Common use of Termination Without Just Cause Clause in Contracts

Termination Without Just Cause. (i) Sysorex, in its sole discretion, may terminate Employee’s employment hereunder for any reason without Just Cause (as defined below) at any time, by notifying Employee in writing of its decision. (ii) If (a) Sysorex terminates Employee’s employment hereunder with both Sysorex and SGS without Just Cause or (b) within the twenty four (24) month period following a Change of Control, Employee resigns from employment with both Sysorex and SGS as a result of and upon a material diminution of Employee’s duties, responsibilities, authority, and position with both Sysorex and SGS, or a material reduction of Employee’s compensation and benefits herein, or if Employee ceases to hold the position of Chief Executive Officer at Sysorex after a Change of Control, Sysorex shall: (l) subject to and conditioned upon Employee signing a full general release of any and all known and unknown claims against Sysorex, SGS and their related parties in a form acceptable to Sysorex and SGS and its sole and absolute discretion, continue to pay to Employee his Base Salary subject to customary payroll practices and withholdings, for six (6) months or for twelve (12) months if Employee was employed by Sysorex (or SGS) for more than twenty-four (24) months from the Effective Date as of the date of resignation or termination; (2) within 45 days of termination or resignation, pay to Employee 100% of the value of any accrued but unpaid bonus that Employee otherwise would have received pursuant to Section 5 hereof through the date of termination; (3) upon termination or resignation, pay to Employee the value of any accrued but unpaid vacation time; and (4) upon termination or resignation, pay to Employee any unreimbursed business expenses and travel expenses that are reimbursable under this Agreement that have been incurred by Employee, subject to the submission of any required documentation; (5) an amount equal to Sysorex’s monthly COBRA premium in effect on the date of termination under Sysorex’s group health plan for the type of coverage in effect under such plan for the Employee (i.e., family coverage) for the number of months applicable to Employee per subparagraph (1) above; and (6) to the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plan.

Termination Without Just Cause. 10.1 The Employer may terminate this Agreement and the Employee’s employment under this Agreement without Just Cause at any time during the Term. In the event of termination without Just Cause, the Employee will receive four (i4) Sysorexweeks’ written notice for each full year of continuous service, calculated in accordance with section 7 of the Regulation, to a maximum of fifty-two (52) weeks (the “Notice Period”). 10.2 In lieu of notice, the Employer may, in its sole discretion, may terminate Employee’s employment hereunder for any reason without Just Cause (as defined below) at any time, by notifying pay the Employee in writing of its decision. (ii) If (a) Sysorex terminates Employee’s employment hereunder with both Sysorex and SGS without Just Cause or (b) within the twenty four (24) month period following a Change of Control, Employee resigns from employment with both Sysorex and SGS as a result of and upon a material diminution of Employee’s duties, responsibilities, authority, and position with both Sysorex and SGS, or a material reduction of Employee’s compensation and benefits herein, or if Employee ceases to hold the position of Chief Executive Officer at Sysorex after a Change of Control, Sysorex shall: (l) subject to and conditioned upon Employee signing a full general release of any and all known and unknown claims against Sysorex, SGS and their related parties in a form acceptable to Sysorex and SGS and its sole and absolute discretion, continue to pay to Employee his Base Salary subject to customary payroll practices and withholdings, for six (6) months or for twelve (12) months if Employee was employed by Sysorex (or SGS) for more than twenty-four (24) months from the Effective Date as of the date of resignation or termination; (2) within 45 days of termination or resignation, pay to Employee 100% of the value of any accrued but unpaid bonus that Employee otherwise would have received pursuant to Section 5 hereof through the date of termination; (3) upon termination or resignation, pay to Employee the value of any accrued but unpaid vacation time; and (4) upon termination or resignation, pay to Employee any unreimbursed business expenses and travel expenses that are reimbursable under this Agreement that have been incurred by Employee, subject to the submission of any required documentation; (5) an amount equal to Sysorex’s monthly COBRA premium in effect on the date of termination under Sysorex’s group health plan Base Salary for the type Notice Period or provide a combination of coverage notice and pay in effect under such plan lieu of notice. 