Common use of Basis for Termination Clause in Contracts

Basis for Termination. Notwithstanding any other provision in this Agreement to the contrary, the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated upon the happening of any of the following events: a. The employee shall continue be an executive and employee until such time as the he has wilfully resigned or until this employment agreement expires or until such time as the Company has terminated this agreement; b. Upon a determination by the majority of any future board members appointed over the course of time, acting in good faith, that Employee has a physical or mental incapacity or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess of ninety (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated in writing to Employee or such later date as specified therein; provided, however, that during any period of Disability during which the Employee is receiving compensation under the Company’s short term disability policy, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have the right to terminate Employee by reason of disability if such termination would terminate Employee’s receipt of or right to receive short-term or long-term disability benefits under any policy or program maintained by the Company; provided, further, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law; or c. Upon a determination by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for termination for “Cause.” “Cause” will exist where Employee: (i) willfully or repeatedly failed to substantially perform Employee’s reasonable and lawful duties and responsibilities for the Company and/or committed a material violation of any material Company policy or procedure (including without limitation any policy or procedure described in the Handbook); (ii) willfully, intentionally or negligently engaged in any act or omission that injures, or, in the opinion of the Board, is more likely than not to materially injure the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the Company; (iii) demonstrated repeated, willful or gross negligence and/or willful misconduct in Employee’s execution of duties for the Company (including but not limited to insubordination); (iv) engaged in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached any of the material terms of this Agreement and/or any other written agreement between Employee and the Company; and/or (vii) has been indicted on charges or convicted or pleaded guilty or no contest to a felony; in each case effective upon the date said determination is communicated in writing to Employee or such later date as specified therein.

Basis for Termination. Notwithstanding This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date (a) by mutual written consent of Buyer and Seller; (b) by either Buyer or Seller: (i) if the Shareholder Approval shall not have been obtained at the shareholders’ meeting duly convened therefor or at any adjournment or postponement thereof at which a vote on the matters subject to such approval was taken; (ii) if the Closing does not occur on or prior to December 31, 2008 (the “Outside Date”), unless (x) the failure of the Closing to occur by such date is due to the failure of the Party seeking to terminate the Agreement to perform or observe in all material respects the covenants and agreements of such Party set forth herein or (y) the failure of the Closing to occur by such date is solely the result of Shareholder Approval not being obtained prior to such date, in which case the Outside Date shall be automatically extended to February 15, 2009; or (iii) if there shall be any Legal Requirement that makes consummation of the transactions hereunder illegal or otherwise prohibited or any Governmental Authority having competent jurisdiction shall have issued an order, decree or ruling or taken any other provision action (which the terminating Party shall have complied with its obligations hereunder to resist, resolve or lift) permanently restraining, enjoining or otherwise prohibiting any material component of the transactions hereunder, and such order, decree, ruling or other action shall have become final and non-appealable; (c) by Buyer: (i) in the event that an Adverse Recommendation Change shall have occurred; (ii) if Seller breaches any of its representations and warranties or fails to perform any of its covenants and agreements contained in this Agreement Agreement, which breach or failure to perform (A) would give rise to the contrary, failure of a condition set forth in Section 6.1 and (B) cannot be or has not been cured within 60 days after the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated upon the happening giving of written notice to Buyer of such breach; or (iii) if any of the following events: a. The employee conditions set forth in Section 6.1 shall continue be an executive have become incapable of fulfillment, and employee until such time as the he has wilfully resigned or until this employment agreement expires or until such time as the Company has terminated this agreement; b. Upon a determination by the majority of any future board members appointed over the course of time, acting in good faith, that Employee has a physical or mental incapacity or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess of ninety (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated in writing to Employee or such later date as specified therein; provided, however, that during any period of Disability during which the Employee is receiving compensation under the Company’s short term disability policy, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have the right to terminate Employee been waived by reason of disability if such termination would terminate Employee’s receipt of or right to receive short-term or long-term disability benefits under any policy or program maintained by the Company; provided, further, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law; or c. Upon a determination by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for termination for “Cause.” “Cause” will exist where Employee: (i) willfully or repeatedly failed to substantially perform Employee’s reasonable and lawful duties and responsibilities for the Company and/or committed a material violation of any material Company policy or procedure (including without limitation any policy or procedure described in the Handbook); (ii) willfully, intentionally or negligently engaged in any act or omission that injures, or, in the opinion of the Board, is more likely than not to materially injure the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the Company; (iii) demonstrated repeated, willful or gross negligence and/or willful misconduct in Employee’s execution of duties for the Company (including but not limited to insubordination); (iv) engaged in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached any of the material terms of this Agreement and/or any other written agreement between Employee and the Company; and/or (vii) has been indicted on charges or convicted or pleaded guilty or no contest to a felony; in each case effective upon the date said determination is communicated in writing to Employee or such later date as specified therein.Buyer;

