Common use of Earlier Termination Clause in Contracts

Earlier Termination. (a) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six successive months or for shorter periods aggregating nine months in any calendar year, the directors of the Company may determine, on the basis of medical evidence satisfactory to the Company, in the Company's sole discretion, that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated in accordance with Section 8 hereof. (b) Except as otherwise provided in this Agreement, if the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of death of the Executive. (c) The Company, by notice to the Executive, may terminate this Agreement for proper cause. As used herein, "proper cause" shall mean (i) the willful and continued failure by the Executive to substantially perform his duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure resulting from termination by the Executive for Good Reason (as defined below)) after a written demand for substantial performance is delivered to the Executive by the directors of the Company, which demand specifically identifies the manner in which the directors believe that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this subsection 6(c), no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not opposed to the best interests of the Company and its shareholders. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for proper cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of all of the directors of the Company at a meeting of the directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with counsel of his choosing, to be heard before the directors not less than 10 business days after the giving of such notice), finding that in the good faith opinion of the directors, the Executive conducted himself as set forth above in clause (i) or (ii) of the first sentence of this subsection 6(c) and specifying the particulars of such conduct in detail. (d) The Executive may terminate this Agreement for "Good Reason" if any of the following events occurs:

Earlier Termination. (a) If the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"). (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six successive consecutive months or for shorter periods aggregating nine months in any calendar year, the directors of the Company may determine, on the basis of medical evidence satisfactory to the Company, determine (as set forth in the Company's sole discretion, subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated in accordance with Section 8 hereof. (b) Except as otherwise provided in this Agreement, if and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall die during occur, as well as a bonus equal to the term product of this Agreement, (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement shall be deemed to have been is terminated as through the last day of the date of death of month during which this Agreement is terminated and (y) the ExecutiveDeemed Bonus Fraction. (c) The Company, by written notice to the ExecutiveExecutive specifying the reason therefor, may terminate this Agreement for proper causeCause as determined pursuant to subsection (d) below. As used herein, "proper causeCause" shall mean (i) the willful and continued failure be defined as actions by the Executive to substantially perform his duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure resulting from termination by the Executive for Good Reason (as defined below)) after a written demand for substantial performance which constitute malfeasance. Malfeasance includes, but is delivered to the Executive by the directors of the Company, which demand specifically identifies the manner in which the directors believe that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this subsection 6(c), no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not opposed to the best interests of the Company and its shareholders. Notwithstanding the foregoinglimited to, the Executive shall not be deemed to have been terminated for proper cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of all of the directors of the Company at a meeting of the directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executiveengaging in fraud, together with counsel of his choosing, to be heard before the directors not less than 10 business days after the giving of such notice), finding that in the good faith opinion of the directors, the Executive conducted himself as set forth above in clause (i) dishonest conduct or (ii) of the first sentence of this subsection 6(c) and specifying the particulars of such conduct in detailother criminal conduct. (d) The Executive may terminate this Agreement for "Good Reason" if any of the following events occurs:

Earlier Termination. (a) If the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all Base Compensation due hereunder prorated through the last day of the month during which the Executive shall have died. (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six successive consecutive months or for shorter periods aggregating nine months in any calendar yearduring the term of this Agreement, the directors of the Company may determine, on the basis of medical evidence satisfactory to the Company, determine (as set forth in the Company's sole discretion, subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated in accordance with Section 8 hereof. (b) Except as otherwise provided in this Agreement, if and the Company shall pay to the Executive shall die during all Base Compensation due hereunder prorated through the term of this Agreement, this Agreement shall be deemed to have been terminated as last day of the date of death of the Executivemonth during which such termination shall occur. (c) The Company, by written notice to the ExecutiveExecutive specifying the reason therefor, may terminate this Agreement for proper causeCause as determined pursuant to subsection (d) below. As used herein, "proper causeCause" shall mean (i) the willful and continued failure be defined as actions or inactions by the Executive which constitute gross negligence, gross misconduct, willful misconduct, dishonest conduct, malfeasance, misfeasance or nonfeasance, criminal conduct, fraud, a material breach of any duties, responsibilities or obligations hereunder, or habitual abuse of drugs or alcohol or conviction by a court, arbitration panel or other tribunal of competent jurisdiction, found liable for or confessed to substantially perform his duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness act of