10.3 Where the Employer is providing pay in lieu of notice to the Employee, the Employer will pay an additional amount equal to the cost to the Employer for the benefits the Employee was receiving before termination to a maximum of sixteen (i.e.16) percent of the amount paid in lieu of notice in accordance with section 7(2)(b) of the Regulation. 10.4 In exchange for pay in lieu of notice, family coverage) for or any combination of notice and pay in lieu of notice, the number of months applicable Employee agrees to Employee per subparagraph (1) above; and (6) sign a release acceptable to the extent required Employer, upon which the Employee will have no further claim against the Employer for termination whether pursuant to contract, common law, statute, regulation or otherwise. 10.5 The Employee acknowledges and agrees that if, during the Notice Period, the Employee is employed or retained, directly or indirectly, on a fee for service basis by the Crown, a public agency as defined in RABCCA, or an entity where such employment or contractual arrangement is in violation of the Conflicts of Interest Act, then the Employee will repay the Employer forthwith at the completion of the Notice Period a portion of the amount paid pursuant to Clauses 10.2 and 10.3 equal to the gross compensation paid by the Crown, public agency, or other entity during the Notice Period, in addition to any fine imposed or restitution ordered under the terms Conflicts of any benefit plan or this Agreement, the vested portion of any benefit under such planInterest Act.

Termination Without Just Cause. (i) Sysorex, in its sole discretion, may terminate Employee’s 's employment hereunder for any reason without Just Cause (as defined below)) at any time, by notifying Employee in writing of its decision. (ii) If (a) Sysorex terminates Employee’s 's employment hereunder with both Sysorex and SGS without Just Cause or (b) within the twenty four (24) month period following a Change of Control, Employee resigns from employment with both Sysorex and SGS as a result of and upon a material diminution of Employee’s 's duties, responsibilities, authority, and position with both Sysorex and SGS, or a material reduction of Employee’s 's compensation and benefits herein, or if Employee ceases to hold the position of Chief Executive Financial Officer at Sysorex after a Change of Control, Sysorex shall: (l) continue to pay to Employee his Base Salary) subject to customary payroll practices and withholdings, for one (1) month for every three (3) months of employment after the Effective Date up to a maximum of six (6) months subject to and conditioned upon Employee signing a full general release of any and all known and unknown claims against Sysorex, SGS and their related parties in a form acceptable to Sysorex and SGS and its sole and absolute discretion, continue to pay to Employee his Base Salary subject to customary payroll practices and withholdings, for six (6) months or for twelve (12) months if Employee was employed by Sysorex (or SGS) for more than twenty-four (24) months from the Effective Date as of the date of resignation or termination; (2) within 45 days of termination or resignation, pay to Employee 100% of the value of any accrued but unpaid bonus that Employee otherwise would have received pursuant to Section 5 hereof through the date of termination; (3) upon termination or resignation, pay to Employee the value of any accrued but unpaid vacation time; and (4) upon termination or resignation, pay to Employee any unreimbursed business expenses and travel expenses that are reimbursable under this Agreement that have been incurred by Employee, subject to the submission of any required documentation; (5) an amount equal to Sysorex’s 's monthly COBRA premium in effect on the date of termination under Sysorex’s 's group health plan for the type of coverage in effect under such plan for the Employee (i.e., family coverage) for the number of months applicable to Employee per subparagraph (1) above; and (6) to the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plan.

