3, for a period equal to six (6) months; provided, however that if the Company elects to terminate this Agreement during the Initial Term, such amount shall be the Salary which otherwise would have accrued for a period equal to the greater of (i) one (1) year following the effective date of the termination of the Employee's employment or (ii) the balance of the Initial Term. (c) Prior to any termination for "Good Cause" (as hereinafter defined) by Employee of his employment hereunder, Employee shall provide a notice to the Company of any Good Cause for the Employee's termination of employment and shall provide the Company with a reasonable opportunity of not less than fifteen (15) business days to cure the reason(s) for the notice, if such reason consists of a claim of material breach of this Agreement. If the Company does not cure the reason for the notice within the period provided and Employee terminates his employment for Good Cause, the Company shall continue to pay the Employee, in equal semi-monthly installments, the full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise would have accrued for a period equal to six (6) months; provided, however that if the Company does not cure the reason for the notice within the period provided and Employee terminates his employment for Good Cause during the Initial Term, such amount shall be the Salary which otherwise would have accrued for a period equal to the greater of (i) one (1) year following the termination of the Employee's employment or (ii) the balance of the Initial Term. In the event the Employee elects to terminate the Employee's employment under this Agreement, other than as set forth in the immediately preceding sentences, prior to the end of the Term of Employment, the Company's obligation to pay Salary shall cease as of the effective date of termination. (d) Any termination of the Employee's employment under this Agreement by the Company as provided in this Section 12 shall be in addition to, and not in substitution for, any rights with respect to termination of the Employee which the Company may have pursuant to Section 11. Notwithstanding any termination of the Employee's employment under this Agreement pursuant to this Section 12, the Employee, in consideration of his employment hereunder to the date of such termination, shall remain bound by the provisions of Section 7, 8, 9 and 14 hereof following any such termination. (e) For purposes of this Section 12, "Good Cause" shall mean either a Detrimental Change as defined in Section 12(f) below or that the Company shall have materially breached its obligations under this Agreement and such breach shall not have been cured at the time the Employee terminates his employment.

Termination Without Cause/Severance. (a) Each of the Company and the Employee may terminate the Employee's employment under this Agreement at any time for any reason whatsoever, without any further liability or obligation of the Company to the Employee or of the Employee to the Company from and after the date of such termination (other than liabilities or obligations accrued but unsatisfied on, or surviving, the date of such termination), by sending ninety (90) days' prior notice to the other party. (b) In the event the Company elects to terminate the Employee's employment under this Agreement pursuant to this Section 12, the Company shall continue to pay the Employee, in equal semi-monthly installments, the full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise would have accrued for a period equal to six (6) months; provided, however that if the Company elects to terminate this Agreement during the Initial Term, such amount shall be the Salary which otherwise would have accrued for a period equal to the greater of (i) one (1) year following the effective date of the termination of the Employee's employment or (ii) the balance of the Initial Term. (c) Prior to any termination for "Good Cause" (as hereinafter defined1defined) by Employee of his employment hereunder, Employee shall provide a notice to the Company of any Good Cause for the Employee's termination of employment and shall provide the Company with a reasonable opportunity of not less than fifteen (15) business days to cure the reason(s) for the notice, if such reason consists of a claim of material breach of this Agreement. If the Company does not cure the reason for the notice within the period provided and Employee terminates his employment for Good Cause, the Company shall continue to pay the Employee, in equal semi-monthly installments, the full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise would have accrued for a period equal to six (6) months; provided, however that if the Company does not cure the reason for the notice within the period provided and Employee terminates his employment for Good Cause during the Initial Term, such amount shall be the Salary which otherwise would have accrued for a period equal to the greater of (i) one (1) year following the termination of the Employee's employment or (ii) the balance of the Initial Term. In the event the Employee elects to terminate the Employee's employment under this Agreement, other than as set forth in the immediately preceding sentences, prior to the end of the Term of Employment, the Company's obligation to pay Salary shall cease as of the effective date of termination. (d) Any termination of the Employee's employment under this Agreement by the Company as provided in this Section 12 shall be in addition to, and not in substitution for, any rights with respect to termination of the Employee which the Company may have pursuant to Section 11. Notwithstanding any termination of the Employee's employment under this Agreement pursuant to this Section 12, the Employee, in consideration of his employment hereunder to the date of such termination, shall remain bound by the provisions of Section 7, 8, 9 and 14 hereof following any such termination. (e) For purposes of this Section 12, "Good Cause" shall mean a Detrimental Change as defined in Section 12(f) below or the Company shall have materially breached its obligations under this Agreement and such breach shall not have been cured at the time the Employee terminates his employment.

