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. The Company may terminate the Executive’s employment at any time without just cause by written notice to the Executive specifying the effective date of termination. As of the effective date of termination, Executive’s employment and position with the Company shall terminate, and in lieu of any other severance benefit that would otherwise be payable to Executive: (a) The Company will pay the Executive all accrued obligations (“Accrued Obligations”), including outstanding Base Salary, accrued vacation pay and any other cash benefits accrued up to and including the effective date of termination of the Executive’s employment, less required tax withholding, to be paid on the effective date of termination of employment, or within no more than five (5) working days thereafter, and will reimburse the Executive for all proper expenses incurred by the Executive in discharging his responsibilities to the Company prior to the effective date of termination of the Executive’s employment in accordance with Section 2.06 above. (b) The Company will provide the Executive with a lump sum payment equal to: (i) Sysorextwo and one-half (2½) times the Executive’s Base Salary, 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.plus (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 Sysorexthe greater of: A. Two and one-half (2½) times the highest of Executive’s monthly COBRA premium last three years’ cash bonus; or B. Fifteen percent (15%) of Executive’s Base Salary in effect at the time of such termination, (iii) less any amount of Succession Bonus paid to the Executive under Section 4.06(a) on or prior to the effective date of termination under Sysorexof employment, (iv) less required tax withholding, to be paid within thirty (30) working days after the effective date of termination of employment. (c) The Executive will have up to the earlier of: (i) ninety (90) days from the effective date of termination of the Executive’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) aboveemployment; and (6ii) the date on which the exercise period of the particular stock option expires, to exercise only that portion of the stock options previously granted to the Executive that have not been exercised, but which have vested, and thereafter the Executive’s stock options will expire and the Executive will have no further right to exercise the stock options. Any stock options held by the Executive that are not yet vested at the termination date immediately expire and are cancelled and forfeited to the Company on the termination date. Any RSUs held by the Executive that have vested before the termination date shall be paid (or the shares issuable thereunder issued) to the Executive. Any RSUs held by the Executive that are not vested at the termination date will be immediately cancelled and forfeited to the Company on the termination date. The rights of the Executive upon termination in respect of any other awards granted to the Executive under any of the Company’s equity compensation plans shall be as set forth in such plans or in the award agreement for any such awards, as applicable. (d) The Company will transfer ownership of the automobile if it is owned by the Company to the Executive at no cost to the Executive except for any taxable benefit associated with the transfer, or if the automobile is leased by the Company for the Executive’s sole use the Company will exercise the option to buy-out the lease and will transfer ownership of the automobile to the Executive at no cost to the Executive except for any taxable benefit associated with the transfer. If the Executive personally leases or owns the automobile, the Company will exercise the option to buy-out the Executive’s lease and/or pay off the balance due to the lender from the Executive so that the Executive obtains 100% ownership of the automobile. In any case the Executive will be responsible for any taxable benefit associated with the transfer of ownership of the automobile to the Executive, which the Company may deduct from the amounts payable to the Executive under paragraph 4.02 (b) above. (e) Upon termination, the Company, and any and all companies who purchase, whether it be a purchase of the Company or the purchase of the Company’s assets, merge or consolidate with the Company, agree to reimburse the Executive the full cost of the COBRA continuation rate charged for employee and spouse coverage, through the EFRI Health and Welfare Plan on a monthly basis, for a period of 30 months beyond the Executive’s termination month. The Executive and his spouse may, at their choosing, enroll in the COBRA continuation plan through EFRI for the first eighteen months following the Executive’s termination month or, if they choose, they may enroll in a separate plan of their choosing, by using the reimbursement to enroll in medical and prescription insurance of their choosing. Reimbursement at the rate described herein will continue for 30 months beyond the Executive’s termination month, but beginning with the nineteenth month, the Executive and his spouse will need to obtain coverage from a different source than the COBRA continuation plan through EFRI. The reimbursement will be to the Executive and his spouse directly, will be non-taxable as a reimbursement of cost for coverage of the premiums charged by the insurance carriers for the COBRA continuation coverage for the current month of reimbursement. The reimbursed cost of COBRA coverage will be indexed annually, and will match the rate charged for any month of coverage available by the insurance carrier for Medical, Dental, and Optical coverage through EFRI for employee and spouse coverage. Both the Executive and his spouse, will have the option of purchasing a medical plan separate from the plan offered by EFRI. The foregoing amounts and benefits represent the Company’s maximum obligations, and other than as set out in this Section 4.02, the Executive will not be entitled to any further compensation, rights or benefits in connection with his employment. The payments contemplated in this Section 4.02(a) and (b) (the “Severance Payment”) will be paid by the Company and the Company will provide the severance compensation contemplated in Sections 4.02(c), (d) and (e) in full satisfaction of any and all entitlement that the Executive may have to notice of termination or payment in lieu of such notice, severance pay, and any other payment to which the Executive