Common use of Without Good Cause Clause in Contracts

Without Good Cause. At any time, either the Executive or the Company may terminate this Agreement and the Executive’s employment, effective thirty (30) days after written notice is provided to the other. If (i) the Company terminates the Executive’s employment without good cause during or at the end of any Term, (ii) this Agreement expires or otherwise terminates at the end of a Term without renewal, (iii) the Executive voluntarily terminates employment with the Company as a result of the Company’s imposition of material and adverse changes, without the Executive’s consent, in the Executive’s principal duties, (iv) the Executive voluntarily terminates employment after the Company moves its principal executive offices more than 100 miles from its current location without the Executive’s consent or (v) in connection with a Change of Control, the Company terminates the Executive’s employment without good cause during the Term, the Executive will receive from the Company any base salary accrued through the date of termination and reimbursement of expenses. In addition, in any of these circumstances, and conditioned on the Executive’s continuing compliance with the other provisions of this Agreement, including Section 4 above, the Company shall pay the Executive, as severance pay, an aggregate amount equal to 100% (160% if the termination is covered by circumstance (v)) of Executive’s base salary in effect at the time of termination. The severance payments will be subject to customary tax withholdings. The severance payments will be payable in equal monthly installments on the first day of each month over the first year after the date of termination; provided, however, that if the Company determines in its discretion that the Executive is a “specified employee” (as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”)) as of the date of termination and that Section 409A of the Code applies with respect to a payment to Executive pursuant to this Section 5(d), the severance payments will commence on the six-month anniversary of the date of termination. The Company reserves the right to revise the timing of any payments hereunder in order to comply with Section 409A of the Code. As a condition to receiving the severance payments provided in this Section 5(d), the Company may require the Executive to execute a full release and waiver of all claims against Employer (excluding claims for amounts required under this Agreement to be paid upon severance and any then existing indemnification obligations to Executive) in a form reasonably acceptable to the Company. If the Company requires such a release, the Company will further delay the commencement of severance payments until the period of rescission for the release has lapsed.

Without Good Cause. At any time, either the Executive or the Company may terminate this Agreement and the Executive’s employment, effective thirty (30) days after written notice is provided to the other. If The Executive will receive from the Company any base salary accrued through the date of termination and reimbursement of expenses if (i) the Company terminates the Executive’s employment without good cause during or at the end any Term (including upon a Change of any TermControl), (ii) this Agreement expires or otherwise terminates at the end of a Term without renewal, (iii) the Executive voluntarily terminates employment with the Company as a result of the Company’s imposition of material and adverse changes, without the Executive’s consent, in the Executive’s principal dutiesduties (including upon a Change of Control), (iviii) the Executive voluntarily terminates employment (including upon a Change of Control) after the Company moves its principal executive offices more than 100 50 miles from its current location without the Executive’s consent or consent, (viv) in connection the Executive voluntarily terminates employment with the Company (including upon a Change of Control) as a result of the Company’s reduction of the Executive’s base salary without the Executive’s consent by more than the weighted average percentage reduction made contemporaneously by the Company of the base salaries all other executive officers, (v) the Company terminates the Executive’s employment without good cause during (aa) upon expiration of this Agreement at the Term, end of the Term without renewal (including upon a Change of Control) or (bb) at any time thereafter (including upon a Change of Control) if the Executive will receive from continues employment with the Company without an employment agreement or (vi) the Executive voluntarily terminates employment with the Company upon expiration of this Agreement at the end of the Term without renewal, or at any base salary accrued through time thereafter (including upon a Change of Control), unless the date Company offers a replacement employment agreement to the Executive on terms substantially similar to those of termination and reimbursement of expensesthis Agreement. In addition, in any of these circumstances, and conditioned on the Executive’s continuing compliance with the other provisions of this Agreement, including Section 4 above, the Company shall (aa) pay the Executive, as severance pay, an aggregate amount equal to 100% (160% if the termination is covered by circumstance (v)) of Executive’s base salary in effect at the time of termination and (bb) pay the Executive a prorated share of the Annual Bonus earned to the date of termination, assuming 100% of target achievement of both the Financial and Business Milestones (computed as provided hereafter). The severance payments will be subject to customary tax withholdings. The severance payments withholdings and will be payable in equal monthly installments on the first day of each month over the first year twelve months after the date of termination; provided, however, that if