larceny, embezzlement, conversion or any such actual or anticipated failure resulting from termination by act involving the Executive for Good Reason (as defined below)) after a written demand for substantial performance is delivered to misappropriation of funds in the Executive by course of his employment hereunder. In the directors of the Company, which demand specifically identifies the manner in which the directors believe event that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this subsection 6(c), no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not opposed to the best interests of the Company and its shareholders. Notwithstanding the foregoingterminated for Cause, the Executive shall not be deemed to have been terminated for proper cause unless and until there shall have been delivered to paid the Executive a copy Executive's full Base Compensation through the date of a resolution duly adopted by termination at the affirmative vote rate in effect at the time notice of not less than three-quarters (3/4) of all of the directors of the Company at a meeting of the directors called and held for such purpose (after reasonable notice termination is given to the Executive and an opportunity for the Executive, together with counsel of his choosing, Company shall thereafter have no further obligations to be heard before the directors not less than 10 business days after the giving of such notice), finding that in the good faith opinion of the directors, the Executive conducted himself as set forth above in clause (i) or (ii) of the first sentence of under this subsection 6(c) and specifying the particulars of such conduct in detailAgreement. (d) The Executive may terminate this Agreement for "Good Reason" if any of the following events occurs:

Earlier Termination. (a) If a. Employee's employment hereunder shall automatically be terminated upon the Executive shall fail, because death of illness the Employee or incapacity, to render Employee's voluntarily leaving the services contemplated by this Agreement for six successive months or for shorter periods aggregating nine months in any calendar year, the directors employ of the Company and, in addition, may determinebe terminated, on at the basis sole discretion of medical evidence satisfactory to the Company, as follows: i. upon thirty (30) days' prior written notice by the Company, in the Companyevent of the Employee's sole discretion, that the Executive has become disableddisability as set forth in Section 8(b) below; or ii. If within upon thirty (30) days after the date on which days' prior written notice by the Company, in the event that the Company terminates the Employee's employment hereunder for cause as set forth in Section 8(c) below, and the failure of the Employee to cure the condition constituting such determination cause if the same is curable within such thirty (30) day period after such notice has been given by the Company. b. Employee shall be deemed disabled hereunder, if in the opinion of the Board of Directors of the Company, as confirmed by competent medical advice in writing, he shall become physically or mentally unable to perform his duties for the ExecutiveCompany hereunder and such incapacity shall have continued for any period of ninety (90) days in any consecutive twelve (12) months. c. For purposes hereof, "cause" shall mean, and be limited to, the Executive shall not have returned to the full-time following: (a) Employee's willful malfeasance or gross negligence in performance of his duties hereunder, this Agreement and the employment as an employee of the Executive hereunder shall be deemed terminated in accordance with Section 8 hereof. Company; (b) Except as otherwise provided in this Agreementthe material breach of any covenant made by Employee hereunder, if under the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as terms of the date of death Merger Agreement or under the terms of the Executive. Non Competition Agreement between and among the Employee, the Company and KDTI; or (c) The Company, a dishonest act or omission by notice to the Executive, may terminate this Agreement for proper cause. As used herein, "proper cause" shall mean Employee which either (i) results in his personal enrichment at the willful and continued failure by the Executive to substantially perform his duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure resulting from termination by the Executive for Good Reason (as defined below)) after a written demand for substantial performance is delivered to the Executive by the directors expense of the Company, which demand specifically identifies the manner in which the directors believe that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive results in conduct which is demonstrably and materially injurious his conviction of, or plea of nolo contendere to, a felony or other serious crime, not including a motor vehicle offense; (d) a breach of Employee's fiduciary duties to the Company, monetarily or otherwise. For purposes of this subsection 6(c), no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not opposed to the best interests of the Company and its shareholders. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for proper cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of all of the directors of the Company at a meeting of the directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with counsel of his choosing, to be heard before the directors not less than 10 business days after the giving of such notice), finding that in the good faith opinion of the directors, the Executive conducted himself as set forth above in clause (i) ; or (iie) a conviction of the first sentence of this subsection 6(c) and specifying the particulars of such conduct in detailany federal or state securities' laws. (d) The Executive may terminate this Agreement for "Good Reason" if any of the following events occurs:

Earlier Termination. (a) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six successive months or for shorter periods aggregating nine months in any calendar year, the directors of the Company Board may determine, on the basis of medical evidence satisfactory to the CompanyBoard, in the CompanyBoard's sole discretion, that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated on such 30th day in accordance with Section 8 hereof. (b) Except as otherwise provided in this Agreement, if the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of death of the Executive. (c) The Company, by notice to the Executive, may terminate this Agreement for proper cause. As used herein, "proper cause" shall mean (i) the willful and continued failure by the Executive to substantially perform his duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure resulting from termination by the Executive for Good Reason (as defined below)) after a written demand for substantial performance is delivered to the Executive by the directors of the CompanyBoard, which demand specifically identifies the manner in which the directors believe Board believes that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this subsection 6(c), no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not opposed to the best interests of the Company and its shareholdersStockholders. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for proper cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of all of the directors members of the Company Board at a meeting of the directors Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with counsel of his choosing, to be heard before the directors Board not less than 10 business days after the giving of such notice), finding that in the good faith opinion of the directorsBoard, the Executive conducted himself as set forth above in clause (i) or (ii) of the first sentence of this subsection 6(c) and specifying the particulars of such conduct in detail. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given by the Executive shall constitute proper cause for purposes of this Agreement. (d) The Executive may terminate this Agreement for "Good Reason" if any of the following events occurs:

Earlier Termination. (a) If the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died. (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six successive consecutive months or for shorter periods aggregating nine months in any calendar year, the directors of the Company may determine, on the basis of medical evidence satisfactory to the Company, determine (as set forth in the Company's sole discretion, subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated in accordance with Section 8 hereof. (b) Except as otherwise provided in this Agreement, if and the Company shall pay to the Executive shall die during all monies due hereunder prorated through the term of this Agreement, this Agreement shall be deemed to have been terminated as last day of the date of death of the Executivemonth during which such termination shall occur. (c) The Company, by written notice to the ExecutiveExecutive specifying the reason therefor, may terminate this Agreement for proper causeCause as determined pursuant to subsection (d) below. As used herein, "proper causeCause" shall mean be defined as actions by the Executive which constitute (i) the fraud, illegal or willful and continued failure by the Executive to substantially perform his duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical misconduct or mental illness or any such actual or anticipated failure resulting from termination by the Executive for Good Reason (as defined below)) after a written demand for substantial performance is delivered to the Executive by the directors of the Companydishonest conduct, which demand specifically identifies the manner in which the directors believe that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Companya breach of any duties, monetarily responsibilities or otherwiseobligations hereunder or (iii) habitual abuse of drugs or alcohol. For purposes of this subsection 6(c), no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not opposed to the best interests of the Company and its shareholders. Notwithstanding the foregoingIn such event, the Executive shall not be deemed to have been terminated for proper cause unless paid the Executive's full base salary through the date of termination at the rate in effect at the time notice of termination is given and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of all of the directors of the Company at a meeting of the directors called and held for such purpose (after reasonable notice shall thereafter have no further obligations to the this Executive and an opportunity for the Executive, together with counsel of his choosing, to be heard before the directors not less than 10 business days after the giving of such notice), finding that in the good faith opinion of the directors, the Executive conducted himself as set forth above in clause (i) or (ii) of the first sentence of under this subsection 6(c) and specifying the particulars of such conduct in detailAgreement. (d) The Executive may terminate this Agreement for "Good Reason" if any of the following events occurs:

Earlier Termination. (a) If the Executive shall die during the term of this Third Amended and Restated Agreement, this Third Amended and Restated Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive or into the Wellsford Real Properties, Inc. Deferred Compensation Plan as a bonus on his behalf for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"); (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Third Amended and Restated Agreement for six successive consecutive months or for shorter periods aggregating nine months in any calendar year, the directors of the Company may determine, on the basis of medical evidence satisfactory to the Company, determine (as set forth in the Company's sole discretion, subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Third Amended and Restated Agreement and the employment of the Executive hereunder shall be deemed terminated in accordance with Section 8 hereof. (b) Except as otherwise provided in this Agreement, if and the Company shall pay to the Executive shall die during all monies due hereunder prorated through the term of this Agreement, this Agreement shall be deemed to have been terminated as last day of the date month during which such termination shall occur, as well as a bonus equal to the product of death (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the Executiveyear in which this Third Amended and Restated Agreement is terminated through the last day of the month during which this Third Amended and Restated Agreement is terminated and (y) the Deemed Bonus Fraction. (c) The Company, by written notice to the ExecutiveExecutive specifying the reason therefor, may terminate this Third Amended and Restated Agreement for proper causeCause as determined pursuant to subsection (d) below. As used herein, "proper causeCause" shall mean (i) the willful and continued failure be defined as actions by the Executive to substantially perform his duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure resulting from termination by the Executive for Good Reason (as defined below)) after a written demand for substantial performance which constitute malfeasance. Malfeasance includes, but is delivered to the Executive by the directors of the Company, which demand specifically identifies the manner in which the directors believe that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this subsection 6(c), no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not opposed to the best interests of the Company and its shareholders. Notwithstanding the foregoinglimited to, the Executive shall not be deemed to have been terminated for proper cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of all of the directors of the Company at a meeting of the directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executiveengaging in fraud, together with counsel of his choosing, to be heard before the directors not less than 10 business days after the giving of such notice), finding that in the good faith opinion of the directors, the Executive conducted himself as set forth above in clause (i) dishonest conduct or (ii) of the first sentence of this subsection 6(c) and specifying the particulars of such conduct in detailother criminal conduct. (d) The Executive may terminate this Agreement for "Good Reason" if any of the following events occurs:

Earlier Termination. (a) If the Executive shall die during the term of this Second Amended and Restated Agreement, this Second Amended and Restated Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive or into the Wellsford Real Properties, Inc. Deferred Compensation Plan as a bonus on his behalf for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"); (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Second Amended and Restated Agreement for six successive consecutive months or for shorter periods aggregating nine months in any calendar year, the directors of the Company may determine, on the basis of medical evidence satisfactory to the Company, determine (as set forth in the Company's sole discretion, subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Second Amended and Restated Agreement and the employment of the Executive hereunder shall be deemed terminated in accordance with Section 8 hereof. (b) Except as otherwise provided in this Agreement, if and the Company shall pay to the Executive shall die during all monies due hereunder prorated through the term of this Agreement, this Agreement shall be deemed to have been terminated as last day of the date month during which such termination shall occur, as well as a bonus equal to the product of death (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the Executiveyear in which this Second Amended and Restated Agreement is terminated through the last day of the month during which this Second Amended and Restated Agreement is terminated and (y) the Deemed Bonus Fraction. (c) The Company, by written notice to the ExecutiveExecutive specifying the reason therefor, may terminate this Second Amended and Restated Agreement for proper causeCause as determined pursuant to subsection (d) below. As used herein, "proper causeCause" shall mean (i) the willful and continued failure be defined as actions by the Executive to substantially perform his duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure resulting from termination by the Executive for Good Reason (as defined below)) after a written demand for substantial performance which constitute malfeasance. Malfeasance includes, but is delivered to the Executive by the directors of the Company, which demand specifically identifies the manner in which the directors believe that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this subsection 6(c), no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not opposed to the best interests of the Company and its shareholders. Notwithstanding the foregoinglimited to, the Executive shall not be deemed to have been terminated for proper cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of all of the directors of the Company at a meeting of the directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executiveengaging in fraud, together with counsel of his choosing, to be heard before the directors not less than 10 business days after the giving of such notice), finding that in the good faith opinion of the directors, the Executive conducted himself as set forth above in clause (i) dishonest conduct or (ii) of the first sentence of this subsection 6(c) and specifying the particulars of such conduct in detailother criminal conduct. (d) The Executive may terminate this Agreement for "Good Reason" if any of the following events occurs:

Earlier Termination. (a) If the Executive shall fail, because of illness or incapacity, disability to render the services contemplated by this Agreement for six successive months or for shorter periods aggregating nine months in any calendar yearof the three Contract Years, the directors of the Company Board may determine, on the basis of medical evidence satisfactory to the CompanyBoard, in the CompanyBoard's sole discretion, that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated on such 30th day in accordance with Section 8 hereof. (b) Except as otherwise provided in this Agreement, if the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of death of the Executive. (c) The CompanyEmployers, by notice to the Executive, may terminate this Agreement for proper cause. As used herein, "proper cause" shall mean (i) the willful and continued failure by the Executive to substantially perform his duties with the Company Employers (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure resulting from termination by the Executive for Good Reason (as defined below)) after a written demand for substantial performance is delivered to the Executive by the directors of the CompanyBoard, which demand specifically identifies the manner in which the directors believe Board believes that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the CompanyEmployers, monetarily or otherwise. For purposes of this subsection 6(c), no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not opposed to the best interests of the Company Employers and its shareholderstheir equity owners. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for proper cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of all of the directors members of the Company Board at a meeting of the directors Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with counsel of his choosing, to be heard before the directors Board not less than 10 business days after the giving of such notice), finding that in the good faith opinion of the directorsBoard, the Executive conducted himself as set forth above in clause (i) or (ii) of the first sentence of this subsection 6(c) above and specifying the particulars of such conduct in detail. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a notice of termination is given by the Executive to the Employers shall constitute "proper cause" for purposes of this Agreement. (d) The Executive may terminate this Agreement for "Good Reason" if any of the following events occurs:

