Common use of Termination and Resignation Clause in Contracts

Termination and Resignation. Your membership on the Company’s Board may be terminated: a. by failure of being re-elected as a director at the annual shareholders’ meeting; b. for any or no reason at a meeting called expressly and duly constituted in accordance with the Company’s Amended and Restated Articles of Association for the purpose of termination by (i) a simple majority of votes of shareholders that are entitled to vote in person or by proxy, or (ii) approval in writing by all of the shareholders entitled to vote in one or more instruments, each signed by one or more of the shareholders; c. for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon its acceptance by the Board, provided, however, that if the Board has not acted on such written notice within two months from its date of delivery, then your Resignation shall be deemed to be accepted by the Board; or d. for good cause, which shall mean any one or more of the following as determined in the reasonable discretion of the Company: (1) a continuing material breach or material default by you of the terms of this Agreement, except for any such breach or default which is caused by physical disability as determined by a neutral physician; (2) gross negligence, willful misconduct or continuing failure to perform your Duties; and (3) the commission by you of an act of fraud, embezzlement or any felony or other crime of dishonesty in connection with your Duties or which would materially and adversely affect the business reputation of the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate, subject to the Company’s obligations to pay you any cash compensation that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation. Except in the event of termination for good cause, the Company’s obligation to pay you cash compensation in accordance with Section 4.1 above for the first year in which you have agreed to serve as a director shall not be changed or adjusted, without regard to the period that you serve as a Director.

Termination and Resignation. Your membership on the Company’s Board may be terminated: a. by failure of being re-elected as a director at the annual shareholders’ meeting; b. for any or no reason at a meeting called expressly and duly constituted in accordance with the Company’s Amended and Restated Articles of Association for the purpose of termination by (i) a simple majority of votes of shareholders that are entitled to vote in person or by proxy, or (ii) approval in writing by all of the shareholders entitled to vote in one or more instruments, instruments each signed by one or more of the shareholders; c. for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon its acceptance by the Board, provided, however, that if the Board has not acted on such written notice within two months from its date of delivery, then your Resignation shall be deemed to be accepted by the Board; or d. for good cause, which shall mean any one or more of the following as determined in the reasonable discretion of the Company: (1) a continuing material breach or material default by you of the terms of this Agreement, except for any such breach or default which is caused by physical disability as determined by a neutral physician; (2) gross negligence, willful misconduct or continuing failure to perform your Duties; and (3) the commission by you of an act of fraud, embezzlement or any felony or other crime of dishonesty in connection with your Duties or which would materially and adversely affect the business reputation of the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate, subject to the Company’s obligations to pay you any cash compensation that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation. Except in the event of termination for good cause, the Company’s obligation to pay you cash compensation in accordance with Section 4.1 above for the first year in which you have agreed to serve as a director shall not be changed or adjusted, without regard to the period that you serve as a Director.

Termination and Resignation. 3.1 Your membership on the Company’s Board may be terminated: a. by failure of being re-elected terminated as a director at the annual shareholders’ meeting; b. for any or no reason at a meeting called expressly and duly constituted provided in accordance with the Company’s Amended and Restated Articles of Association for organizational documents, pursuant to applicable law, including but not limited to your removal by the purpose of termination by (i) a simple majority of votes of shareholders that are entitled to vote in person Company’s shareholders, or by proxy, or (ii) approval the Board for cause as set forth in writing by all of Section 3.2. You may also terminate your membership on the shareholders entitled to vote in one or more instruments, each signed by one or more of the shareholders; c. Board for any or no reason by delivering your written notice of your resignation to the Chief Executive Officer of the Company (“Resignation”), and such . Such Resignation shall be effective upon its acceptance by on the Board, provided, however, that if later of the Board has not acted on such written notice within two months from its date of delivery, then your Resignation shall be deemed to be accepted by its delivery or the Board; or d. for good cause, which shall mean any one or more of the following as determined date specified in the reasonable discretion of the Company: (1) a continuing material breach or material default by you of the terms of this Agreement, except for any such breach or default which is caused by physical disability as determined by a neutral physician; (2) gross negligence, willful misconduct or continuing failure to perform your Duties; and (3) the commission by you of an act of fraud, embezzlement or any felony or other crime of dishonesty in connection with your Duties or which would materially and adversely affect the business reputation of the CompanyResignation. Upon the effective date of the termination or Resignation, your right to compensation hereunder under this Agreement will terminate, subject to the Company’s obligations to pay you any cash compensation that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of performing your Duties as of the effective date of such termination or ResignationResignation as well the terms of the Plan and Option Agreement. Except Should the Employment Agreement be terminated, such termination shall constitute your Resignation under this Section 3.1 unless otherwise agreed in writing between you and the event Company. 3.2 The Company may terminate your membership on the Board, if the Board determines that you have: 3.2.1 materially breached any provision hereof or habitually neglected the duties which you were required to perform under any provision of termination this Agreement; 3.2.2 misappropriated funds or property of the Company or otherwise engaged in acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude, even if not in connection with the performance of your duties hereunder, which could reasonably be expected to result in serious prejudice to the interests of the Company if you were retained as a director; 3.2.3 secured any personal profit not completely disclosed to and approved by the Company in connection with any transaction entered into on behalf of or with the Company or any affiliate of the Company; or 3.2.4 failed to carry out and perform duties assigned to Director in accordance with the terms hereof in a manner acceptable to the Board after a written demand for good cause, substantial performance is delivered to Director which identifies the manner in which Director has not substantially performed Director’s duties and provided further that Director shall be given a reasonable opportunity to cure such failure; For purposes of this Section 3.2 you shall not be terminated for Cause without (i) reasonable notice to you setting forth the reasons for the Company’s obligation intention to pay Terminate for Cause and a reasonable opportunity to cure such situation (if capable of cure), (ii) an opportunity for you cash compensation in accordance together with Section 4.1 above for counsel, to be heard before the first year in which you have agreed to serve as a director shall not be changed or adjustedBoard, without regard and (iii) delivery to the period that Director of a notice of termination from the Board of the Company, finding that, in the good faith opinion of the Board, you serve as a Directorhad engaged in the conduct set forth above and specifying the particulars thereof in detail.