the Company determines in its discretion that Executive secures full-time employment, payment of any remaining severance pay will discontinue. In computing the Executive is a “specified employee” (as defined in Section 409A(a)(2)(B)(i) prorated share of the Internal Revenue Code of 1986, as amended (the “Code”)) as of the date of termination and that Section 409A of the Code applies with respect to a payment to Executive pursuant to this Section 5(d), the severance payments will commence on the six-month anniversary of the date of termination. The Company reserves the right to revise the timing of any payments hereunder in order to comply with Section 409A of the Code. As a condition to receiving the severance payments provided in this Section 5(d), the Company may require the Executive to execute a full release and waiver of all claims against Employer (excluding claims for amounts required under this Agreement to be paid upon severance and any then existing indemnification obligations to Executive) in a form reasonably acceptable Annual Bonus related to the Company. If the Company requires such a releaseFinancial Milestones, the Company will further delay apply 100% in Section 2(b)(i) above to determine the commencement of severance payments until Annual Bonus rate and then prorate the period of rescission Annual Bonus for the release has lapsedportion of the year that the Company employed the Executive. As an example, assume the Financial Milestone is $15 million of net sales, the Business Milestone is restructuring of employee benefits, the Executive is terminated without good cause 3/4ths through the year and at that point, the Company had achieved $10.125 million of net sales but had not yet accomplished its employee benefits restructuring. Nevertheless, the Executive earns a prorated Bonus based on deemed achievement of both the Financial and Business Milestones. At the 100% Bonus level for the full year, the Executive would receive 50% of base compensation. Therefore, for a termination without cause 3/4ths into the year, the Executive will receive 37.5% of base compensation.

Without Good Cause. At any time, either the Executive or the Company may terminate this Agreement and the Executive’s employment, effective thirty (30) days after written notice is provided to the other. If (i) the Company terminates the Executive’s employment without good cause during or at the end of any Term, (ii) this Agreement expires or otherwise terminates at the end of a Term without renewal, (iii) the Executive voluntarily terminates employment with the Company as a result of the Company’s imposition of material and adverse changes, without the Executive’s consent, in the Executive’s principal duties, (iv) the Executive voluntarily terminates employment after the Company moves its principal executive offices more than 100 miles from its current location without the Executive’s consent or (v) in connection with a Change of Control, the Company terminates the Executive’s employment without good cause during the Term, the Executive will receive from the Company any base salary accrued through the date of termination and reimbursement of expenses. In addition, in any of these circumstances, and conditioned on the Executive’s continuing compliance with the other provisions of this Agreement, including Section 4 above: (A) in the case of any termination pursuant to clauses (i) through (iv) of this Section 5(d), the Company shall pay the Executive, as severance pay, an aggregate amount equal to 100% (160% if the termination is covered by circumstance (v)) of Executive’s annual base salary in effect at the time of termination; and (B) in the case of any termination pursuant to clause (v) of this Section 5(d), the Company shall continue to provide Executive with all health and welfare benefits he was receiving prior to such change of control (including health, life, disability and dental insurance benefits, if so provided) for a period of one year after the date of termination, and in addition shall pay the Executive, as severance pay, an aggregate amount equal to (x) 160% of Executive’s annual base salary in effect at the time of termination, plus (y) a pro rata portion (based on the number of days of employment during that fiscal year) of the bonus that would have been earned by Executive in the year of termination assuming for such purposes that the Company and Executive achieve 100% of the bonus plan objectives for the full year. The severance payments will be subject to customary tax withholdings. The severance payments will be payable in equal monthly installments on the first day of each month over the first year after the date of termination; provided, however, that if the Company determines in its discretion that the Executive is a “specified employee” (as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”)) as of the date of termination and that Section 409A of the Code applies with respect to a payment to Executive pursuant to this Section 5(d), the severance payments will commence on the six-month anniversary of the date of termination. The Company reserves the right to revise the timing of any payments hereunder in order to comply with Section 409A of the Code. As a condition to receiving the severance payments provided in this Section 5(d), the Company may require the Executive to execute a full release and waiver of all claims against Employer (excluding claims for amounts required under this Agreement to be paid upon severance and any then existing indemnification obligations to Executive) in a form reasonably acceptable to the Company. If the Company requires such a release, the Company will further delay the commencement of severance payments until the period of rescission for the release has lapsed.” Except with respect to such amendments to Section 5(d), the Agreement shall remain in full force and effect in accordance with its terms.

