Common use of Termination Without Just Cause Clause in Contracts

Termination Without Just Cause. (a) If Company terminates Employee's employment at any time during the term of this Agreement without Just Cause (as Just Cause is defined in Section 13(a) above) or upon expiration of the Basic term or any renewal term, Company shall provide written notice of its intention to terminate hereunder, and, provided Employee adheres to the covenants set forth in Sections 7, 8, 9, and 10, timely executes a general release of claims in a form satisfactory to Company and agrees to reasonably cooperate with the Company, Company will pay Employee, by regular payroll, an amount based on his Base Salary as of the date of termination, less applicable taxes, as severance pay for the unexpired portion of the Basic Term or any renewal term but not to exceed 12 months under any circumstances (the "Severance Period"). The first payment shall be made on the first regular payday occurring after Employee's execution and delivery of the general release of claims. (b) From the date of termination until expiration of the Severance Period, and subject to Employee's fulfillment of the obligations set forth in Section 14(a) and subject to restrictions imposed under applicable tax and other laws and applicable plan provisions, Company shall pay the cost of continuing Employee's medical, dental, vision, and prescription drug benefits under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"). The benefits provided by the preceding sentence shall be secondary and supplemental to any like benefits provided by a new employer. No other employee benefits, such as retirement, pension, 401k, savings, stock options or the like, or any other benefits, shall be continued during the Severance Period. Employee shall be bound by the covenants of Sections 7, 8, 9, and 10 provided the Company is not in default under this Agreement.

Termination Without Just Cause. (a) If The Company terminates Employee's may terminate the Executive’s employment at any time during without just cause by written notice to the term Executive specifying the effective date of this Agreement without Just Cause (as Just Cause is defined in Section 13(a) above) or upon expiration termination. As of the Basic term or any renewal term, Company shall provide written notice of its intention to terminate hereunder, and, provided Employee adheres to the covenants set forth in Sections 7, 8, 9, and 10, timely executes a general release of claims in a form satisfactory to Company and agrees to reasonably cooperate with the Company, Company will pay Employee, by regular payroll, an amount based on his Base Salary as of the effective date of termination, less applicable taxesExecutive’s employment and position with the Company shall terminate, as and in lieu of any other severance benefit that would otherwise be payable to Executive: (a) The Company will pay for the unexpired portion 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 Basic Term or any renewal term but not Executive’s employment, less required tax withholding, to exceed 12 months under any circumstances (the "Severance Period"). The first payment shall be made paid on the first regular payday occurring after Employee's execution effective date of termination of employment, or within no more than five (5) working days thereafter, and delivery 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 general release of claimsExecutive’s employment in accordance with Section 2.06 above. (b) From The Company will provide the Executive with a lump sum payment equal to: (i) two and one-half (2½) times the Executive’s Base Salary, plus (ii) an amount equal to the greater of: A. Two and one-half (2½) times the highest of Executive’s 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 of 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 employment; and (ii) 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 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 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 termination until expiration 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 Severance Periodperiod 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 subject (B) any amount that becomes payable to Employee's fulfillment of Executive upon Executive’s separation from service that otherwise would be payable on or after the obligations set forth in Section 14(a) and subject to restrictions imposed under applicable tax and other laws and applicable plan provisions, Company shall pay the cost of continuing Employee's medical, dental, vision, and prescription drug benefits under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"). The benefits provided by the preceding sentence Alternate Payment Date shall be secondary and supplemental to any like benefits provided by a new employer. No other employee benefits, such as retirement, pension, 401k, savings, stock options or payable on the like, or any other benefits, shall be continued during the Severance Period. Employee shall be bound by the covenants of Sections 7, 8, 9, and 10 provided the Company is not date otherwise specified for payment in default under this Agreement.