Earlier Termination. (a) If the Executive Manufacturer shall fail, because of illness or incapacity, be entitled to render the services contemplated by terminate this Agreement for six successive months by giving not less than twenty (20) days' written notice to Distributor if there is any change in the management, ownership or for shorter periods aggregating nine months control of Distributor. Distributor agrees to provide notice to Manufacturer no earlier than thirty (30) business days prior to the consummation of any change in the management, ownership or control of Distributor. (b) Without prejudice to any calendar yearother provision in this Agreement, Manufacturer shall be entitled to terminate this Agreement by giving not less than five (5) days' written notice to Distributor upon the directors occurrence of any of the Company may determine, on following: (i) Distributor fails to perform its obligations under the basis Distributor's Business Plan and such non-performance continues for thirty (30) days after written notice giving full particulars of medical evidence satisfactory such non-performance and requiring it to be remedied; (ii) Distributor commits any breach of any of the Companyprovisions of this Agreement and, in the Company's sole discretioncase of a breach of a payment obligation, that fails to remedy the Executive has become disabled. If same within five (5) days after written notice of such failure to pay, and in the case of a breach of any other obligation, fails to remedy the same within thirty (30) days after the date on which receipt of a written notice of such determination is given to the Executive, the Executive shall not have returned to the full-time performance of his duties hereunder, this Agreement and the employment giving full particulars of the Executive hereunder shall breach and requiring it to be deemed terminated in accordance with Section 8 hereof.remedied; (biii) Except as otherwise provided in this AgreementDistributor goes into bankruptcy, if the Executive shall die during the term of this Agreementmoratorium, this Agreement shall be deemed receivership, liquidation, or anything analogous to have been terminated as any of the date foregoing under the law of death of the Executiveany jurisdiction; or (iv) Distributor ceases to carry on business or Manufacturer reasonably believes that Distributor will be ceasing to carry on business or otherwise be unable to perform its obligations to Manufacturer. (c) The CompanyDistributor shall have no claim against Manufacturer for compensation for loss of distribution rights, by notice to the Executive, may terminate this Agreement for proper cause. As used herein, "proper cause" shall mean (i) the willful and continued failure by the Executive to substantially perform his duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness loss of goodwill or any such actual or anticipated failure resulting from termination by the Executive for Good Reason (as defined below)) after a written demand for substantial performance is delivered to the Executive by the directors of the Company, which demand specifically identifies the manner in which the directors believe that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this subsection 6(c), no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not opposed to the best interests of the Company and its shareholders. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for proper cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of all of the directors of the Company at a meeting of the directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with counsel of his choosing, to be heard before the directors not less than 10 business days after the giving of such notice), finding that in the good faith opinion of the directors, the Executive conducted himself as set forth above in clause (i) or (ii) of the first sentence of this subsection 6(c) and specifying the particulars of such conduct in detailsimilar loss. (d) The Executive may terminate this Agreement for "Good Reason" if any of the following events occurs:

Earlier Termination. (a) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six successive months or for shorter periods aggregating nine months in any calendar year, the directors of the Company Board may determine, on the basis of medical evidence satisfactory to the CompanyBoard, in the Company's Board’s sole discretion, that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated on such 30th day in accordance with Section 8 hereof. (b) Except as otherwise provided in this Agreement, if the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of death of the Executive. (c) The Company, by notice to the Executive, may terminate this Agreement for proper cause. As used herein, "“proper cause" ” shall mean (i) the willful and continued failure by the Executive to substantially perform his duties with the Company (other than any such failure resulting from the Executive's ’s incapacity due to physical or mental illness or any such actual or anticipated failure resulting from termination by the Executive for Good Reason (as defined below)) after a written demand for substantial performance is delivered to the Executive by the directors of the CompanyBoard, which demand specifically identifies the manner in which the directors believe Board believes that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this subsection 6(c), no act, or failure to act, on the Executive's ’s part shall be deemed "“willful" ” unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not opposed to the best interests of the Company and its shareholdersstockholders. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for proper cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of all of the directors members of the Company Board at a meeting of the directors Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with counsel of his choosing, to be heard before the directors Board not less than 10 business days after the giving of such notice), finding that in the good faith opinion of the directorsBoard, the Executive conducted himself as set forth above in clause (i) or (ii) of the first sentence of this subsection 6(c) and specifying the particulars of such conduct in detail. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given by the Executive shall constitute proper cause for purposes of this Agreement. (d) The Executive may terminate this Agreement for "“Good Reason" ” if any of the following events occurs: (i) the assignment to the Executive of any duties materially inconsistent with his status as a senior executive officer of the Company or a substantial alteration in the nature or status of his responsibilities; (ii) the Company’s breach of any of its agreements or obligations under this Agreement; (iii) the failure by the Company to pay the Executive any installment of a previous award under any bonus or incentive compensation arrangement; (iv) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 13 hereof; (v) any purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination (defined below) satisfying the requirements of Section 7 hereof; or (vi) any change in control of the Company, as defined in subsection 6(e). (e) For purposes of this Agreement, a “change in control of the Company” shall be deemed to occur if: (i) there shall have occurred a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as in effect on the date hereof, whether or not the Company is then subject to such reporting requirement, provided, however, that there shall not be deemed to be a change in control of the Company if immediately prior to the occurrence of what would otherwise be a change in control of the Company (A) the Executive is the other party to the transaction (a “Control Event”) that would otherwise result in a change in control of the Company or (B) the Executive is an executive officer, trustee, director or more than 5% equity holder of the other party to the Control Event or of any entity, directly or indirectly, controlling such other party, or (ii) the Company engages in a merger, consolidation or reorganization or sells all or substantially all of the Company’s assets to a “Person” (as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act (each, a “Transaction”)), provided, however, that a Transaction shall not be deemed to result in a change in control of the Company if (A) immediately prior thereto the circumstances in subsection 6(e)(i)(A) or subsection 6(e)(i)(B) above exist, or (B) (1) the stockholders immediately before such Transaction own, directly or indirectly, immediately following such Transaction in excess of 69% of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such Transaction (the “Surviving Corporation”) in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Transaction and (2) the individuals who were members of the Board immediately prior to the execution of the agreement providing for such Transaction constitute at least a majority of the members of the board of directors or the board of trustees, as the case may be, of the Surviving Corporation, or of a corporation or other entity beneficially, directly or indirectly, owning a majority of the outstanding voting securities of the Surviving Corporation, or (iii) the Company acquires the assets of another company or a subsidiary of the Company merges, consolidates or reorganizes with another company (each, an “Other Transaction”) and (A) the stockholders immediately before such Other Transaction own, directly or indirectly, immediately following such Other Transaction 69% or less of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such Other Transaction (the “Other Surviving Corporation”) in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Other Transaction or (B) the individuals who were members of the Company’s Board immediately prior to the execution of the agreement providing for such Other Transaction constitute less than a majority of the members of the board of directors or the board of trustees, as the case may be, of the Other Surviving Corporation, or of a corporation or other entity beneficially directly or indirectly owning a majority of the outstanding voting securities of the Other Surviving Corporation, provided, however, that an Other Transaction shall not be deemed to result in a change in control of the Company if immediately prior thereto the circumstances in subsection 6(e)(i)(A) or subsection 6(e)(i)(B) above exist, or (iv) adoption by the Board and the approval by the stockholders of a liquidation or dissolution of the Company; (v) any Person or group of affiliated Persons owns at any time 30% or more of the outstanding voting securities of the Company, provided that such Person or group shall not be deemed to own 30% or more of the outstanding voting securities of the Company if the last event or transaction which results in such ownership is (a) the issuance of such securities in connection with the sale by the Company of less than all or substantially all of its assets or (b) the acquisition by the Company of any such voting securities; provided, however, that if a Person owns 30% or more of the outstanding voting securities of the Company as a result of the acquisition by the Company of any such voting securities and after such acquisition by the Company, such Person becomes the owner of any additional voting securities of the Company than a change in control of the Company shall occur; or (vi) the rejection by the stockholders of the entire slate of directors that the Board proposes at a single election of directors; and (vii) the rejection by the stockholders of one-half or more of the directors that the Board proposes over any two or more consecutive elections of directors. (f) Notwithstanding anything contained in this Agreement to the contrary, if the Executive’s employment is terminated prior to a change in control of the Company and the Executive reasonably demonstrates that such termination: (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a change in control and who effectuates a change in control of the Company or (ii) otherwise occurred in connection with, or in anticipation of, a change in control of the Company which actually occurs, then for all purposes of this Agreement, the date of a change in control of the Company with respect to the Executive shall mean the date immediately prior to the date of such termination of the Executive’s employment.

