Common use of Earlier Termination Clause in Contracts

Earlier Termination. a. Employee's employment hereunder shall automatically be terminated upon the death of the Employee or Employee's voluntarily leaving the employ of the Company and, in addition, may be terminated, at the sole discretion of the Company, as follows: i. upon thirty (30) days' prior written notice by the Company, in the event of the Employee's disability as set forth in Section 8(b) below; or ii. upon thirty (30) 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 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 Company 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 following: (a) Employee's willful malfeasance or gross negligence in performance of his duties as an employee of the Company; (b) the material breach of any covenant made by Employee hereunder, under the terms of the Merger Agreement or under the terms of the Non Competition Agreement between and among the Employee, the Company and KDTI; or (c) a dishonest act or omission by Employee which either (i) results in his personal enrichment at the expense of the Company, or (ii) results in 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; or (e) a conviction of any federal or state securities' laws.

Earlier Termination. a. 11.1. The Employee's ’s employment hereunder (a) shall automatically be terminated terminate upon her death, (b) may terminate at any time during the death Term at the option of the Company upon written notice to the Employee for Cause or without Cause, (c) may terminate at any time during the Term at the option of the Employee upon written notice to the Company for Good Reason or Employee's voluntarily leaving without Good Reason and (d) may terminate at the employ option of the Company andin the event the Employee becomes Disabled, as provided for in additionArticle 6. 11.2. As used in this Agreement, may be terminated, at “Cause” shall mean (a) the sole discretion Employee’s conviction by a court of competent jurisdiction of the commission of any act in the performance of her duties constituting common law fraud or a felony, (b) the Employee’s commission of any act involving moral turpitude which the Company’s Board of Directors reasonably believes may have a material adverse effect on the Company and its subsidiaries taken as a whole (“Material Adverse Effect”), as follows: i. upon (c) any misrepresentation by the Employee (including, without limitation, a breach of any representation set forth in Section 13.1 hereof) which the Company’s Board of Directors reasonably believes may have a Material Adverse Effect, (d) any breach of any material covenant on the Employee’s part herein set forth (which breach, if curable, is not cured by the Employee within thirty (30) days' prior written notice by the Company, in the event days of the Employee's disability as set forth in Section 8(b) below; or ii. upon thirty (30) days' prior ’s receipt of written notice by thereof from 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 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 Company 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 following: (a) Employee's willful malfeasance or gross negligence in performance of his duties as an employee of the Company; (b) the material breach of any covenant made by Employee hereunder, under the terms of the Merger Agreement or under the terms of the Non Competition Agreement between and among the Employee, the Company and KDTI; or (c) a dishonest act or omission by Employee which either (i) results in his personal enrichment at the expense of the Company, or (ii) results in 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; or (e) the Employee’s engagement in gross negligence or willful misconduct which the Company’s Board of Directors reasonably believes may have a conviction Material Adverse Effect. The parties agree that the term “Material Adverse Effect” includes the loss or suspension of any federal license for the Company or state securities' lawsKICO to operate or any disqualification or suspension for the Employee to serve as an officer or director thereof under applicable law. No act or failure to act by the Executive shall be considered “Cause” if the Executive’s act or failure to act was based on authority or express direction given by the Board or the advice of counsel for the Company.