Without Good Cause. At any timetime after the commencement of employment, either the Executive Employee or the Company may Employer may, without good cause, terminate this Agreement and the Executive’s Employee's employment, effective thirty (30) days after written notice is provided to the otherother party. If (i) the Company terminates the Executive’s employment without good cause during or at the end of any Term, (ii) this Agreement expires or otherwise terminates at the end of a Term without renewal, (iii) the Executive voluntarily terminates employment with the Company as a result of the Company’s imposition of material and adverse changes, without the Executive’s consent, in the Executive’s principal duties, (iv) the Executive voluntarily terminates employment after the Company moves its principal executive offices more than 100 miles from its current location without the Executive’s consent or (v) in connection with a Change of Control, the Company terminates the Executive’s employment Should Employee be terminated by Employer without good cause during the Term, the Executive will (i) Employee shall receive from Employer, in a lump-sum payment due on the Company any effective date of termination, an amount equal to two times Employee's base salary accrued through at the rate then in effect, (ii) any options to purchase Common Stock granted to Employee that would have vested on the next succeeding anniversary of the grant date following such termination shall vest pro rata from the first day following the anniversary of the grant date of such options immediately preceding such termination, up to and including the effective date of termination and reimbursement computed based on a 365-day year (or, if such termination occurs within the first year, the number of expenses. In additiondays that have elapsed subsequent to the Effective Date), in any and, for the sole purpose of these circumstancesbeing eligible to exercise all of his vested options, and conditioned on Employee's employment shall be deemed to continue for whatever time period is remaining under the Executive’s continuing compliance with Initial Term or the other provisions then current Renewal Term of this Agreement, including disregarding its earlier termination on Employee's termination of employment under this Section 4 above, 5(d) and (iii) the Company Issued Shares shall pay the Executive, as severance pay, an aggregate amount equal to 100% vest in accordance with clause (160% if the termination is covered by circumstance (v)) of Executive’s base salary in effect at the time of termination. The severance payments will be subject to customary tax withholdings. The severance payments will be payable in equal monthly installments on the first day of each month over the first year after the date of termination; provided, however, that if the Company determines in its discretion that the Executive is a “specified employee” (as defined in Section 409A(a)(2)(B)(iG) of the Internal Revenue Code of 1986, as amended (the “Code”)) as of the date of termination and that Section 409A of the Code applies with respect to a payment to Executive Vesting Schedule. If Employee resigns or otherwise terminates Employee's employment without cause pursuant to this Section 5(d), the Employee shall receive no severance payments will commence on the six-month anniversary of the date of terminationcompensation. The Company reserves the right to revise the timing of any payments hereunder in order to comply with Section 409A of the Code. As a condition to receiving the severance payments provided in this Section 5(d), the Company may require the Executive to execute a full release and waiver of all claims against Employer (excluding claims for amounts required under this Employment Agreement to be paid upon severance and any then existing indemnification obligations to Executive) in a form reasonably acceptable to the Company. If the Company requires such a release, the Company will further delay the commencement of severance payments until the period of rescission for the release has lapsed.-- Petxx X. Xxxxxxx 6

Without Good Cause. Should Employee be terminated without good cause by Recency Media or Recency Media fails to extend this Agreement without good cause, Employee shall receive, (i) one (1) times Employee’s then current Base Salary plus (ii) one (1) times Employee’s most recent bonus earned (the “Termination Payment”). The Termination Payment shall be payable over a one (1) year period, with regular payments being made in accordance with Recency Media’s standard payroll procedures but not less than monthly. Any amounts payable to Employee pursuant to this Section 4(b) shall be contingent upon Employee’s execution of an effective general release of claims in the form determined by Recency Media, which in any event shall be substantially in the form attached to this Agreement as Exhibit A. It is specifically