Termination and Resignation. Your membership on the Company’s Board may be terminated: a. by failure of being re-elected as a director at the annual shareholders’ meeting; b. for any or no reason at a meeting called expressly and duly constituted in accordance with the Company’s Amended and Restated Articles of Association for the purpose of termination by (i) a simple majority of votes of shareholders that are entitled to vote in person or by proxy, or (ii) approval in writing by all of the shareholders entitled to vote in one or more instruments, each signed by one or more of the shareholders; c. for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon its acceptance by the Board, provided, however, that if the Board has not acted on such written notice within two months from its date of delivery, then your Resignation shall be deemed to be accepted by the Board; or d. for good cause, which shall mean any one or more of the following as determined in the reasonable discretion of the Company: (1) a continuing material breach or material default by you of the terms of this Agreement, except for any such breach or default which is caused by physical disability as determined by a neutral physician; (2) gross negligence, willful misconduct or continuing failure to perform your Duties; and (3) the commission by you of an act of fraud, embezzlement or any felony or other crime of dishonesty in connection with your Duties or which would materially and adversely affect the business reputation of the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate, subject to the Company’s obligations to pay you any cash compensation that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation. Except in the event of termination for good cause, the Company’s obligation to pay you cash compensation in accordance with Section 4.1 above for the first year in which you have agreed to serve as a director shall not be changed or adjusted, without regard to the period that you serve as a Director.

Termination and Resignation. Your membership on the Company’s Board may be terminated: a. by failure of being re-elected as a director at the annual shareholders’ meeting; b. for any or no reason at a meeting called expressly and duly constituted in accordance with the Company’s Amended and Restated Articles of Association for the purpose of termination by (i) a simple majority of votes of shareholders that are entitled to vote in person or by proxy, or (ii) approval in writing by all of the shareholders entitled to vote in one or more instruments, instruments each signed by one or more of the shareholders; c. for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon its acceptance by the Board, provided, however, that if the Board has not acted on such written notice within two months from its date of delivery, then your Resignation shall be deemed to be accepted by the Board; or d. for good cause, which shall mean any one or more of the following as determined in the reasonable discretion of the Company: (1) a continuing material breach or material default by you of the terms of this Agreement, except for any such breach or default which is caused by physical disability as determined by a neutral physician; (2) gross negligence, willful misconduct or continuing failure to perform your Duties; and (3) the commission by you of an act of fraud, embezzlement or any felony or other crime of dishonesty in connection with your Duties or which would materially and adversely affect the business reputation of the Company. Upon the effective date of the termination or Resignation, your right to compensation remuneration hereunder will terminate, subject to the Company’s obligations to pay you any cash compensation remuneration that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation. Except in the event of termination for good cause, the Company’s obligation to pay you cash compensation remuneration in accordance with Section 4.1 above for the first year in which you have agreed to serve as a director shall not be changed or adjusted, without regard to the period that you serve as a Director.