Common use of Employment Termination Clause in Contracts

Employment Termination. Subject to earlier termination as provided for in this Section, the Employer hereby employs Employee, and Employee hereby accepts employment with the employer pursuant to the terms of this agreement, which empowers Employer to terminate employee at any time with cause. Cause shall be defined as: i) failure of Employee to perform the duties in a manner satisfactory to Employer, in its sole discretion; provided, however, that the Employment shall not be terminated pursuant to this subparagraph (i) unless Employer first gives Employee a written notice ("Notice of Deficiency"). The Notice of Deficiency shall specify the deficiencies in Employee's performance of his duties. Employee shall have a period of thirty (30) days, commencing on receipt of the Notice of Deficiency, in which to cure the deficiencies contained in the Notice of Deficiency. In the event, Employee does not cure the deficiencies to the satisfaction of Employer, in its sole discretion, within such thirty- (30) day period; the Employer shall have the right to immediately terminate the Employee's Employment. The provisions of this subparagraph (i) may be invoked by Employer any number of times and cure of deficiencies contained in any Notice of Deficiency shall not be construed as a waiver of this subparagraph (i) nor prevent the Employer from issuing any subsequent Notices of Deficiency; ii) any dishonesty by Employee in dealings with the Employer, the commission of fraud by Employee, or negligence or willful neglect in the performance of the duties of Employee; iii) the arrest or conviction (or plea of guilty or no lo contendere) of Employee of any felony or other crime involving dishonesty or moral turpitude; iv) any violation of any provision contained in this agreement; v) unlawful use of narcotics or other controlled substances, or use of alcohol or other drugs in a manner the Employer reasonably determines to be adverse to the best interest of the Employer; vi) Failure of Employee to attend training programs required for competency in his duties (job description) as an Employee; vii) if, due to any act or omission of Employee, liability insurance cannot be reasonably obtained or maintained, or if, due to any act or omission of Employee, liability insurance is canceled, terminated or revoked; or, For all purposes of this Agreement, termination for "cause" shall be deemed to have occurred in the event of Employee's resignation when, because of existing facts and circumstances, subsequent termination for "cause" can be reasonably foreseen. In the event of termination pursuant to this subsection, Employee shall be paid only at the then applicable base salary rate up to and including the date of termination. Employee shall not be paid any incentive salary payments or other compensation, prorated or otherwise. 3.

Employment Termination. Subject to earlier termination (a) At any time during the Term, and except as otherwise provided for in this SectionSection 4(b) hereof, the Employer hereby employs Company shall only have the right to terminate this Employment Agreement and Employee, and Employee hereby accepts ’s employment with the employer pursuant Company hereunder, upon written notice to Employee, in the event Employee engages in conduct which constitutes “Cause.” For purposes of this Employment Agreement, Cause shall mean (i) Employee’s willful misconduct in the performance of Employee’s obligations under this Employment Agreement or gross negligence in the performance of Employee’s obligations under this Employment Agreement, (ii) dishonesty or misappropriation by Employee relating to the terms Company or any of its funds, properties, or other assets, (iii) inexcusable repeated or prolonged absence from work by Employee (other than as a result of, or in connection with, a disability), (iv) any unauthorized disclosure by Employee of confidential or proprietary information of the Company which is reasonably likely to result in material harm to the Company, (v) a conviction of Employee (including entry of a guilty or nolo contendere plea) involving fraud, dishonesty, or moral turpitude, or involving a violation of federal or state securities laws, or (vi) the failure by Employee to attempt to perform faithfully Employee’s duties hereunder, or other material breach by Employee of this agreementEmployment Agreement, which empowers Employer and such failure or breach is not cured, to terminate employee at any time with cause. Cause shall be defined as: ithe extent cure is possible, by Employee within thirty (30) failure of Employee days after