Termination Without Just Cause. (i) SysorexEmployer, in its sole discretion, may terminate Employee’s employment hereunder for any reason without Just Cause (as defined below) ), at any time, by notifying Employee in writing of its decision. (ii) If (a) Sysorex Employer terminates Employee’s employment hereunder with both Sysorex and SGS without Just Cause or (b) within b)within the twenty four (24) month period following a Change of Control, Employee resigns from employment with both Sysorex and SGS as a result of and upon a material diminution of Employee’s duties, responsibilities, authority, and position with both Sysorex and SGS, or a material reduction of Employee’s compensation and benefits herein, or including if Employee ceases to hold the position of Chief Executive Marketing Officer at Sysorex either the ultimate parent entity of the Company after a Change of ControlControl or a division or subsidiary thereof, Sysorex Employer shall: (l1) subject to and conditioned upon Employee signing a full general release of any and all known and unknown claims against Sysorex, SGS and their related parties in a form acceptable to Sysorex and SGS and its sole and absolute discretion, continue to pay to Employee his Base Salary Salary, subject to customary payroll practices and withholdings, for one (1) month if Employee was employed by the Company for six (6) months or for but not more than twelve (12) months as of the date of termination or resignation, for three (3) months if Employee was employed by Sysorex the Company more than twelve (12) months as of the date of resignation or SGStermination or for six (6) months if Employee was employed by the Company for more than twenty-four (24) months from the Effective Date as of the date of resignation or termination; (2) within 45 days of termination or resignation, pay to Employee 10050% of the value of any accrued but unpaid bonus that Employee otherwise would have received pursuant to Section 5 hereof through the date of terminationhereof; (3) upon termination or resignation, pay to Employee the value of any accrued but unpaid vacation time; and (4) upon termination or resignation, pay to Employee any unreimbursed business expenses and travel expenses that are reimbursable under this Agreement that have been incurred by Employee, subject to the submission of any required documentation; (5) an amount equal to Sysorex’s monthly COBRA premium in effect on the date of termination under Sysorex’s group health plan for the type of coverage in effect under such plan for the Employee (i.e., family coverage) for the number of months applicable to Employee per subparagraph (1) above; and (6) to the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plan.

Termination Without Just Cause. If the Corporation terminates this Agreement without just cause during the Term, Chiang shall receive: (i) Sysorexas a lump sum, in its sole discretionthe portion of the Base Salary already accrued but remaining unpaid up to the date of termination, may terminate Employee’s employment hereunder for (ii) any reason without Just Cause Partial Period At-Risk Pay (as defined in subparagraph 9.g. below) at any timedetermined by the Board, by notifying Employee (iii) all benefits (including vacation pay) vested before termination in writing accordance with the terms of its decision. applicable benefit plans and programs of the University, and (iv) reimbursement for previously incurred expenses. In addition, ▇▇▇▇▇▇ shall: (i) be entitled to liquidated damages related to his termination as President, as described in the following sentence, (ii) If (a) Sysorex terminates Employee’s employment hereunder with both Sysorex and SGS without Just Cause or (b) within be entitled to return to the twenty four (24) month period following a Change of Control, Employee resigns from employment with both Sysorex and SGS University faculty as a result of and upon a material diminution of Employee’s duties, responsibilities, authoritytenured distinguished professor, and position with both Sysorex (iii) be eligible to take, if he so elects to return to the University faculty, a sabbatical leave of one calendar year commencing immediately after his employment as President ends and SGSprior to his returning to the University faculty. In such an event, or a material reduction of Employee’s the Corporation will pay Chiang monthly, as liquidated damages, an amount equal to his total compensation and benefits herein, or if Employee ceases to hold received as President over the position of Chief Executive Officer at Sysorex after a Change of Control, Sysorex shall: (l) subject to and conditioned upon Employee signing a full general release of any and all known and unknown claims against Sysorex, SGS and their related parties in a form acceptable to Sysorex and SGS and its sole and absolute discretion, continue to pay to Employee his Base Salary subject to customary payroll practices and withholdings, for six (6) months or for prior twelve (12) months if Employee was employed month period (including Base Salary, at-risk pay, and retention bonus), payable in equal monthly installments. 