may otherwise be entitled pursuant to applicable law. With respect to any amount that becomes payable to the Executive under this Agreement upon termination of Executive’s employment with the Company for any reason (including under Sections 4.03, 4.05, 4.06 and 5.01) the provisions of this paragraph will apply, notwithstanding any other provision of this Agreement to the contrary. To the extent required under Section 409A of the terms Internal Revenue Code, (i) such amount shall be payable only if such termination of Executive’s employment is a “separation from service,” within the meaning of Code Section 409A, with the Company and all persons and entities with which the Company would be considered a single employer under Code Section 414(b) or (c), and (ii) if the Company determines in good faith that Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then (A) any benefit plan amount that becomes payable to Executive upon such separation from service and that otherwise would be payable prior to the date that is six months and one day after the date of Executive’s separation from service (the “Alternate Payment Date”) shall be payable in a single payment on the Alternate Payment Date (or, if earlier, within 30 days following the death of Executive during the period from Executive’s separation from service through the Alternate Payment Date), with no interest accruing on such amounts from the date of Executive’s separation from service through the date of payment of such amount, and (B) any amount that becomes payable to Executive upon Executive’s separation from service that otherwise would be payable on or after the Alternate Payment Date shall be payable on the date otherwise specified for payment in this Agreement, the vested portion of any benefit under such plan.

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. If Employer terminates this Agreement without “just cause” or gives notice to Employee under Section 2 that this Agreement will not be extended beyond the then current Term, then, subject to the exclusions set forth in this Section 7(d), Employee will be entitled to receive the compensation set forth below, provided that if the separation from service occurs prior to a Change of Control (as hereinafter defined), Employee will be entitled to receive 200% of the amounts determined under clauses (i), (ii) and (iii) and 100% of the amounts determined under clauses (iv), (v) and (vi). The amounts determined under clauses (i), (ii), (iii), (iv) and (vi) shall be paid within 90 days after the date of separation from service, except to the extent any portion of such payment will be subject to the provisions of Section 409A of the Code, in which case such subject portion shall be paid no earlier than the date that is six (6) months following the date of separation from service. (i) Sysorex, in its sole discretion, may terminate Employee’s employment hereunder for any reason without Just Cause (as defined below) Employee will be entitled to receive his Base Salary at any time, by notifying Employee in writing of its decisionthe then current rate. (ii) If Employee will be entitled to receive an amount equal to the highest amount of cash bonuses (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 that have been awarded 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 a prior year’s service but remain unpaid as of the date of resignation or termination; (2) within 45 days of termination or resignation, pay to Employee 100% of for any one (1) year during the value of any accrued but unpaid bonus that Employee otherwise would have received pursuant to Section 5 hereof through the date of termination; three (3) upon termination or resignation, pay years prior to such separation from service. (iii) Employee the value of any accrued but unpaid vacation time; and (4) upon termination or resignation, pay will be entitled 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) receive an amount equal to Sysorexthe amount contributed by Employer on behalf of Employee for the calendar year ending immediately prior to the date of separation from service under the COMFORCE Corporation Restated Deferred Compensation Plan, but any contributions by Employer on behalf of Employee under the COMFORCE Corporation Restated Deferred Vacation Plan shall be excluded. (iv) Employer shall reimburse Employee monthly (and in no event later than the year after the year the expense is incurred) for Employee’s monthly cost of coverage under the COBRA premium for the period through the end of the second calendar year following the calendar year in effect which Employee’s separation from service occurs (the “Benefit Period”) if such coverage is both available and elected by Employee. The amount of COBRA expenses eligible for reimbursement during one taxable year may not affect the amount of COBRA expenses eligible for reimbursement in any other taxable year. If such COBRA coverage is not available for all or any part of the Benefit Period, then Employer shall pay to Employee monthly, for the period COBRA coverage is not available, the lesser of the cost of (A) other medical insurance Employee elects to obtain by the election deadline date that is required under COBRA or (B) COBRA insurance (had it been available). (v) Employee will be entitled to receive an amount equal to the full annual non-accountable expense allowance ($15,000) multiplied by a fraction, the numerator of which shall be the number of full calendar months Employee was employed during the calendar year in which his employment is terminated without “just cause,” based on the date of termination under Sysorex’s group health plan separation from service, and the denominator of which shall be 12, less any amount previously paid or credited to Employee in respect of such allowance or for the type of coverage in effect expenses reimbursed (or previously incurred and reimbursable) under such plan allowance for such calendar year as of the Employee (i.e., family coverage) for the number date 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 planseparation from service.

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. 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 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) 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 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) 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. (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.