written notice thereof from the Company to perform the duties in a manner satisfactory to Employer, in its sole discretionEmployee; provided, however, that the Employment shall not be terminated pursuant to this subparagraph no event or condition described in clauses (i), (ii), (iii), (iv) and (vi) shall constitute Cause unless Employer (x) the Company first gives Employee a written notice of its intention to terminate Employee’s employment for Cause and the grounds for such termination no fewer than twenty ("Notice 20) days prior to the date of Deficiency"termination; and (y) Employee is provided the opportunity to appear before the Board, with or without legal representation at Employee’s election to present arguments on Employee’s own behalf; provided further, however, that notwithstanding anything to the contrary in this Agreement and subject to the other terms of this proviso, the Company may take any and all actions, including without limitation suspension (but not without pay), it deems appropriate with respect to Employee and Employee’s duties at the Company pending such appearance. The Notice No act or failure to act on Employee’s part will be considered “willful” unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee’s action or omission was in the best interests of Deficiency the Company. If this Employment Agreement and Employee’s employment with the Company hereunder is terminated for Cause, or if Employee voluntarily resigns (which Employee may do at any time) from the Company without Good Reason during the Term, the Company shall specify the deficiencies in Employee's performance of his duties. pay Employee shall have a period of lump sum amount within thirty (30) days, commencing on receipt days of such termination equal to the sum of (A) all earned but unpaid portions of the Notice of DeficiencyAnnual Salary, in which to cure the deficiencies contained in the Notice of Deficiency. In the event, Employee does not cure the deficiencies to the satisfaction of Employer, in its sole discretion, within such thirty- (30) day period; the Employer shall have the right to immediately terminate the Employee's Employment. The provisions of this subparagraph (i) may be invoked by Employer any number of times and cure of deficiencies contained in any Notice of Deficiency shall not be construed as a waiver of this subparagraph (i) nor prevent the Employer from issuing any subsequent Notices of Deficiency; iiB) any dishonesty earned but unpaid Bonus Compensation for a previously completed fiscal year of the Company, (C) reimbursement for any unreimbursed business expenses incurred by Employee in dealings with the Employer, the commission of fraud by Employee, or negligence or willful neglect in the performance of the duties of Employee; iii) the arrest or conviction (or plea of guilty or no lo contendere) of Employee of any felony or other crime involving dishonesty or moral turpitude; iv) any violation of any provision contained in this agreement; v) unlawful use of narcotics or other controlled substances, or use of alcohol or other drugs in a manner the Employer reasonably determines prior to be adverse to the best interest of the Employer; vi) Failure of Employee to attend training programs required for competency in his duties (job description) as an Employee; vii) if, due to any act or omission of Employee, liability insurance cannot be reasonably obtained or maintained, or if, due to any act or omission of Employee, liability insurance is canceled, terminated or revoked; or, For all purposes of this Agreement, termination for "cause" shall be deemed to have occurred in the event of Employee's resignation when, because of existing facts and circumstances, subsequent termination for "cause" can be reasonably foreseen. In the event of termination pursuant to this subsection, Employee shall be paid only at the then applicable base salary rate up to and including the date of termination or resignation (the “Termination Date”) subject to reimbursement pursuant to Section 3, (D) payment for any unused vacation days through the Termination Date, and (E) any other amounts or benefits (other than severance, termination or similar pay) required to be paid or provided by law or under any plan, program or policy of the Company ((A)-(E) collectively, the “Accrued Amounts”), and following any such termination. , Employee shall not be paid entitled to receive any incentive salary payments other compensation or other compensationbenefits from the Company hereunder, prorated or otherwise. 3including, without limitation, any portion of the Annual Bonus for the year in which Employee is terminated.