1. The parties have bargained for and agreed to the foregoing liquidated damages provision, giving consideration to the fact that termination of this Agreement by Sysorex (or SGS) the Corporation without cause during the Term prior to its natural expiration may cause loss to ▇▇▇▇▇▇, which damages are extremely difficult to determine. The parties agree that the payment of such liquidated damages by the Corporation and acceptance thereof by ▇▇▇▇▇▇ shall constitute adequate and reasonable compensation to ▇▇▇▇▇▇ for more than twenty-four (24) months from the Effective Date damages and injury suffered. 2. In addition, as a condition to the payment of the above-described liquidated damages, the parties shall enter into a separation and general release agreement in a form satisfactory to them, and the first monthly installment shall be paid to ▇▇▇▇▇▇ no less than thirty (30) days after the effective date of resignation or termination; such separation and general release agreement. 3. It is intended that all payments pursuant to this subparagraph be exempt from (2i) within 45 days of termination or resignationCode Section 409A as separation pay due to involuntary separation from service, pay to Employee 100% as described in Section 1.409A-1(b)(9)(iii) of the value Treasury Regulations, and (ii) Code Section 457 as bona fide severance pay within the meaning of any accrued but unpaid bonus that Employee otherwise would have received Code Section 457(e)(11)(A)(i), and all payment pursuant to Section 5 hereof through this subparagraph shall be made in accordance with the date of termination; (3) upon termination or resignation, pay to Employee the value of any accrued but unpaid vacation time; and (4) upon termination or resignation, pay to Employee any unreimbursed business expenses and travel expenses that are reimbursable under this Agreement that have been incurred by Employee, subject to the submission of any required documentation; (5) an amount equal to Sysorex’s monthly COBRA premium in effect on the date of termination under Sysorex’s group health plan requirements for the type of coverage in effect under such plan for the Employee (i.e., family coverage) for the number of months applicable to Employee per subparagraph (1) above; and (6) to the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such planaforesaid exemptions.

Termination Without Just Cause. (i) SysorexEmployer, in its sole discretion, may terminate Employee’s employment hereunder for any reason without Just Cause (as defined below) ), at any time, by notifying Employee in writing of its decision. (ii) If (a) Sysorex Employer terminates Employee’s employment hereunder with both Sysorex and SGS without Just Cause or (b) within b)within the twenty four (24) month period following a Change of Control, Employee resigns from employment with both Sysorex and SGS as a result of and upon a material diminution of Employee’s duties, responsibilities, authority, and position with both Sysorex and SGS, or a material reduction of Employee’s compensation and benefits herein, or including if Employee ceases to hold the position of Chief Executive Financial Officer at Sysorex either the ultimate parent entity of the Company after a Change of ControlControl or a division or subsidiary thereof, Sysorex Employer shall: (l1) subject to and conditioned upon Employee signing a full general release of any and all known and unknown claims against Sysorex, SGS and their related parties in a form acceptable to Sysorex and SGS and its sole and absolute discretion, continue to pay to Employee his Base Salary Salary, subject to customary payroll practices and withholdings, for four (4) months if Employee was employed by the Company for under six (6) months as of the date of termination or resignation, for six (6) months if Employee was employed by the Company at least six (6) but not more than twelve (12) months as of the date of termination or resignation, for nine (9) months if Employee was employed by the Company more than twelve (12) but not more than twenty-four (24) months as of the date of termination or resignation, or for twelve (12) months if Employee was employed by Sysorex (or SGS) the Company for more than twenty-four (24) months from the Effective Date as of the date of resignation or termination; (2) within 45 days of termination or resignation, pay to Employee 10050% of the value of any accrued but unpaid bonus that Employee otherwise would have received pursuant to Section 5 hereof through the date of terminationhereof; (3) upon termination or resignation, pay to Employee the value of any accrued but unpaid vacation time; and (4) upon termination or resignation, pay to Employee any unreimbursed business expenses and travel expenses that are reimbursable under this Agreement that have been incurred by Employee, subject to the submission of any required documentation; (5) an amount equal to Sysorex’s monthly COBRA premium in effect on the date of termination under Sysorex’s group health plan for the type of coverage in effect under such plan for the Employee (i.e., family coverage) for the number of months applicable to Employee per subparagraph (1) above; and (6) to the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plan.