understood and agreed that, in the event Employee’s employment is terminated without good cause, Employee executes such general release of claims, Recency Media shall in all circumstances be required to pay the Termination Payment to Employee, regardless of whether Employee has obtained other employment following such termination and Employee shall be under no duty to mitigate such amount or take any action to lessen Recency Media’s liability for such payment, which is intended to be absolute. Further, any termination without good cause by Recency Media shall automatically reduce the restrictive covenant period set forth in Section 3(a) from one (1) year to six (6) months from the date of termination. In the event Employee is terminated without good cause pursuant to this Section 4(b), Employee’s stock options and other stock awards shall become fully vested and exercisable and Employee shall have, notwithstanding anything to the contrary contained in any relevant option or stock award agreements, one hundred eighty (180) days within which to exercise any vested options, after which any options not exercised by Employee would be forfeited; provided, however, if Employee is terminated without good cause pursuant to this Section 4(b) upon or within one (1) year following a Change in Control (as defined in Section 11(e) hereunder), Employee shall have, notwithstanding anything to the contrary contained in any relevant option or stock award agreements, one (1) year within which to exercise any vested and outstanding options, to the extent permitted by the underlying agreements governing the Change in Control, after which any options not exercised by Employee would be forfeited. At any timetime after the Effective Date, either the Executive or the Company may Employee may, without good cause, terminate this Agreement and the ExecutiveEmployee’s employment, effective thirty (30) days after written notice is provided to the otherRecency Media. If (i) the Company Employee voluntarily resigns or otherwise terminates the Executive’s his employment without good cause during or at the end of any Term, (ii) this Agreement expires or otherwise terminates at the end of a Term without renewal, (iii) the Executive voluntarily terminates employment with the Company as a result of the Company’s imposition of material and adverse changes, without the Executive’s consent, in the Executive’s principal duties, (iv) the Executive voluntarily terminates employment after the Company moves its principal executive offices more than 100 miles from its current location without the Executive’s consent or (v) in connection with a Change of Control, the Company terminates the Executive’s employment without good cause during the Term, the Executive will receive from the Company any base salary accrued through the date of termination and reimbursement of expenses. In addition, in any of these circumstances, and conditioned on the Executive’s continuing compliance with the other provisions of this Agreement, including Section 4 above, the Company shall pay the Executive, as severance pay, an aggregate amount equal to 100% (160% if the termination is covered by circumstance (v)) of Executive’s base salary in effect at the time of termination. The severance payments will be subject to customary tax withholdings. The severance payments will be payable in equal monthly installments on the first day of each month over the first year after the date of termination; provided, however, that if the Company determines in its discretion that the Executive is a “specified employee” (as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”)) as of the date of termination and that Section 409A of the Code applies with respect to a payment to Executive pursuant to this Section 5(d4(b), the severance payments will commence on the six(i) Employee shall receive twenty-month anniversary five percent (25%) of the date of termination. The Company reserves the right to revise the timing of any payments hereunder Termination Payment as described in order to comply with Section 409A of the Code. As a condition to receiving the severance payments provided in this Section 5(d), the Company may require the Executive to execute a full release 4(b) above; and waiver of all claims against Employer (excluding claims for amounts required under this Agreement to be paid upon severance and any then existing indemnification obligations to Executiveii) in a form reasonably acceptable notwithstanding anything to the Company. If the Company requires contrary contained in any relevant option or stock award agreements, Employee shall have ninety (90) days within which to exercise any previously vested and outstanding options, after which any such a release, the Company options not exercised by Employee will further delay the commencement of severance payments until the period of rescission for the release has lapsedbe forfeited.