Employment Termination. Subject to earlier termination (a) At any time during the Term, and except as otherwise provided for in this Section, the Employer hereby employs Company shall only have the right to terminate this Employment Agreement and Employee, and Employee hereby accepts ’s employment with the employer pursuant Company hereunder, upon written notice to Employee, in the event Employee engages in conduct which constitutes “Cause.” For purposes of this Employment Agreement, Cause shall mean (i) Employee’s willful misconduct in the performance of Employee’s obligations under this Employment Agreement or gross negligence in the performance of Employee’s obligations under this Employment Agreement, (ii) dishonesty or misappropriation by Employee relating to the terms Company or any of its funds, properties, or other assets, (iii) inexcusable repeated or prolonged absence from work by Employee (other than as a result of, or in connection with, a disability), (iv) any unauthorized disclosure by Employee of confidential or proprietary information of the Company which is reasonably likely to result in material harm to the Company, (v) a conviction of Employee (including entry of a guilty or nolo contendere plea) involving fraud, dishonesty, or moral turpitude, or involving a violation of federal or state securities laws, or (vi) the failure by Employee to attempt to perform faithfully Employee’s duties hereunder, or other material breach by Employee of this agreementEmployment Agreement, which empowers Employer and such failure or breach is not cured, to terminate employee at any time with cause. Cause shall be defined as: ithe extent cure is possible, by Employee within thirty (30) failure of Employee days after written notice thereof from the Company to perform the duties in a manner satisfactory to Employer, in its sole discretionEmployee; provided, however, that the Employment shall not be terminated pursuant to this subparagraph no event or condition described in clauses (i), (ii), (iii), (iv) or (vi) shall constitute Cause unless Employer (x) the Company first gives Employee a written notice of its intention to terminate Employee’s employment for Cause and the grounds for such termination no fewer than twenty ("Notice 20) days prior to the date of Deficiency"termination; and (y) Employee is provided the opportunity to appear before the Board, with or without legal representation at Employee’s election to present arguments on Employee’s own behalf; provided further, however, that notwithstanding anything to the contrary in this Agreement and subject to the other terms of this proviso, the Company may take any and all actions, including without limitation suspension (but not without pay), it deems appropriate with respect to Employee and Employee’s duties at the Company pending such appearance. The Notice No act or failure to act on Employee’s part will be considered “willful” unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee’s action or omission was in the best interests of Deficiency the Company. If this Employment Agreement and Employee’s employment with the Company hereunder is terminated for Cause, or if Employee voluntarily resigns (which Employee may do at any time) from the Company without Good Reason during the Term, the Company shall specify the deficiencies in Employee's performance of his duties. pay Employee shall have a period of lump sum amount within thirty (30) days, commencing on receipt days of such termination equal to the sum of (A) all earned but unpaid portions of the Notice of DeficiencyAnnual Salary, in which to cure the deficiencies contained in the Notice of Deficiency. In the event, Employee does not cure the deficiencies to the satisfaction of Employer, in its sole discretion, within such thirty- (30) day period; the Employer shall have the right to immediately terminate the Employee's Employment. The provisions of this subparagraph (i) may be invoked by Employer any number of times and cure of deficiencies contained in any Notice of Deficiency shall not be construed as a waiver of this subparagraph (i) nor prevent the Employer from issuing any subsequent Notices of Deficiency; iiB) any dishonesty earned but unpaid Bonus Compensation for a previously completed fiscal year of the Company, (C) reimbursement for any unreimbursed business expenses incurred by Employee in dealings with the Employer, the commission of fraud by Employee, or negligence or willful neglect in the performance of the duties of Employee; iii) the arrest or conviction (or plea of guilty or no lo contendere) of Employee of any felony or other crime involving dishonesty or moral turpitude; iv) any violation of any provision contained in this agreement; v) unlawful use of narcotics or other controlled substances, or use of alcohol or other drugs in a manner the Employer reasonably determines prior to be adverse to the best interest of the Employer; vi) Failure of Employee to attend training programs required for competency in his duties (job description) as an Employee; vii) if, due to any act or omission of Employee, liability insurance cannot be reasonably obtained or maintained, or if, due to any act or omission of Employee, liability insurance is canceled, terminated or revoked; or, For all purposes of this Agreement, termination for "cause" shall be deemed to have occurred in the event of Employee's resignation when, because of existing facts and circumstances, subsequent termination for "cause" can be reasonably foreseen. In the event of termination pursuant to this subsection, Employee shall be paid only at the then applicable base salary rate up to and including the date of termination or resignation (the “Termination Date”) subject to reimbursement pursuant to Section 3, (D) payment for any unused vacation days through the Termination Date, and (E) any other amounts or benefits (other than severance, termination or similar pay) required to be paid or provided by law or under any plan, program or policy of the Company ((A)-(E) collectively, the “Accrued Amounts”), and following any such termination. , Employee shall not be paid entitled to receive any incentive salary payments other compensation or other compensationbenefits from the Company hereunder, prorated or otherwise. 3including, without limitation, any portion of the Annual Bonus for the year in which Employee is terminated.