Termination Without Just Cause. (i) Sysorex, in its sole discretion, The Corporation may terminate Employee’s ------------------------------ Kemendo's employment hereunder without just cause, but in such event the Corporation shall be obligated to pay to kemendo the compensation otherwise payable under Section 3(a) for the remainder of the term of his employment as determined in Section 2, including any reason without Just Cause accrued employee benefits and/or vacation pay. Any amount of such Section 3(a) compensation in a gross amount before withholding taxes up to the greater of One Hundred Thousand Dollars (as defined below$100,000) at any timeor the amount of Kemendo's combined federal and state income taxes, by notifying Employee in writing of its decision. (ii) If if any, resulting from the Corporation's obligation to pay such remaining Section 3 (a) Sysorex compensation which are due in the year of termination (or not later than the due date for the filing of Kemendo's individual income tax returns for such year), shall be paid in cash thirty (30) days following the date of Kemendo's termination. The amount, if any, of Kemendo's Section 3(a) compensation exceeding such amount shall be paid in cash in two equal annual installments, on the first and second anniversaries of Kemendo's termination. No interest shall accrue on such payments, and the Corporation shall deduct therefrom all normal employee withholding taxes. If the Corporation terminates Employee’s Kemendo's employment hereunder with both Sysorex under this Section 6(b), the incentive compensation otherwise due to Kemendo, if any, under Section 3(b) shall be payable at the time(s) and SGS without Just Cause in the form and manner set forth in Section 3(b). Termination of Kemendo's employment under this subsection 6(b) shall not affect Kemendo's obligations under Sections 4 or 5 hereof. The foregoing notwithstanding, Kemendo may, within ninety (90) days following the termination of his employment under this Section 3 (b), notify the Corporation in accordance with Section 8(b) within the twenty four (24) month period following a Change of Control, Employee resigns from employment with both Sysorex and SGS as a result of and upon a material diminution of Employee’s duties, responsibilities, authoritythat he has determined to take actions which would otherwise violate Section 4 hereof. In such case, and position with both Sysorex and SGS, or a material reduction of Employee’s compensation and benefits herein, or if Employee ceases to hold the position of Chief Executive Officer at Sysorex after a Change of Control, Sysorex shall: (l) subject to the following conditions, Kemendo shall be relieved of his obligations under Section 4 hereof. In order to be relieved of such Section 4 obligations, Kemendo agrees that his compensation under Sections 3(a) and conditioned upon Employee signing a full general release of any and all known and unknown claims against Sysorex, SGS and their related parties in a form acceptable to Sysorex and SGS and its sole and absolute discretion, continue to pay to Employee his Base Salary subject to customary payroll practices and withholdings, for six (63(b) months or for twelve (12) months if Employee was employed by Sysorex (or SGS) for more than twenty-four (24) months from the Effective Date shall terminate as of the date of resignation or his termination, and Kemendo shall forfeit and return to the Corporation any Section 3(a) compensation and evidences of indebtedness of the Corporation there for applicable to periods after his termination; (2Kemendo's Section 3(b) within 45 days of termination or resignation, pay compensation shall accrue only to Employee 100% of the value of any accrued but unpaid bonus that Employee otherwise would have received pursuant to Section 5 hereof through the date of termination; his termination and it shall be paid as and when it would otherwise be paid under Section 3 (3b). Kemendo may be terminated under this Section 6(b) upon termination only by a seventy five percent (75%) vote of the Board of Directors of the Corporation, including Kemendo's if he is a director of the Corporation at the time the vote is taken. The Corporation shall have the right to prepay all or resignation, pay to Employee the value any part of any accrued but unpaid vacation time; and (4payments provided for in this Section 6(b) upon termination or resignation, pay to Employee at any unreimbursed business expenses and travel expenses that are reimbursable under this Agreement that have been incurred by Employee, subject to the submission of any required documentation; (5) an amount equal to Sysorex’s monthly COBRA premium in effect on the date of termination under Sysorex’s group health plan for the type of coverage in effect under such plan for the Employee (i.e., family coverage) for the number of months applicable to Employee per subparagraph (1) above; and (6) to the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plantime without penalty.