Earlier Termination. a. 11.1. The Employee's ’s employment hereunder (a) shall automatically be terminated terminate upon his death, (b) may terminate at any time during the death Term at the option of the Company upon written notice to the Employee for Cause or without Cause, (c) may terminate at any time during the Term at the option of the Employee upon written notice to the Company for Good Reason or Employee's voluntarily leaving without Good Reason and (d) may terminate at the employ option of the Company andin the event the Employee becomes Disabled, as provided for in additionArticle 6. 11.2. As used in this Agreement, may be terminated, at “Cause” shall mean (a) the sole discretion Employee’s conviction by a court of competent jurisdiction of the Companycommission of any act in the performance of his duties constituting common law fraud or a felony, (b) the Employee’s commission of any act involving moral turpitude which the Board reasonably believes may have a material adverse effect on the Company and its subsidiaries taken as follows: i. upon a whole (“Material Adverse Effect”), (c) any misrepresentation by the Employee (including, without limitation, a breach of any representation set forth in Section 13.1 hereof) which the Board reasonably believes may have a Material Adverse Effect, (d) any breach of any material covenant on the Employee’s part herein set forth (which breach, if curable, is not cured by the Employee within thirty (30) days' prior written notice by the Company, in the event days of the Employee's disability as set forth in Section 8(b) below; or ii. upon thirty (30) days' prior ’s receipt of written notice by thereof from 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 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 Company 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 following: (a) Employee's willful malfeasance or gross negligence in performance of his duties as an employee of the Company; (b) the material breach of any covenant made by Employee hereunder, under the terms of the Merger Agreement or under the terms of the Non Competition Agreement between and among the Employee, the Company and KDTI; or (c) a dishonest act or omission by Employee which either (i) results in his personal enrichment at the expense of the Company, or (ii) results in 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; or (e) the Employee’s engagement in gross negligence or willful misconduct which the Board reasonably believes may have a conviction Material Adverse Effect. The parties agree that the term “Material Adverse Effect” includes the loss or suspension of any federal license for the Company or state securities' lawsKICO to operate or any disqualification or suspension for the Employee to serve as an officer or director thereof under applicable law. No act or failure to act by the Executive shall be considered “Cause” if the Executive’s act or failure to act was based on authority or express direction given by the Chairman or the advice of counsel for the Company.

Earlier Termination. a. 11.1. The Employee's ’s employment hereunder (a) shall automatically be terminated terminate upon his death, (b) may terminate at any time during the death Term at the option of the Company upon written notice to the Employee for Cause or without Cause, (c) may terminate at any time during the Term at the option of the Employee upon written notice to the Company for Good Reason or Employee's voluntarily leaving without Good Reason and (d) may terminate at the employ option of the Company andin the event the Employee becomes Disabled, as provided for in additionArticle 6. 11.2. As used in this Agreement, may be terminated, at “Cause” shall mean (a) the sole discretion Employee’s conviction by a court of competent jurisdiction of the commission of any act in the performance of his duties constituting common law fraud or a felony, (b) the Employee’s commission of any act involving moral turpitude which the Company’s Board of Directors reasonably believes may have a material adverse effect on the Company and its subsidiaries taken as a whole (“Material Adverse Effect”), as follows: i. upon (c) any misrepresentation by the Employee (including, without limitation, a breach of any representation set forth in Section 13.1 hereof) which the Company’s Board of Directors reasonably believes may have a Material Adverse Effect, (d) any breach of any material covenant on the Employee’s part herein set forth (which breach, if curable, is not cured by the Employee within thirty (30) days' prior written notice by the Company, in the event days of the Employee's disability as set forth in Section 8(b) below; or ii. upon thirty (30) days' prior ’s receipt of written notice by thereof from 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 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 Company 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 following: (a) Employee's willful malfeasance or gross negligence in performance of his duties as an employee of the Company; (b) the material breach of any covenant made by Employee hereunder, under the terms of the Merger Agreement or under the terms of the Non Competition Agreement between and among the Employee, the Company and KDTI; or (c) a dishonest act or omission by Employee which either (i) results in his personal enrichment at the expense of the Company, or (ii) results in 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; or (e) the Employee’s engagement in gross negligence or willful misconduct which the Company’s Board of Directors reasonably believes may have a conviction Material Adverse Effect. The parties agree that the term “Material Adverse Effect” includes the loss or suspension of any federal license for the Company or state securities' lawsKICO to operate or any disqualification or suspension for the Employee to serve as an officer or director thereof under applicable law. No act or failure to act by the Executive shall be considered “Cause” if the Executive’s act or failure to act was based on authority or express direction given by the CEO or the advice of counsel for the Company.

