Common use of Notice and Date of Termination Clause in Contracts

Notice and Date of Termination. Any termination by the Company or by the Executive during the Employment Period shall be communicated by a notice of termination to the other party hereto given in accordance with Section 11(b) of this Agreement (the “Notice of Termination”). The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon, and to the extent applicable, set forth in reasonable detail all of the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. The date of the Executive’s termination of employment with the Company (the “Date of Termination”) shall be determined as follows: (i) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the date specified in the Notice of Termination, (ii) if the Executive resigns other than for Good Reason, the later of the date specified in the Notice of Termination or ten days following the date such notice is received by the Company, (iii) if the Executive resigns for Good Reason, ten days following the date the Notice of Termination is received by the Company, (iv) if the Executive’s employment is terminated by the Company for Cause, the later of the date specified in the Notice of Termination or ten days following the date such notice is received by the Executive, (v) if the Executive’s employment is terminated as the result of his death, the date of death, and (vi) if the Executive’s employment is terminated by reason of Disability, thirty days following the date the Notice of Termination is received by the Executive, provided that the Executive shall not have returned to perform his duties in accordance with Section 2 during such thirty day period. In the event the Executive or the Company fails to set forth in the Notice of Termination any fact or circumstance which could provide or support a basis for termination, the Executive or the Company, as the case may be, shall have waived all of its rights hereunder and be precluded from asserting such fact or circumstance at a later date in support of the Executive’s or the Company’s rights hereunder.

Notice and Date of Termination. (a) Any termination of the Executive’s employment by the Company or by the Executive during the Employment Period shall be communicated by a written notice of termination to the other party hereto given in accordance with Section 11(b) of this Agreement (the “Notice of Termination”). The Where applicable, the Notice of Termination shall indicate the specific termination provision in this Agreement relied upon, upon and to the extent applicable, shall set forth in reasonable detail all of the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. The Unless the Board or a committee thereof, in writing, provides a longer notice period, a Notice of Termination by the Executive alleging a termination for Good Reason must be made within 180 days of the act or failure to act that the Executive alleges to constitute Good Reason. (b)The date of the Executive’s termination of employment with the Company (the “Date of Termination”) shall be determined as follows: (i) if the Executive’s employment Separation from Service is terminated by at the Company other than for Cause or Disabilityvolition of the Company, then the date specified in the Notice Date of Termination, (ii) if the Executive resigns other than for Good Reason, the later of Termination shall be the date specified in the Notice of Termination or ten days following (which, in the case of a termination by the Company other than for Cause, shall not be less than two (2) weeks from the date such notice is received by the Company, (iii) if the Executive resigns for Good Reason, ten days following the date the Notice of Termination is received by given unless the CompanyCompany elects to pay the Executive, in addition to any other amounts payable hereunder, an amount (ivthe “Payment in Lieu of Notice”) equal to two (2) weeks of the Executive’s Annual Base Salary in effect on the Date of Termination), and (ii) if the Executive’s employment Separation from Service is terminated by the Company Executive for CauseGood Reason, the later Date of Termination shall be determined by the date Executive and specified in the Notice of Termination or ten Termination, but in no event be less than fifteen (15) days following nor more than sixty (60) days after the date such notice is received by the Executive, (v) if the Executive’s employment is terminated as the result of his death, the date of death, and (vi) if the Executive’s employment is terminated by reason of Disability, thirty days following the date the Notice of Termination is received given. The Payment in Lieu of Notice shall be paid on such date as is required by law, but no later than thirty (30) days after the Executive, provided that the Executive shall not have returned to perform his duties in accordance with Section 2 during such thirty day period. In the event the Executive or the Company fails to set forth in the Notice of Termination any fact or circumstance which could provide or support a basis for termination, the Executive or the Company, as the case may be, shall have waived all of its rights hereunder and be precluded from asserting such fact or circumstance at a later date in support of the Executive’s or the Company’s rights hereunderSeparation from Service. Section 3.

Notice and Date of Termination. Any termination by the Company or by the Executive during the Employment Period shall be communicated by a notice of termination to the other party hereto given in accordance with Section 11(b) of this Agreement (the “Notice of Termination”). The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon, and to the extent applicable, set forth in reasonable detail all of the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. The date of the Executive’s termination of employment with the Company (the “Date of Termination”) shall be determined as follows: (i) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the date specified in the Notice of Termination, (ii) if the Executive resigns other than for Good Reason, the later of the date specified in the Notice of Termination or ten days following the date such notice is received by the Company, (iii) if the Executive resigns for Good Reason, ten days following the date the Notice of Termination is received by the Company, (iv) if the Executive’s employment is terminated by the Company for Cause, the later of the date specified in the Notice of Termination or ten days following the date such notice is received by the Executive, (v) if the Executive’s employment is terminated as the result of his her death, the date of death, and (vi) if the Executive’s employment is terminated by reason of Disability, thirty days following the date the Notice of Termination is received by the Executive, provided that the Executive shall not have returned to perform his duties in accordance with Section 2 during such thirty day period. In the event the Executive or the Company fails to set forth in the Notice of Termination any fact or circumstance which could provide or support a basis for termination, the Executive or the Company, as the case may be, shall have waived all of its rights hereunder and be precluded from asserting such fact or circumstance at a later date in support of the Executive’s or the Company’s rights hereunder.