Earlier Termination. (a) If Notwithstanding any term of employment provided for in paragraph 2 hereof, the Executive Company shall fail, because of illness or incapacity, have the right to render the services contemplated by terminate this Agreement immediately, and without further obligation hereunder, for six successive months any of the following causes: (i) Conviction of, or for shorter periods aggregating nine months a plea of guilty or nolo contendere by Employee to (A) any felony, or (B) any misdemeanor reflecting upon Employee’s honesty or truthfulness; (ii) Employee’s breach or negligent performance of his or her duties and obligations arising under this Agreement with the Company; (iii) Fraudulent conduct by Employee, either in any calendar year, the directors connection with his or her duties as an employee of the Company may determineor otherwise; (iv) Material breach of any policy, on rule, or regulation of the basis Company; (v) The good faith determination of medical evidence the Board of Directors that Employee has failed to perform his or her duties to the Company in a satisfactory manner; or (vi) The Employee dies or suffers a permanent disability. For purposes of this Agreement, the term “permanent disability” shall mean a physical or mental incapacity of the Employee which renders the Employee unable to perform his duties hereunder and which shall continue for twelve (12) months during any period of eighteen (18) consecutive months. If the Employee’s employment is terminated as a result of death or permanent disability, the Employee or his estate shall receive an amount which, when added to any disability benefits provided for by the Company, in equals his Compensation until the Company's sole discretion, that the Executive has become disabled. If within thirty twelve (3012) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the full-time performance of his duties hereunder, this Agreement and the employment month anniversary of the Executive hereunder shall be deemed terminated in accordance with Section 8 hereoftermination. (b) Except as otherwise provided in Notwithstanding the foregoing provisions of paragraph 6(a), (i) In the event the Employee breaches clauses (ii), (iii) and (iv) of paragraph 6(a) this Agreement, if the Executive Board of Directors shall die during provide the term of this Agreement, this Agreement shall be deemed to have been terminated as Employee written notice of the date of death of breach and shall provide the Executive. (c) The Company, by notice Employee at least a 30 day period in which to cure the breach to the Executive, may terminate this Agreement for proper cause. As used herein, "proper cause" shall mean (i) the willful and continued failure by the Executive to substantially perform his duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure resulting from termination by the Executive for Good Reason (as defined below)) after a written demand for substantial performance is delivered to the Executive by the directors of the Company, which demand specifically identifies the manner in which the directors believe that the Executive has not substantially performed his duties, or Board’s good faith satisfaction; and (ii) the willful engaging Company shall retain the right to terminate Employee ‘s retention at any time without Cause. If Employee’s retention hereunder shall be terminated by the Executive Company for any reason other than for Cause (as defined in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this subsection 6(cparagraph (a) above), no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not opposed to the best interests of the Company and its shareholders. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for proper cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of all of the directors of the Company at a meeting of the directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with counsel of his choosing, to be heard before the directors not less than 10 business days after the giving of such notice), finding that in the good faith opinion of the directors, the Executive conducted himself as set forth above in clause (i) or (ii) of the first sentence of this subsection 6(c) and specifying the particulars of such conduct in detail. (d) The Executive may terminate Employee terminates this Agreement for "“Good Reason" if any ” as defined in Section 7 then Employee shall be entitled to receive an amount equal to three (3) years of his then Compensation payable in accordance with the following events occurs:Company’s normal payroll policies.