Earlier Termination. a. 11.1 The Employee's ’s employment hereunder (a) shall automatically be terminated terminate upon his death, (b) may terminate at any time during the death Term at the option of the Company upon written notice to the Employee for Cause or without Cause, (c) may terminate at any time during the Term at the option of the Employee upon written notice to the Company for Good Reason or Employee's voluntarily leaving without Good Reason and (d) may terminate at the employ option of the Company and, in addition, may be terminated, at the sole discretion of the Company, as follows: i. upon thirty (30) days' prior written notice by the Company, in the event of the Employee's disability as set forth in Section 8(b) below; or ii. upon thirty (30) 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 cause if the same is curable within such thirty (30) day period after such notice has been given by the Companybecomes Disabled, as provided for in Article 6. b. Employee 11.2 As used in this Agreement, “Cause” 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 Company 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 following: mean (a) the Employee's willful malfeasance or gross negligence ’s commission of any act in the performance of his duties as an employee of the Company; (b) the material breach of any covenant made by Employee hereunder, under the terms of the Merger Agreement or under the terms of the Non Competition Agreement between and among the Employee, the Company and KDTI; or (c) a dishonest act or omission by Employee which either (i) results in his personal enrichment at the expense of the Company, or (ii) results in his conviction of, or plea of nolo contendere toconstituting common law fraud, a felony or other serious crimegross malfeasance of duty, not including (b) the Employee’s commission of any act involving moral turpitude which reasonably may have a motor vehicle offense; material adverse effect on the Company and its subsidiaries taken as a whole (“Material Adverse Effect”), (c) any misrepresentation by the Employee (including, without limitation, a breach of any representation set forth in Article 13 hereof) which reasonably may have a Material Adverse Effect, (d) a any breach of any material covenant on the Employee's fiduciary duties to ’s part herein set forth (which breach, if curable, is not cured by the Employee within thirty (30) days of the Employee’s receipt of written notice thereof from the Company; ), or (e) the Employee’s engagement in other intentional or grossly negligent misconduct which may reasonably have a conviction Material Adverse Effect. The parties agree that the term “Material Adverse Effect” includes the loss or suspension of any federal license for the Company or state securities' lawsKICO to operate or any disqualification or suspension for the Employee to serve as an officer or director thereof under applicable law.

Earlier Termination. a. 1. The Employee's ’s employment hereunder (a) shall automatically be terminated terminate upon her death, (b) may terminate at any time during the death Term at the option of the Company upon written notice to the Employee for Cause or without Cause, (c) may terminate at any time during the Term at the option of the Employee upon written notice to the Company for Good Reason or Employee's voluntarily leaving without Good Reason and (d) may terminate at the employ option of the Company andin the event the Employee becomes Disabled, as provided for in additionArticle 6. 2. As used in this Agreement, may be terminated, at “Cause” shall mean (a) the sole discretion Employee’s conviction by a court of competent jurisdiction of the commission of any act in the performance of her duties constituting common law fraud or a felony, (b) the Employee’s commission of any act involving moral turpitude which the Company’s Board of Directors reasonably believes may have a material adverse effect on the Company and its subsidiaries taken as a whole (“Material Adverse Effect”), as follows: i. upon (c) any misrepresentation by the Employee (including, without limitation, a breach of any representation set forth in Section 13.1 hereof) which the Company’s Board of Directors reasonably believes may have a Material Adverse Effect, (d) any breach of any material covenant on the Employee’s part herein set forth (which breach, if curable, is not cured by the Employee within thirty (30) days' prior written notice by the Company, in the event days of the Employee's disability as set forth in Section 8(b) below; or ii. upon thirty (30) days' prior ’s receipt of written notice by thereof from 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 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 Company 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 following: (a) Employee's willful malfeasance or gross negligence in performance of his duties as an employee of the Company; (b) the material breach of any covenant made by Employee hereunder, under the terms of the Merger Agreement or under the terms of the Non Competition Agreement between and among the Employee, the Company and KDTI; or (c) a dishonest act or omission by Employee which either (i) results in his personal enrichment at the expense of the Company, or (ii) results in 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; or (e) the Employee’s engagement in gross negligence or willful misconduct which the Company’s Board of Directors reasonably believes may have a conviction Material Adverse Effect. The parties agree that the term “Material Adverse Effect” includes the loss or suspension of any federal license for the Company or state securities' lawsKICO to operate or any disqualification or suspension for the Employee to serve as an officer or director thereof under applicable law. No act or failure to act by the Executive shall be considered “Cause” if the Executive’s act or failure to act was based on authority or express direction given by the Board or the advice of counsel for the Company.