Employment Termination. Subject to earlier termination as provided for in this Section, the Employer hereby employs Employee, and Employee hereby accepts employment with the employer pursuant to the terms of this agreement, which empowers Employer to terminate employee at any time with cause. Cause shall be defined as: i) failure of Employee to perform the duties in a manner satisfactory to Employer, in its sole discretion; provided, however, that the Employment shall not be terminated pursuant to this subparagraph (i) unless Employer first gives Employee a written notice ("Notice of Deficiency"). The Notice of Deficiency shall specify the deficiencies in Employee's performance of his duties. Employee shall have a period of thirty (30) days, commencing on receipt of the Notice of Deficiency, in which to cure the deficiencies contained in the Notice of Deficiency. In the event, event Employee does not cure the deficiencies to the satisfaction of Employer, in its sole discretion, within such thirty- thirty (30) day period; , the Employer shall have the right to immediately terminate the Employee's Employment. The provisions of this subparagraph (i) may be invoked by Employer any number of times and cure of deficiencies contained in any Notice of Deficiency shall not be construed as a waiver of this subparagraph (i) nor prevent the Employer from issuing any subsequent Notices of Deficiency; ii) any dishonesty by Employee in dealings with the Employer, the commission of fraud by Employee, or negligence or willful neglect in the performance of the duties of Employee; iii) the arrest or conviction (or plea of guilty or no lo nolo contendere) of Employee of any felony or other crime involving dishonesty or moral turpitude; iv) any violation of any provision contained in this agreement; v) unlawful use of narcotics or other controlled substances, or use of alcohol or other drugs in a manner the Employer reasonably determines to be adverse to the best interest of the Employer; , vi) Failure of Employee to attend training programs required for competency in his duties (job description) as an Employee; vii) if, due to any act or omission of Employee, liability insurance cannot be reasonably obtained or maintained, or if, due to any act or omission of Employee, liability insurance is canceled, terminated or revoked; or, For all purposes of this Agreement, termination for "cause" shall be deemed to have occurred in the event of Employee's resignation when, because of existing facts and circumstances, subsequent termination for "cause" can be reasonably foreseenforseen. In the event of termination pursuant to this subsection, Employee shall be paid only at the then applicable base salary rate up to and including the date of termination. Employee shall not be paid any incentive salary payments or other compensation, prorated or otherwise. 3.

Employment Termination. Subject to earlier termination as provided for in this Section, the Employer hereby employs Employee, and Employee hereby accepts employment with the employer pursuant to the terms of this agreement, which empowers Employer to terminate employee at any time with cause. Cause shall be defined as: i) failure of Employee to perform the duties in a manner satisfactory to Employer, in its sole discretion; provided, however, that the Employment shall not be terminated pursuant to this subparagraph (i) unless Employer first gives Employee a written notice ("Notice of Deficiency"). The Notice of Deficiency shall specify the deficiencies in Employee's performance of his duties. Employee shall have a period of thirty (30) days, commencing on receipt of the Notice of Deficiency, in which to cure the deficiencies contained in the Notice of Deficiency. In the event, event Employee does not cure the deficiencies to the satisfaction of Employer, in its sole discretion, within such thirty- thirty (30) day period; , the Employer shall have the right to immediately terminate the Employee's Employment. The provisions of this subparagraph (i) may be invoked by Employer any number of times and cure of deficiencies contained in any Notice of Deficiency shall not be construed as a waiver of this subparagraph (i) nor prevent the Employer from issuing any subsequent Notices of Deficiency; ii) any dishonesty by Employee in dealings with the Employer, the commission of fraud by Employee, or negligence or willful neglect in the performance of the duties of Employee; iii) the arrest or conviction (or plea of guilty or no lo nolo contendere) of Employee of any felony or other crime involving dishonesty or moral turpitude; iv) any violation of any provision contained in this agreement; v) unlawful use of narcotics or other controlled substances, or use of alcohol or other drugs in a manner the Employer reasonably determines to be adverse to the best interest of the Employer; vi) Failure of Employee to attend training programs required for competency in his duties (job description) as an Employee; vii) if, due to any act or omission of Employee, liability insurance cannot be reasonably obtained or maintained, or if, due to any act or omission of Employee, liability insurance is canceled, terminated or revoked; or, For for all purposes of this Agreement, termination for "cause" shall be deemed to have occurred in the event of Employee's resignation when, because of existing facts and circumstances, subsequent termination for "cause" can be reasonably foreseen. In the event of termination pursuant to this subsection, . Employee shall be paid only at the then applicable base salary rate up to and including the date of termination. Employee shall not be paid any incentive salary payments or other compensation, prorated or otherwise. 3.