Termination Without Cause/Severance. (a) Each of the Company and the Employee may terminate the Employee's employment under this Agreement at any time for any reason whatsoever, without any further liability or obligation of the Company to the Employee or of the Employee to the Company from and after the date of such termination (other than liabilities or obligations accrued but unsatisfied on, or surviving, the date of such termination), by sending ninety (90) days' prior written notice to the other party. (b) In the event the Company elects to terminate the Employee's employment under this Agreement pursuant to this Section 12, the Company shall continue to pay the Employee, in equal semi-monthly installments, the full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise would have accrued accrued, as described in Section 3, for a period equal to six (6) months; provided, however that if the Company elects to terminate this Agreement during the Initial Term, such amount shall be the Salary which otherwise would have accrued for a period equal to the greater of (i) one (1) year following the effective date of the termination of the Employee's employment or (ii) the balance of the Initial Term. (c) Prior to any termination for "Good Cause" (as hereinafter defined) by Employee of his employment hereunder, Employee shall provide a notice to the Company of any Good Cause for the Employee's termination of employment and shall provide the Company with a reasonable opportunity of not less than fifteen (15) business days to cure the reason(s) for the notice, if such reason consists of a claim of material breach of this Agreement. If the Company does not cure the reason for the notice within the period provided and Employee terminates his employment for Good Cause, the Company shall continue to pay the Employee, in equal semi-monthly installments, the full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise would have accrued for a period equal to six (6) months; provided, however that if the Company does not cure the reason for the notice within the period provided and Employee terminates his employment for Good Cause during the Initial Term, such amount shall be the Salary which otherwise would have accrued for a period equal to the greater of (i) one (1) year following the termination of the Employee's employment or (ii) the balance of the Initial Term. In the event the Employee elects to terminate the Employee's employment under this Agreement, other than as set forth in the immediately preceding sentences, prior to the end of the Term of Employment, the Company's obligation to pay Salary shall cease as of the effective date of termination. (d) Any termination of the Employee's employment under this Agreement by the Company as provided in this Section 12 shall be in addition to, and not in substitution for, any rights with respect to termination of the Employee which the Company may have pursuant to Section 11. Notwithstanding any termination of the Employee's employment under this Agreement pursuant to this Section 12, the Employee, in consideration of his employment hereunder to the date of such termination, shall remain bound by the provisions of Section 7, 8, 9 and 14 hereof following any such termination. (e) For purposes of this Section 12, "Good Cause" shall mean either a Detrimental Change as defined in Section 12(f) below or that the Company shall have materially breached its obligations under this Agreement and such breach shall not have been cured at the time the Employee terminates his employment.

Termination Without Cause/Severance. (a) Each Except as provided in Section 4.5(b), and subject to compliance with the terms and conditions of the Section 4.5(c), if Executive’s employment with Company and the Employee may terminate the Employee's employment under this Agreement is terminated at any time for any during the term of this Agreement without a reason whatsoeveror ground specified in Section 4.1, without any further liability or obligation Executive shall be entitled to severance (“Basic Severance”) equal to fifty percent (50%) of the Company to the Employee or Executive's annual base salary rate in effect as of the Employee to the Company from and after the date of such termination (other than liabilities or obligations accrued but unsatisfied on, or surviving, the date of such Executive’s termination), by sending ninety (90) days' prior notice to the other party. (b) In the event that Company is acquired during the term of this Agreement, whether by merger, stock acquisition or purchase, or consolidation, or by the acquisition of all or substantially all of the business or assets of Company, or otherwise (in each case, an “Acquisition”), and Company elects or the acquiring or surviving Person in or as a result of any such Acquisition (the “Acquiring Party”), as the case may be, either: (1) Fails or declines to terminate offer to Executive, or on before the Employee's date on which the Acquisition is closed or concluded (the “Closing Date”), new or continued employment with the Acquiring Entity in a position having or providing responsibilities, compensation and benefits that are equivalent to or greater than the position of employment, and with the responsibilities, compensation and benefits, provided to Executive under this Agreement pursuant and, as a result thereof, Executive elects to resign or voluntarily terminate his/her employment with Company or the Acquiring Entity, as the case may be; or (2) Terminates this Agreement and Executive’s employment with Company or the Acquiring Party, as the case may be, without Cause or any other reason specified in Section 4.1, at any time within a period of twelve (12) months after the Closing Date; then, the Company upon either such event, Executive shall continue to pay the Employeebe entitled, in equal semi-monthly installmentslieu of the Basic Severance specified in Section 4.5(a), the full Salary to severance (inclusive of paid medical plan, but exclusive of bonuses, if any“Enhanced Severance”) as such Salary otherwise would have accrued for a period equal to six one hundred percent (6100%) months; provided, however that if of Executive's annual base salary rate in effect as of the Company elects to terminate this Agreement during the Initial Term, such amount shall be the Salary which otherwise would have accrued for a period equal to the greater of (i) one (1) year following the effective date of the termination of the Employee's employment or (ii) the balance of the Initial TermExecutive’s termination. (c) Prior to any termination for "Good Cause" (as hereinafter