Termination Without Just Cause. (i) SysorexEmployer, in its sole discretion, may terminate Employee’s employment hereunder for any reason without Just Cause (as defined below) ), at any time, by notifying giving written notice to Employee of such intent in writing advance of the effective date of termination; provided, Employer, in its decisionsole discretion, may modify, reduce or eliminate Employee’s duties hereunder. It is understood that the first Ninety (90) days of this Agreement will be probationary and that Employee may be terminated during that period with a reduced severance payment as stated below. (ii) If (a) Sysorex Employer terminates Employee’s employment hereunder with both Sysorex and SGS without Just Cause or after the Ninetieth (b90th) within the twenty four (24) month period following a Change of Control, Employee resigns from employment with both Sysorex and SGS as a result of and upon a material diminution of Employee’s duties, responsibilities, authority, and position with both Sysorex and SGS, or a material reduction of Employee’s compensation and benefits herein, or if Employee ceases to hold the position of Chief Executive Officer at Sysorex day after a Change of Control, Sysorex shall: (l) subject to and conditioned upon Employee signing a full general release of any and all known and unknown claims against Sysorex, SGS and their related parties in a form acceptable to Sysorex and SGS and its sole and absolute discretion, continue to pay to Employee his Base Salary subject to customary payroll practices and withholdings, for six (6) months or for twelve (12) months if Employee was employed by Sysorex (or SGS) for more than twenty-four (24) months from the Effective Date as of the date of resignation or termination; (2) within 45 days of termination or resignationthis Agreement, pay Employee will be entitled to Employee 100% receive the compensation equal to three months’ Base Salary in effect at the time of the value of any accrued but unpaid bonus that Employee otherwise would have received pursuant to Section 5 hereof through notice, payable on the effective date of termination; (3) upon the termination or resignation, pay to Employee the value of any accrued but unpaid vacation time; and (4) upon termination or resignation, pay to Employee any unreimbursed business expenses and travel expenses that are reimbursable under this Agreement that have been incurred by Employee, subject to the submission of any required documentation; (5) an amount equal to Sysorex’s monthly COBRA premium in effect on the date of termination under Sysorex’s group health plan for the type of coverage in effect under such plan for the Employee (i.e., family coverage) for the number of months applicable to Employee per subparagraph (1) above; and (6) plus to the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plan, all as earned through the date of termination. (iii) If Employer terminates Employee’s employment hereunder without Just Cause after one year after the date of this Agreement, Employee will be entitled to receive the compensation equal to six months’ Base Salary in effect at the time of the notice, payable on the effective date of the termination plus to the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plan, all as earned through the date of termination. (iv) If Employer terminates Employee’s employment hereunder without Just Cause on or before the Ninetieth (90th) day after the date of this Agreement, Employee will be entitled to receive the compensation equal to one month’s Base Salary in effect at the time of the notice, payable on the effective date of the termination plus only that portion of his Base Salary, accrued vacation, and to the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plan, all as earned through the date of termination.

Termination Without Just Cause. (i) SysorexThe Company, in its sole discretion, may terminate Employee’s employment hereunder for any reason without Just Cause (as defined below)) at any time, by notifying Employee in writing of its decision. (ii) If If: (a) Sysorex the Company terminates Employee’s employment hereunder with both Sysorex and SGS without Just Cause Cause, or (b) within the twenty twenty-four (24) month period following a Change of Control, Employee resigns from employment with both Sysorex and SGS TTM as a result of of, and upon a material diminution of Employee’s duties, responsibilities, authority, and position with both Sysorex and SGSTTM, or a material reduction of Employee’s compensation and benefits herein, or if Employee ceases to hold the position of Chief Executive Officer at Sysorex after a Change of Control, Sysorex the Company shall: (l) continue to pay to Employee his Base Salary) subject to customary payroll practices and withholdings, for one (1) month for every two (2) months of employment after the Effective Date up to a maximum of twelve (12) months subject to and conditioned upon Employee signing a full general release of any and all known and unknown claims against Sysorex, SGS the Company and their related parties in a form acceptable to Sysorex the Company and SGS its counsel and its sole and absolute discretion, continue to pay to Employee his Base Salary subject to customary payroll practices and withholdings, for six (6) months or for twelve (12) months if Employee was employed by Sysorex (or SGS) for more than twenty-four (24) months from the Effective Date as of the date of resignation or termination; (2) within 45 forty-five (45) days of termination or resignation, pay to Employee one hundred percent (100% %) of the value of any accrued but unpaid bonus that Employee otherwise would have received pursuant to Section 5 hereof through the date of termination; (3) upon termination or resignation, pay to Employee the value of any accrued but unpaid vacation time; and (4) upon termination or resignation, pay to Employee any unreimbursed business expenses and travel expenses that are reimbursable under this Agreement that have been incurred by Employee, subject to the submission of any required documentation; (5) an amount equal to Sysorexthe Company’s monthly COBRA premium in effect on the date of termination under Sysorexthe Company’s group health plan for the type of coverage in effect under such plan for the Employee (i.e., family coverage) for the number of months applicable to Employee per subparagraph (1) above; and (6) to the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plan. For purposes of this Agreement, “Change in Control” means a change in the majority of the Board, in the aggregate, in any twelve (12) month period that was not otherwise approved by a majority of the Board or a transaction or series of transactions, in the aggregate, in any twelve (12) month period that results in a fifty percent (50%) or greater change in the stock ownership of the Company (excluding the aggregation of normal trading activity of the Company’s common stock in any public market).