Basis for Termination. Notwithstanding any other provision in of this Agreement, the employment relationship created under this Agreement between Company and Executive shall terminate prior to the contrary, Term of the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated Agreement upon the happening occurrence of any one of the following events: a. The employee shall continue be an executive and employee until such time as the he has wilfully resigned or until this employment agreement expires or until such time as the Company has terminated this agreement; b. Upon a determination by the majority of any future board members appointed over the course of time, acting in good faith, that Employee has a physical or mental incapacity or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess of ninety events (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated in writing to Employee or such later date as specified therein; provided, however, that during any period the giving of Disability during which notice provided for below shall not create a presumption that the Employee is receiving compensation under event has in fact occurred): (a) The death of Executive; (b) Upon determination that Executive has become permanently disabled and can no longer perform the Company’s short term disability policy, services contemplated hereunder; (c) Immediately upon delivery to Executive by the Company will pay of written notice of termination for Cause (as defined in Section 5); (d) Immediately upon delivery to Employee, minus any applicable taxes and withholdings, an amount equal Company by Executive of written notice of termination for Good Reason (as defined in Section 5); (e) Sixty (60) days after delivery to the difference between such short term disability payments Company by Executive of written notice of Executive’s voluntary and Employee’s then current base salary. Company shall not have the right unilateral termination of this Agreement; (f) Immediately upon delivery to terminate Employee by reason of disability if such termination would terminate Employee’s receipt of or right to receive short-term or long-term disability benefits under any policy or program maintained Executive by the Company; provided, further, nothing herein shall give the Company the right of written notice of termination without Cause; (g) Immediately upon delivery to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law; or c. Upon a determination Company by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for Executive of written notice of termination for “Cause.” “Cause” will exist where Employee: breach of this Agreement by Company, which notice shall specify such alleged breach and may be given (i) willfully or repeatedly twenty (20) days after Company has failed to substantially perform Employee’s reasonable and lawful duties and responsibilities for make any payment to Executive hereunder when due, provided the Company and/or committed a material violation of any material Company policy or procedure payment has not been made within such twenty (including without limitation any policy or procedure described in the Handbook); 20) day period, (ii) willfullyafter Company has failed to perform or has otherwise breached any non-monetary provision of this Agreement, intentionally which failure or negligently engaged in any act or omission that injures, breach is not capable of being cured within 30 days or, in the opinion of the Board, is more likely than not to materially injure the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the Company; (iii) demonstrated repeatedafter Company has failed to perform or otherwise breached any non-monetary provision of this Agreement, willful which failure or gross negligence and/or willful misconduct breach is capable of being cured within thirty (30) days and which failure or breach has not been cured within thirty (30) days after notice of such failure or breach is given by Executive to Company. Notwithstanding any termination of employment, Executive, in Employee’s execution consideration of duties his employment hereunder to the date of such termination and the payment by Company of the compensation payable hereunder, agrees to be bound by any restrictive covenants for the Company (including but not limited to insubordination); (iv) engaged in a form of discrimination or harassment prohibited by law (includingperiods, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached any of the material terms of this Agreement and/or any other written agreement between Employee geographic area and the Company; and/or (vii) has been indicted on charges or convicted or pleaded guilty or no contest to a felony; in each case effective upon the date said determination is communicated in writing to Employee or such later date as scope specified therein.