Termination Without Just Cause. If this Agreement and the Executive’s employment is terminated by either (i) the Corporation without Just Cause pursuant to subsection 5.1(d) above or (ii) the Executive’s resignation due to Good Reason, then the following provisions shall apply: (a) If Company terminates Employee's employment at any time during the term of this Agreement without Just Cause (as Just Cause is defined in Section 13(a) above) or upon expiration of the Basic term or any renewal term, Company The Corporation shall provide written notice of its intention to terminate hereunder, and, provided Employee adheres pay to the covenants set forth in Sections 7, 8, 9, and 10, timely executes a general release of claims in a form satisfactory to Company and agrees to reasonably cooperate with the Company, Company will pay Employee, by regular payroll, Executive an amount based on his Base Salary as equal to the base salary and vacation pay earned by and payable to the Executive up to the Date of the date of terminationTermination, less applicable taxes, as severance pay for the unexpired portion of the Basic Term or any renewal term but not to exceed 12 months under any circumstances (the "Severance Period"). The first payment shall be made on the first regular payday occurring after Employee's execution and delivery of the general release of claimsstatutory deductions. (b) From The Corporation shall pay to the Executive a minimum of 50% of his target bonus (based on the achievement by the Executive and/or the Corporation of objectives established as set out in Section 4.3 above) for the then current fiscal year calculated pro rata to the Date of Termination based on the achievement of the Executive’s target goals and objectives for the then current fiscal year, less applicable statutory deductions. The Corporation shall also pay to the Executive any outstanding bonus and incentive payments owing to the Executive for the previous fiscal year, less applicable statutory deductions. (c) The Corporation shall pay to the Executive, as he may direct, a lump sum payments equal to twelve (12) months of the Executive’s base salary as of the Date of Termination, less applicable stator deductions. (d) The Corporation shall pay to the Executive, as he may direct, a lump sum payment equal to 50% of the Executive’s target bonus, less applicable statutory deductions. (e) Notwithstanding the terms of the Stock Option Plan, all options held by the Executive at the Date of Termination shall continue to vest throughout the period of twelve (12) months following the Date of Termination and expire ninety (90) days thereafter (subject to their initial term). (f) Except for all short-term and long-term disability insurance and directors’ and officers’ liability insurance (which cease immediately effective the Date of Termination, subject to continued coverage, if any, under the Corporation’s directors’ and officers’ liability insurance policies with respect to any acts, omissions or circumstances occurring or existing on or before the date of termination until expiration on which the Executive ceases to be a director and officer of the Severance PeriodCorporation), to the extend that the Corporation may do so legally and subject in compliance with its plans and policies in existence from time to Employee's fulfillment time, the Corporation shall continue the Benefits for twelve (12) months from the Date of Termination. Notwithstanding the foregoing, if the Corporation cannot continue any particular Benefit pursuant to the terms of the obligations set forth in Section 14(a) and subject to restrictions imposed under applicable tax and other laws and applicable relevant plan provisionsor policy (including, Company without limitation, all disability insurance), then the Corporation shall pay reimburse the Executive for the reasonable actual cost of continuing Employee's medical, dental, vision, and prescription drug benefits under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"). The benefits provided by the preceding sentence shall be secondary and supplemental to any like benefits provided by a new employer. No other employee replacing such Benefits with comparable benefits, such as retirement, pension, 401k, savings, stock options or the like, or any other benefits, shall be continued during the Severance Period. Employee shall be bound by the covenants of Sections 7, 8, 9, and 10 provided the Company is not in default under this Agreement.