Without Good Cause. At any time, either the Executive or the Company Hanmi may terminate the Agreement without a showing of “good cause”. Should this Agreement and the be terminated by Hanmi without “good cause”, subject to Executive’s employment, execution of an effective thirty (30) days after written notice is provided to the other. If (i) the Company terminates the Executive’s employment without good cause during or at the end general release of any Term, (ii) this Agreement expires or otherwise terminates at the end of a Term without renewal, (iii) the Executive voluntarily terminates employment with the Company as a result of the Company’s imposition of material claims and adverse changes, without the Executive’s consent, in the Executive’s principal duties, (iv) the Executive voluntarily terminates employment after the Company moves its principal executive offices more than 100 miles from its current location without the Executive’s consent or (v) in connection with a Change of Control, the Company terminates the Executive’s employment without good cause during the Term, the Executive will receive from the Company any base salary accrued through the date of termination and reimbursement of expenses. In addition, in any of these circumstances, and conditioned on the Executive’s continuing compliance with the other provisions covenants set forth in Sections 3, 5 and 6, Executive shall receive the following benefits: (1) Executive shall continue to receive his base salary over the remainder of the Term as if Executive had continued to deliver services to Hanmi under this AgreementAgreement for the remainder of the Term (including cost of living adjustments to such base salary as described in Section 2(a) above), including Section 4 above(2) any Options that are outstanding on the date of Executive’s termination without “good cause” shall continue to vest and become exercisable as if Executive had continued to deliver services to Hanmi under this Agreement for the remainder of the Term, (3) the Stock Bonus shall continue to vest as if Executive had continued to deliver services to Hanmi under this Agreement for the remainder of the Term, and (4) the Company shall pay the premium cost of any private medical, dental and vision coverage that Executive purchases for the benefit of himself, his spouse and his covered dependents with coverage no more favorable in the aggregate than the coverage received by Executive, as severance payhis spouse and his covered dependents immediately prior to such termination of employment, an aggregate amount equal such payments to 100% continue for the shorter of (160% if i) the termination is covered by circumstance (v)) of Executive’s base salary in effect at the time of termination. The severance payments will be subject to customary tax withholdings. The severance payments will be payable in equal monthly installments on the first day of each month over the first year after the date of termination; provided, however, that if the Company determines in its discretion that the Executive is a “specified employee” (as defined in Section 409A(a)(2)(B)(i) remainder of the Internal Revenue Code of 1986, Term as amended (the “Code”)) as of the date of termination and that Section 409A of the Code applies with respect if Executive had continued to a payment deliver services to Executive pursuant to this Section 5(d), the severance payments will commence on the six-month anniversary of the date of termination. The Company reserves the right to revise the timing of any payments hereunder in order to comply with Section 409A of the Code. As a condition to receiving the severance payments provided in this Section 5(d), the Company may require the Executive to execute a full release and waiver of all claims against Employer (excluding claims for amounts required Hanmi under this Agreement for such period or (ii) the date that Executive becomes eligible to receive health care benefits under a health care plan sponsored by a subsequent employer (collectively the “Termination Payment”). Executive shall have no obligation to mitigate such amount or take any action to lessen Hanmi’s liability for such payment, but in the event that Executive receives any cash, goods, services, or other property (“Remuneration”) for his services over the period during which any portion of the Termination Payment is being made, the amount of the unpaid cash portion of the Termination Payment shall be paid upon severance reduced by the value of such Remuneration. In the event that Executive violates one or more of the covenants set forth in Sxxxxxx 0, Xxxxx shall be entitled to immediately cease any further payments of the Termination Payment and any then existing indemnification obligations may seek the return of the value of the portion of the Termination Payment previously made to Executive) in a form reasonably acceptable to the Company. If the Company requires such a release, the Company will further delay the commencement of severance payments until the period of rescission for the release has lapsed.