Basis for Termination. Notwithstanding any other provision in this This Agreement to the contrary, the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated terminates upon the happening occurrence of any one or more of the following events: a. The employee shall continue be an executive and employee until such time as (a) Upon written agreement of the he has wilfully resigned or until this employment agreement expires or until such time as the Company has terminated this agreementParties; b. (b) Upon a determination the Expiration Date with no further action by the majority Parties; (c) Except as provided in paragraph (d), below, if a Party defaults or breaches any of any future board members appointed over the course terms or conditions of time, acting in good faith, that Employee has a physical or mental incapacity or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess Related Agreement and such default or breach is not cured within thirty (30) days after delivery of written notice thereof by the other Party (or if such default or breach is not reasonably curable within such 30-day period, is cured within ninety (90) days during after such default or breach provided that the defaulting Party is diligently pursuing a cure of such default or breach); (d) If City provides a written notice of termination to Company upon Company’s failure to cause Commencement of Construction or Completion of Construction to occur within the time provided in Section 4.4, above; (e) If any twelve-month period hereunder, effective upon Impositions owed by Company to City or the date said determination is communicated in writing State of Texas are delinquent and such delinquency has not been cured within thirty (30) days after delivery by City to Employee or such later date as specified thereinCompany of written notice demanding payment of the delinquency; provided, however, that during any period of Disability during which the Employee is receiving compensation under the Company’s short term disability policy, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have retains the right to timely and properly protest and contest any such taxes or Impositions and the time for curing such delinquency shall be extending to the tenth (10th) day following the final, non-appealable ruling on such protest or contest; (f) If Company suffers an event of Bankruptcy or Insolvency and fails to reaffirm this Agreement in accordance with applicable bankruptcy laws and continue to perform Company’s obligations as set forth this Agreement, City may terminate Employee by reason this Agreement subject to applicable bankruptcy laws; or (g) If any subsequent Federal or State legislation or any decision of disability if such termination would terminate Employee’s receipt a court of competent jurisdiction declares or right to receive short-term renders this Agreement invalid, illegal or long-term disability benefits under any policy or program maintained by the Companyunenforceable; provided, further, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employeehowever, if anyany final, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law; or c. Upon non-appealable decision by a determination by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for termination for “Cause.” “Cause” will exist where Employee: (i) willfully or repeatedly failed to substantially perform Employee’s reasonable and lawful duties and responsibilities for the Company and/or committed a material violation court of any material Company policy or procedure (including without limitation any policy or procedure described in the Handbook); (ii) willfully, intentionally or negligently engaged in any act or omission that injures, or, in the opinion of the Board, is more likely than not to materially injure the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the Company; (iii) demonstrated repeated, willful or gross negligence and/or willful misconduct in Employee’s execution of duties for the Company (including but not limited to insubordination); (iv) engaged in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached any of the material terms of competent jurisdiction declares this Agreement and/or any other written agreement between Employee and the Company; and/or invalid, illegal or unenforceable, then City shall use its best efforts in working with Company to restructure this Agreement (viior City’s obligations described herein) has been indicted on charges or convicted or pleaded guilty or no contest to a felony; in each case effective upon the date said determination is communicated in writing to Employee or such later date as specified thereinbe enforceable.

Basis for Termination. Notwithstanding any other provision in this Agreement to the contrary, the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated upon the happening of any of the following events: a. The employee shall continue be an executive and employee until such time as Upon the he has wilfully resigned or until this employment agreement expires or until such time as death of Employee, effective immediately on the Company has terminated this agreementdate of death without any notice; b. Upon a determination by the majority Executive Chairman of any future board members appointed over the course of timeCompany or the Board, acting in good faithfaith but made in the Executive Chairman’s or Board’s sole discretion, that Employee has a physical or mental incapacity or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess of ninety (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated in writing to Employee or such later date as specified therein; provided, however, that during any period of Disability during which the Employee is receiving compensation under the Company’s short term disability policy, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have the right to terminate Employee by reason of disability if such termination would terminate Employee’s receipt of or right to receive short-term or long-term disability benefits under any policy or program maintained by the Company; provided, further, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law; or c. Upon a determination by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for termination for “Cause.” “Cause” will exist where Employee: (i) willfully or repeatedly failed to substantially perform Employee’s reasonable and lawful duties and responsibilities for the Company and/or committed a material violation of any material Company policy or procedure (including without limitation any policy or procedure described in the Handbook); (ii) willfully, intentionally or negligently engaged in any act or omission that injures, or, in the opinion of the Board, is more likely than not to materially injure the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the Company; (iii) demonstrated repeated, willful or gross negligence and/or willful misconduct in Employee’s execution of duties for the Company (including but not limited to insubordination); (iv) engaged in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached any of the material terms of this Agreement and/or any other written agreement between Employee and the Company; and/or (vii) has been indicted on charges or convicted or pleaded guilty or no contest to a felony; in each case effective upon the date said determination is communicated in writing to Employee or such later date as specified therein.