Termination Without Just Cause. (i) SysorexEmployer, in its sole discretion, may terminate Employee’s employment hereunder for any reason without Just Cause (as defined below) ), at any time, by notifying Employee in writing of its decision. Employee, in his sole discretion, may terminate his employment hereunder at any time and for any reason. (ii) If (a) Sysorex Employer terminates Employee’s employment hereunder with both Sysorex and SGS without Just Cause or (b) within the twenty four (24) month period following a Change of Control, Employee resigns from employment with both Sysorex and SGS as a result of and upon a material diminution of Employee’s duties, responsibilities, authority, and position with both Sysorex and SGSCause, or Employee has a material reduction of Employee’s compensation and benefits hereinResignation for Good Reason (as defined below), or if Employee ceases to hold the position of Chief Executive Officer at Sysorex after a Change of Control, Sysorex Employer shall: (l1) subject to and conditioned upon Employee signing a full general release of any and all known and unknown claims against Sysorex, SGS and their related parties in a form acceptable to Sysorex and SGS and its sole and absolute discretion, continue to pay to Employee his Base Salary then in effect, subject to customary payroll practices and withholdings, for six three (6) months or for twelve (123) months if Employee was employed by Sysorex the Company for six (or SGS6) for but not more than twenty-four twelve (2412) months from as of the Effective Date date of termination or resignation, for six (6) months if Employee was employed by the Company more than twelve (12) months as of the date of resignation or termination; (2) within 45 days of termination or resignation, pay to Employee 100% of the value of any earned and accrued but unpaid bonus amounts that Employee otherwise would have received pursuant to is then eligible for in accordance with Section 5 hereof through the date of terminationhereof; (3) within 45 days of termination or resignation, pay to Employee a lump sum equal to six (6) months (two quarters) of his bonus calculated based on Employee’s bonus payout for the previous two quarters; (4) within 45 days of termination or resignation, pay to Employee a lump sum equal to six (6) months of the COBRA premiums that Employee would have to pay to maintain medical, dental, and vision insurance coverage for Employee, his spouse and his children, to the same extent, and on the same terms and conditions as he had immediately prior to termination (regardless of any COBRA election actually made by Employee); (5) accelerate six (6) months of vesting of any unvested options and other equity-based awards, unless Employee is terminated within the first year of employment in which case he shall receive his one-year ▇▇▇▇▇ ▇▇▇▇, accelerated to the termination date; (6) upon termination or resignation, pay to Employee the value of any accrued but unpaid vacation time; and (47) upon termination or resignation, pay to Employee any unreimbursed business expenses and travel expenses that are reimbursable under this Agreement that have been incurred by Employee, subject to the submission of any required documentation; (5) an amount equal to Sysorex’s monthly COBRA premium in effect on the date of termination under Sysorex’s group health plan for the type of coverage in effect under such plan for the Employee (i.e., family coverage) for the number of months applicable to Employee per subparagraph (1) above; and (6) to the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plan.