Employment Termination. Subject to earlier termination as provided for in this Section(a) The parties acknowledge and agree that, effective immediately (the "Termination Date"), the Employer hereby employs Employee, and Employee hereby accepts 's employment with the employer Company is hereby terminated in all capacities whatsoever. Accordingly, those agreements more fully described on Schedule 1 attached hereto and made a part hereof (collectively, the "Employment Agreements"), and any and all obligations of the Company to the Employee or for the Employee's benefit incurred prior to the date hereof, are hereby terminated and of no further force or effect, and neither the Employee nor the Company shall have any further liability or obligation thereunder. Without limiting the generality of the foregoing, the parties acknowledge and agree that the foregoing does not affect that certain Consulting Agreement of even date between the Company and the Employee (the "Consulting Agreement). Notwithstanding the foregoing, the Company is not, in any respect, released by the Employee for any liability or obligation to the Employee arising out of (i) any right of the Employee pursuant to the terms Company's By-Laws, Certificate of this agreementIncorporation or law, which empowers Employer to terminate be indemnified for his conduct as an officer, director or employee at any time with cause. Cause shall be defined as: i) failure of Employee to perform the duties in a manner satisfactory to Employer, in its sole discretion; provided, however, that the Employment shall not be terminated pursuant to this subparagraph (i) unless Employer first gives Employee a written notice ("Notice of Deficiency"). The Notice of Deficiency shall specify the deficiencies in Employee's performance of his duties. Employee shall have a period of thirty (30) days, commencing on receipt of the Notice Company, (ii) any claim of Deficiency, in which to cure the deficiencies contained in the Notice Employee arising out of Deficiency. In the event, Employee does not cure the deficiencies to the satisfaction of Employer, in its sole discretion, within such thirty- (30) day period; the Employer shall have the right to immediately terminate the Employee's Employment. The provisions enforcement of his rights under the Stock Purchase Agreement, Consulting Agreement, this subparagraph Termination Agreement and/or Agreement and Release contemplated to be entered into pursuant to the Stock Purchase Agreement, or (i) may be invoked by Employer any number of times and cure of deficiencies contained in any Notice of Deficiency shall not be construed as a waiver of this subparagraph (i) nor prevent the Employer from issuing any subsequent Notices of Deficiency; iiiii) any dishonesty benefit plan maintained by Employee in dealings with the Employer, the commission of fraud by Employee, or negligence or willful neglect in the performance of the duties of Employee; iii) the arrest or conviction (or plea of guilty or no lo contendere) of Employee of any felony or other crime involving dishonesty or moral turpitude; iv) any violation of any provision contained in this agreement; v) unlawful use of narcotics or other controlled substances, or use of alcohol or other drugs in a manner the Employer reasonably determines to be adverse to the best interest of the Employer; vi) Failure of Employee to attend training programs required Company for competency in his duties (job description) as an Employee; vii) if, due to any act or omission of Employee, liability insurance cannot be reasonably obtained or maintained, or if, due to any act or omission of Employee, liability insurance is canceled, terminated or revoked; or, For all purposes of this Agreement, termination for "cause" shall be deemed to have occurred in the event of Employee's resignation when, because of existing facts and circumstances, subsequent termination for "cause" can be reasonably foreseen. In the event of termination its employees generally pursuant to this subsection, which the Employee shall be paid only at the then applicable base salary rate up accrued benefits prior to and including the date of terminationthe Consulting Agreement. Notwithstanding the foregoing, the Employee shall is not be paid released by theCompany for any incentive salary payments liability or other compensationobligation to the Company arising out of the Stock Purchase Agreement, prorated or otherwise. 3.the Consulting Agreement, this Termination Agreement and/or Agreement and Release