Basis for Termination. Notwithstanding any other provision in this Agreement to the contrary, the Employment Period and Employee’s 7.1.1 Kanfer's employment hereunder may be terminated at any time by mutual agreement of the parties. 7.1.2 This Agreement shall automatically terminate effective on the last day of the month in which Kanfer dies or becomes permanently incapacitated. For purposes of this paragraph, "permanent incapacity" shall mean mental or physical incapacity, or both, reasonably determined by the Company's Board of Directors based upon a certification of such incapacity by, in the discretion of the Company's Board of Director's, either Kanfer's regularly attending physician or a duly licensed physician selected by the Company's Board of Directors, rendering Kanfer unable to perform substantially all of his duties hereunder and which appears reasonably certain to continue for at least six consecutive months without substantial improvement. Kanfer shall be deemed to have "become permanently incapacitated" on the date indicated the Company's Board of Directors has determined that Kanfer is permanently incapacitated and so notifies Kanfer based upon certification of the happening same by a licensed physician. 7.1.3 Kanfer's employment may be terminated by the Company "with cause," effective upon delivery of written notice to Kanfer given at any time (without any necessity for prior notice) if any of the following eventsshall occur: a. The employee shall continue be an executive (a) In the event Kanfer's division fails to meet the minimum budgetary targets during any calendar quarter computed on a four quarter cumulative basis and/or cumulative yearly total beginning in 1997 as set forth in Schedule "B" attached hereto and employee until incorporated herein by reference; or (b) A material breach of this Agreement by Kanfer, which breach has not been cured within thirty (30) days after a written demand for such time as the he has wilfully resigned or until this employment agreement expires or until such time as performance is delivered to Kanfer by the Company that specifically identifies the manner in which the Company believes that Kanfer has terminated breached this agreement;Agreement; or b. Upon a determination by (c) Any material acts or events which inhibit Kanfer from fully performing his responsibilities to the majority of any future board members appointed over the course of time, acting Company in good faith, that Employee has a physical or mental incapacity or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess of ninety (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated in writing to Employee or such later date as specified therein; provided, however, that during any period of Disability during which the Employee is receiving compensation under the Company’s short term disability policy, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have the right to terminate Employee by reason of disability if such termination would terminate Employee’s receipt of or right to receive short-term or long-term disability benefits under any policy or program maintained by the Company; provided, further, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law; or c. Upon a determination by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for termination for “Cause.” “Cause” will exist where Employee: (i) willfully or repeatedly failed to substantially perform Employee’s reasonable and lawful duties and responsibilities for the Company and/or committed a material violation of any material Company policy or procedure (including without limitation any policy or procedure described in the Handbook)felony criminal conviction; (ii) willfully, intentionally any other criminal conviction involving Kanfer's lack of honesty or negligently engaged in any act or omission that injures, or, in the opinion of the Board, is more likely than not to materially injure the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the CompanyKanfer's moral turpitude; (iii) demonstrated repeated, willful drug or gross negligence and/or willful misconduct in Employee’s execution of duties for the Company (including but not limited to insubordination)alcohol abuse; or (iv) engaged in a form acts of discrimination dishonesty, gross carelessness or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached any of the material terms of this Agreement and/or any other written agreement between Employee and the Company; and/or (vii) has been indicted on charges or convicted or pleaded guilty or no contest to a felony; in each case effective upon the date said determination is communicated in writing to Employee or such later date as specified thereingross misconduct.

Basis for Termination. Notwithstanding any other provision in this Agreement to the contrary, the Employment Period and Employee’s employment hereunder shall terminate effective on the date indicated upon the happening of any of the following events: a. The employee shall continue be an executive and employee until such time as Upon the he has wilfully resigned or until this employment agreement expires or until such time as death of Employee, effective immediately on the Company has terminated this agreementdate of death without any notice; b. Upon a determination by the majority Executive Chairman of any future board members appointed over the course of timeCompany or the Board, acting in good faithfaith but made in the Executive Chairman’s or Board’s sole discretion, that Employee has a physical or mental incapacity or disability which renders Employee unable to perform Employee’s essential job duties under this Agreement with or without reasonable accommodation for a period in excess of ninety (90) days during any twelve-month period hereunder, effective upon the date said determination is communicated in writing to Employee or such later date as specified therein; provided, however, that during any period of Disability during which the Employee is receiving compensation under the Company’s short term disability policy, the Company will pay to Employee, minus any applicable taxes and withholdings, an amount equal to the difference between such short term disability payments and Employee’s then current base salary. Company shall not have the right to terminate Employee by reason of disability if such termination would terminate Employee’s receipt of or right to receive short-term or long-term disability benefits under any policy or program maintained by the Company; provided, further, nothing herein shall give the Company the right to terminate Employee prior to discharging its obligations to Employee, if any, under the Family and Medical Leave Act, the Americans with Disabilities Act, or any other applicable law; or c. Upon a determination by the Board, acting in good faith but made in the Board’s sole discretion, that there is ground for termination for “Cause.” “Cause” will exist where Employee: (i) willfully or repeatedly failed to substantially perform Employee’s reasonable and lawful duties and responsibilities for the Company and/or committed a material violation of any material Company policy or procedure (including without limitation any policy or procedure described in the Handbook); (ii) willfully, intentionally or negligently engaged in any act or omission that injures, or, in the opinion of the Board, is more likely than not to materially injure the business or reputation of the Company, including but not limited to injury to any director, employee, client or shareholder of the Company; (iii) demonstrated repeated, willful or gross negligence and/or willful misconduct in Employee’s execution of duties for the Company (including but not limited to insubordination); (iv) engaged in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age, disability, and/or genetic information); (v) misappropriated or embezzled any tangible or intangible property of the Company; (vi) breached any of the material terms of this Agreement and/or any other written agreement between Employee and the Company; and/or (vii) has been indicted on charges or convicted or pleaded guilty or no contest to a felony; in each case effective upon the date said determination is communicated in writing to Employee or such later date as specified therein.;