Earlier Termination. a. 11.1. The Employee's ’s employment hereunder (a) shall automatically be terminated terminate upon her death, (b) may terminate at any time during the death Term at the option of the Company upon written notice to the Employee for Cause or without Cause, (c) may terminate at any time during the Term at the option of the Employee upon written notice to the Company for Good Reason or Employee's voluntarily leaving without Good Reason and (d) may terminate at the employ option of the Company andin the event the Employee becomes Disabled, as provided for in additionArticle 6. 11.2. As used in this Agreement, may be terminated, at “Cause” shall mean (a) the sole discretion Employee’s conviction by a court of competent jurisdiction of the commission of any act in the performance of her duties constituting common law fraud or a felony, (b) the Employee’s commission of any act involving moral turpitude which the Company’s Board of Directors reasonably believes may have a material adverse effect on the Company and its subsidiaries taken as a whole (“Material Adverse Effect”), as follows: i. upon (c) any misrepresentation by the Employee (including, without limitation, a breach of any representation set forth in Section 13.1 hereof) which the Company’s Board of Directors reasonably believes may have a Material Adverse Effect, (d) any breach of any material covenant on the Employee’s part herein set forth (which breach, if curable, is not cured by the Employee within thirty (30) days' prior written notice by the Company, in the event days of the Employee's disability as set forth in Section 8(b) below; or ii. upon thirty (30) days' prior ’s receipt of written notice by thereof from 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 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 Company 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 following: (a) Employee's willful malfeasance or gross negligence in performance of his duties as an employee of the Company; (b) the material breach of any covenant made by Employee hereunder, under the terms of the Merger Agreement or under the terms of the Non Competition Agreement between and among the Employee, the Company and KDTI; or (c) a dishonest act or omission by Employee which either (i) results in his personal enrichment at the expense of the Company, or (ii) results in 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; or (e) the Employee’s engagement in gross negligence or willful misconduct which the Company’s Board of Directors reasonably believes may have a conviction Material Adverse Effect. The parties agree that the term “Material Adverse Effect” includes the loss or suspension of any federal license for the Company or state securities' lawsKICO to operate or any disqualification or suspension for the Employee to serve as an officer or director thereof under applicable law. No act or failure to act by the Executive shall be considered “Cause” if the Executive’s act or failure to act was based on authority or express direction given by the CEO or the advice of counsel for the Company.

Earlier Termination. a. 11.1. The Employee's ’s employment hereunder (a) shall automatically be terminated terminate upon his death, (b) may terminate at any time during the death Term at the option of the Company upon written notice to the Employee for Cause or without Cause, (c) may terminate at any time during the Term at the option of the Employee upon written notice to the Company for Good Reason or Employee's voluntarily leaving without Good Reason and (d) may terminate at the employ option of the Company andin the event the Employee becomes Disabled, as provided for in additionArticle 6. 11.2. As used in this Agreement, may be terminated, at “Cause” shall mean (a) the sole discretion Employee’s conviction by a court of competent jurisdiction of the commission of any act in the performance of his duties constituting common law fraud or a felony, (b) the Employee’s commission of any act involving moral turpitude which the Company’s Board of Directors reasonably believes may have a material adverse effect on the Company and its subsidiaries taken as a whole (“Material Adverse Effect”), as follows: i. upon (c) any misrepresentation by the Employee (including, without limitation, a breach of any representation set forth in Section 13.1 hereof) which the Company’s Board of Directors reasonably believes may have a Material Adverse Effect, (d) any breach of any material covenant on the Employee’s part herein set forth (which breach, if curable, is not cured by the Employee within thirty (30) days' prior written notice by the Company, in the event days of the Employee's disability as set forth in Section 8(b) below; or ii. upon thirty (30) days' prior ’s receipt of written notice by thereof from 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 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 Company 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 following: (a) Employee's willful malfeasance or gross negligence in performance of his duties as an employee of the Company; (b) the material breach of any covenant made by Employee hereunder, under the terms of the Merger Agreement or under the terms of the Non Competition Agreement between and among the Employee, the Company and KDTI; or (c) a dishonest act or omission by Employee which either (i) results in his personal enrichment at the expense of the Company, or (ii) results in 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; or (e) the Employee’s engagement in gross negligence or willful misconduct which the Company’s Board of Directors reasonably believes may have a conviction Material Adverse Effect. The parties agree that the term “Material Adverse Effect” includes the loss or suspension of any federal license for the Company or state securities' lawsKINS to operate or any disqualification or suspension for the Employee to serve as an officer or director thereof under applicable law. No act or failure to act by the Executive shall be considered “Cause” if the Executive’s act or failure to act was based on authority or express direction given by the CEO or the advice of counsel for the Company.