Employment Termination. Subject to earlier termination as provided for in this Section, the Employer hereby employs Employee, and Employee hereby accepts employment with the employer pursuant to the terms of this agreement, which empowers Employer agrees not to terminate employee at any time with this Agreement except for 'Just cause". Cause shall be defined as: i) failure of Employee to perform the duties in a manner satisfactory to Employer, in its sole discretion; provided, however, that the Employment shall not be terminated pursuant to this subparagraph (i) unless Employer first gives Employee a written notice ("Notice of Deficiency"). The Notice of Deficiency shall specify the deficiencies in Employee's performance of his duties. Employee shall have a period of thirty (30) days, commencing on receipt of the Notice of Deficiency, in which to cure the deficiencies contained in the Notice of Deficiency. In the event, Employee does not cure the deficiencies to the satisfaction of Employer, in its sole discretion, within such thirty- (30) day period; the Employer shall have the right to immediately terminate the Employee's Employment. The provisions of this subparagraph (i) may be invoked by Employer any number of times and cure of deficiencies contained in any Notice of Deficiency shall not be construed as a waiver of this subparagraph (i) nor prevent the Employer from issuing any subsequent Notices of Deficiency; ii) any dishonesty by Employee in dealings with the Employer, the commission of fraud by Employee, or negligence or willful neglect in the performance of the duties of Employee; iii) the arrest or conviction (or plea of guilty or no lo contendere) of Employee of any felony or other crime involving dishonesty or moral turpitude; iv) any violation of any provision contained in this agreement; v) unlawful use of narcotics or other controlled substances, or use of alcohol or other drugs in a manner the Employer reasonably determines to be adverse to the best interest of the Employer; vi) Failure of Employee to attend training programs required for competency in his duties (job description) as an Employee; vii) if, due to any act or omission of Employee, liability insurance cannot be reasonably obtained or maintained, or if, due to any act or omission of Employee, liability insurance is canceled, terminated or revoked; or, For all purposes of this Agreement, termination for "just cause" shall mean (1) the willful failure or refusal of Employee to implement or follow the written policies or directions of Employer's Board of Directors, provided that Employee's failure or refusal is not based upon Employee's belief in good faith, as expressed to Employer in writing, that the implementation thereof would be deemed to have occurred unlawful; (2) conduct which is inconsistent with Employee's position with Employer and which results in a material adverse effect (financial or otherwise) or misappropriation of assets of Employer; (3) conduct which violates the provisions contained in the event Confidentiality Agreement or the Non-Competition Agreement; (4) the intentional causing of material damage to Employer's physical property; and (5) any act involving personal dishonesty or criminal conduct against Employer. Although Employer retains the right to terminate Employee for any reason not specified above, Employer agrees that if it discharges Employee for any reason other than just cause, as is solely defined above, Employee will be entitled to full compensation for one year or the remainder of the then-current term, original or renewal, as the case may be, of employment, whichever is greater. If Employee should cease his employment hereunder voluntarily for any reason, or is terminated for just cause, all compensation and benefits payable to Employee shall thereupon, without any further writing or act, cease, lapse and be terminated. However, all reimbursements which accrued prior to Employee's resignation whenceasing employment or termination, because of existing facts will become immediately due and circumstancespayable and shall be payable to Employee's estate should his employment cease due to death If Employee’s employment is terminated due to his death, subsequent termination for "cause" can be reasonably foreseen. In this Agreement shall terminate and the event of termination pursuant Company shall have no obligations to Employee or his estate, beneficiaries or legal representatives with respect to this subsectionAgreement other than payment of any accrued and unpaied expenses or base compensation, Employee if any (“Accrued Amounts”). Accrued Amounts, if any, shall be paid only at to Employee in accordance with the then applicable base salary rate up Employer’s customary payroll practices as in effect from time to and including the date time but in no event later than 15 days following Employee’s termination of termination. Employee shall not be paid any incentive salary payments or other compensation, prorated or otherwise. 3employment on account of death.