defined) Any obligation by Employee of his employment hereunder, Employee shall provide a notice to the Company of any Good Cause for the Employee's termination of employment and shall provide the Company with a reasonable opportunity of not less than fifteen (15) business days to cure the reason(s) for the notice, if such reason consists of a claim of material breach of this Agreement. If the Company does not cure the reason for the notice within the period provided and Employee terminates his employment for Good Cause, the Company shall continue to pay the Employee, in equal semi-monthly installments, the full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise would have accrued for a period equal to six (6) months; provided, however that if the Company does not cure the reason for the notice within the period provided and Employee terminates his employment for Good Cause during the Initial Term, such amount shall be the Salary which otherwise would have accrued for a period equal to the greater of (i) one (1) year following the termination of the Employee's employment Basic Severance or (ii) the balance of the Initial Term. In the event the Employee elects to terminate the Employee's employment under this Agreement, other than as set forth in the immediately preceding sentences, prior to the end of the Term of Employment, the Company's obligation to pay Salary shall cease as of the effective date of termination. (d) Any termination of the Employee's employment under this Agreement by the Company as provided in this Section 12 shall be in addition to, and not in substitution for, any rights with respect to termination of the Employee which the Company may have pursuant to Section 11. Notwithstanding any termination of the Employee's employment under this Agreement Enhanced Severance pursuant to this Section 4.5 is and shall be (1) subject to Executive’s compliance with the provisions, restrictions and limitations of Articles 5.0 and 6.0 of this Agreement, (2) unless otherwise agreed, payable in twelve (12, ) equal monthly installments commencing the Employee, in consideration month immediately following the month of his employment hereunder to the date of such termination, shall remain bound and (3) subject to Executive signing a standard release and agreement not to xxx Company then in use by the provisions of Section 7, 8, 9 and 14 hereof following any such terminationCompany in connection with terminated employees. (e) For purposes of this Section 12, "Good Cause" shall mean a Detrimental Change as defined in Section 12(f) below or the Company shall have materially breached its obligations under this Agreement and such breach shall not have been cured at the time the Employee terminates his employment.

Termination Without Cause/Severance. (a) Each of the Company and the Employee may terminate the Employee's employment under this Agreement at any time for any reason whatsoever, without any further liability or obligation of the Company to the Employee or of the Employee to the Company from and after the date of such termination (other than liabilities or obligations accrued but unsatisfied on, or surviving, the date of such termination), by sending ninety (90) days' prior notice to the other party. (b) In the event the Company elects to terminate the Employee's employment under this Agreement pursuant to this Section 12, the Company shall continue to pay the Employee, in equal semi-monthly installments, the full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise would have accrued for a period equal to six the greater of (6i) monthstwo (2) years following the date of notice of the Company's election to terminate the Employee's employment or (ii) the balance of the then current Term of Employment; provided, however that if the Company elects to terminate this Agreement during the Initial Term, such amount shall be the Salary which otherwise would have accrued for a period equal to the greater of (i) one two (12) year years following the effective date of the termination of the Employee's employment or (ii) the balance of the Initial Term. (c) Prior to any termination for "Good Cause" (as hereinafter defined) by Employee of his employment hereunder, Employee shall provide a notice to the Company of any Good Cause for the Employee's termination of employment and shall provide the Company with a reasonable opportunity of not less than fifteen (15) business days to cure the reason(s) for the notice, if such reason consists of a claim of material breach of this Agreement. If the Company does not cure the reason for the notice within the period provided and Employee terminates his employment for Good Cause, the Company shall continue to pay the Employee, in equal semi-monthly installments, the full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise would have accrued for a period equal to six the greater of (6i) monthstwo (2) years following the effective date of the termination of the Employee's employment or (ii) the expiration of the then current Term of Employment; provided, however that if the Company does not cure the reason for the notice within the period provided and Employee terminates his employment for Good Cause during the Initial Term, such amount shall be the Salary which otherwise would have accrued for a period equal to the greater of (i) one two (12) year years following the termination of the Employee's employment or (ii) the balance of the Initial Term. In the event the Employee elects to terminate the Employee's employment under this Agreement, other than as set forth in the immediately preceding sentences, prior to the end of the Term of Employment, the Company's obligation to pay Salary shall cease as of the effective date of termination. (d) Any termination of the Employee's employment under this Agreement by the Company as provided in this Section 12 shall be in addition to, and not in substitution for, any rights with respect to termination of the Employee which the Company may have pursuant to Section 11. Notwithstanding any termination of the Employee's employment under this Agreement pursuant to this Section 12, the Employee, in consideration of his employment hereunder to the date of such termination, shall remain bound by the provisions of Section 7, 8, 9 and 14 hereof following any such termination. (e) For purposes of this Section 12, "Good Cause" shall mean a Detrimental Change as defined in Section 12(f) below or the Company shall have materially breached its obligations under this Agreement and such breach shall not have been cured at the time the Employee terminates his employment.