Common use of Termination of the Consulting Relationship Clause in Contracts

Termination of the Consulting Relationship. a. The Executive may terminate his consulting and advisory relationship with the Company hereunder, with or without Good Reason, upon thirty (30) days' advance written notice to the Company. The Company may terminate the Executive's consulting and advisory relationship with the Company hereunder, with or without Cause, upon thirty (30) days' advance written notice to the Executive. b. The Company shall have Cause to terminate the Executive's consulting and advisory relationship with the Company hereunder upon (i) the Executive's willful and continued failure to substantially perform his obligations hereunder, (ii) the engaging by the Executive in willful misconduct which is demonstrably and materially injurious to the Company, or (iii) the Executive's conviction of a felony for a crime of moral turpitude. For purposes of this Section 5.b., no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. The Executive's consulting and advisory relationship may not be terminated for Cause in the case of actions or omissions described in clauses (i) or (ii) of this Section 5.b. unless the Company shall have given the Executive an opportunity to cure any such actions or omissions during the 30-day period after the Executive's receipt of written notice. c. The Executive shall have Good Reason to terminate his consulting and advisory relationship with the Company hereunder upon any breach of this Agreement by the Company, other than an immaterial, isolated and inadvertent breach which did not occur in bad faith and is cured by the Company within 10 days of notice thereof from the Executive. d. Upon the Company's termination of Executive's consulting and advisory relationship by the Company hereunder for Cause or by the Executive without Good Reason, neither the Executive nor the Company shall have any further obligations hereunder. e. If the Company terminates the Executive's consulting and advisory relationship hereunder without Cause, or if the Executive terminates such relationship for Good Reason, the Company shall immediately pay to the Executive, in a single lump sum, the Lump Sum Severance Amount (as defined below). The Lump Sum Severance Amount shall be equal to an amount that would result in the Full Severance Amount (as defined below) at the end of the Remaining Term (as defined below), assuming such Lump Sum Severance Amount received a rate-of-return over the course of the Remaining Term equal to the Federal Funds Rate, as set by the Federal Open Market Committee of the Federal Reserve Board, effective on the date of such termination. The Full Severance Amount shall be an amount equal to the balance of all amounts which would have been payable to the Executive (determined under Section 4(a)) for the remaining term of the Consulting Period had such relationship not been so terminated (the "Remaining Term"). In addition, the Company shall provide the benefits described under Section 4(c) for the Remaining Term.

Termination of the Consulting Relationship. a. The Executive may terminate his consulting and advisory relationship with the Company hereunder, with or without Good Reason, upon thirty (30) days' advance written notice to the Company. The Company may terminate the Executive's consulting and advisory relationship with the Company hereunder, with or without Cause, upon thirty (30) days' advance written notice to the Executive. b. The Company shall have Cause to terminate the Executive's consulting and advisory relationship with the Company hereunder upon (i) the Executive's willful and continued failure to substantially perform his obligations hereunder, (ii) the engaging by the Executive in willful misconduct which is demonstrably and materially injurious to the Company, or (iii) the Executive's conviction of a felony for a crime of moral turpitude. For purposes of this Section 5.b., no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. The Executive's consulting and advisory relationship may not be terminated for Cause in the case of actions or omissions described in clauses (i) or (ii) of this Section 5.b. unless the Company shall have given the Executive an opportunity to cure any such actions or omissions during the 30-day period after the Executive's receipt of written notice. c. The Executive shall have Good Reason to terminate his consulting and advisory relationship with the Company hereunder upon any breach of this Agreement by the Company, other than an immaterial, isolated and inadvertent breach which did not occur in bad faith and is cured by the Company within 10 days of notice thereof from the Executive. d. Upon the Company's termination of Executive's consulting and advisory relationship by the Company hereunder for Cause or by the Executive without Good Reason, neither the Executive nor the Company shall have any further obligations hereunder. e. If the Company terminates the Executive's consulting and advisory relationship hereunder without Cause, or if the Executive terminates such relationship for Good Reason, the Company shall immediately continue to pay to the Executive, in a single lump sum, Executive the Lump Sum Severance Amount (as defined below). The Lump Sum Severance Amount shall be equal to an amount that would result in the Full Severance Amount (as defined below) at the end of the Remaining Term (as defined below), assuming such Lump Sum Severance Amount received a rate-of-return over the course of the Remaining Term equal to the Federal Funds Rate, as set by the Federal Open Market Committee of the Federal Reserve Board, effective on the date of such termination. The Full Severance Amount shall be an amount equal to the balance of all amounts which would have been payable to the Executive (determined under Section pursuant to Sections 4(a)) and 4(c) of this Agreement for the remaining term of the Consulting Period had such relationship not been so terminated (terminated, which amounts shall be paid at the "Remaining Term"). In addition, the Company shall provide the benefits described under Section 4(c) for the Remaining Termsame time or times as they would have been paid had such relationship not been so terminated.