Termination Without Just Cause. If the Executive’s employment is terminated by the Corporation without Just Cause pursuant to Section 5.1(c) herein, then the following provisions shall apply: (a) If Company terminates Employee's employment at any time during The Executive shall be eligible for an Annual Bonus pro rata for the term period up to the Date of this Agreement without Just Cause (as Just Cause is defined Termination, such bonus to be determined by the Board in Section 13(a) above) or upon expiration its sole discretion but also having regard to performance of the Basic term or any renewal term, Company shall provide written notice of its intention Corporation and the Executive up to terminate hereunder, and, provided Employee adheres such date and to the covenants set forth in Sections 7, 8, 9, and 10, timely executes a general release of claims in a form satisfactory payments made to Company and agrees to reasonably cooperate with the Company, Company will pay Employee, by regular payroll, an amount based on his Base Salary as other executives of the date of terminationCorporation, less applicable taxes, such Annual Bonus (if any) being made at the same time generally as severance pay for the unexpired portion annual bonuses are paid to other senior executives of the Basic Term or any renewal term but not to exceed 12 months under any circumstances (the "Severance Period"). The first payment shall be made on the first regular payday occurring after Employee's execution and delivery of the general release of claimsCorporation. (b) From As severance, the Corporation shall continue to pay the Executive’s Base Salary for a period equal to (6) months following the Date of Termination, plus one (1) additional month per year of the Executive’s completed employment with the Corporation, up to a maximum of twelve (12) months in the aggregate. The foregoing severance shall commence on the first payroll date after the Date of termination until expiration Termination (or, if later, on the first payroll following delivery by the Executive to the Corporation of a signed release as required by Section 5.6 below), shall be payable by way of salary continuation over the course of the Severance Period, and subject end once the severance outlined in this 5.4(b) has been fully paid. (c) Except for all short term and long term disability insurance or any other benefits or entitlements which cannot be continued by the applicable plans or policies (all of which shall cease immediately effective on the Date of Termination or on the earliest date thereafter as may be required by the minimum provisions of the ESA), the Corporation shall continue all of the benefits in which the Executive was participating as at the Date of Termination (if applicable) for the Severance Period to Employee's fulfillment the extent that the Corporation may do so legally and in compliance with the relevant plans and policies in existence from time to time; provided that, if the Corporation cannot continue any particular benefit (if applicable) pursuant to the terms of the relevant plan or policy, then the Corporation’s obligations shall be limited to the minimum requirements of the ESA. (d) The Executive shall not be required to mitigate damages by seeking other employment or otherwise. No amount provided in this Agreement shall be reduced in any respect in the event that the Executive secures or does not reasonably pursue alternative employment following the termination of the Executive’s employment with the Corporation; provided that, to the extent that the Executive substantially replaces any benefit(s) (if applicable) following the Date of Termination, the Executive shall advise the Corporation forthwith and the Corporation shall no longer be required to continue any benefit(s) (if applicable) which has been so replaced by the Executive. (e) Save and except for such minimum payments and benefits as may be required by the ESA, the payments and benefits described in this Section 5.4 are conditional on: (i) the Executive having signed and delivered to the Corporation a release as required in Section 5.6 herein; and (ii) the Executive having abided by all of the obligations set forth described in Section 14(a) and subject to restrictions imposed under applicable tax and other laws and applicable plan provisions, Company shall pay this Agreement as continuing following the cost Date of continuing Employee's medical, dental, vision, and prescription drug benefits under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"). The benefits provided by the preceding sentence shall be secondary and supplemental to any like benefits provided by a new employer. No other employee benefits, such as retirement, pension, 401k, savings, stock options or the like, or any other benefits, shall be continued during the Severance Period. Employee shall be bound by the covenants of Sections 7, 8, 9, and 10 provided the Company is not in default under this AgreementTermination.

Termination Without Just Cause. Officer's employment under this Agreement may be terminated (i) by the Company at any time "without just cause" by providing Officer with written notice, (ii) by Officer at any time within twelve (12) months following the occurrence of a Change in Control (as defined in Section 19 herein) for Good Reason (as defined in Section 19) and (iii) by Officer at anytime within twelve (12) months following the occurrence of a Change in Control for Any Reason (as defined in Section 19 herein). Officer's termination date shall be deemed the date Officer receives his written notice of termination from the Company or the date the Company receives notice from the Officer of his termination in accordance with Section 8 (ii) or 8 (iii) herein. In the event of such termination: (a) If Officer has been terminated by the Company pursuant to 8 (i) above prior to a Change of Control and subject to compliance by Officer with the provisions of Section 11 herein, the Company shall pay Officer from the termination date, for a total of one (1) year or the remaining term of this Agreement, whichever is greater, monthly during his lifetime, an amount equal to his monthly Base Salary on the termination date. If Officer has been terminated by the Company pursuant to 8 (i) above after a Change of 4 Control has occurred or the Officer terminates Employeehis employment pursuant to 8 (ii) above, the Company shall pay to Officer in one lump sum, within 30 days of the Officer's employment at any time during termination date, an amount equal to 12 months of Officer's Base Salary or Base Salary for the remaining months left in the term of this Agreement without Just Cause contract, whichever is greater, calculated using the Officer's monthly Base Salary on the termination date. If employment is terminated pursuant to 8 (as Just Cause is defined in Section 13(aiii) above) or upon expiration , the Company shall pay to officer in one lump sum within 30 days of the Basic term or any renewal term, Company shall provide written notice of its intention to terminate hereunder, and, provided Employee adheres to the covenants set forth in Sections 7, 8, 9, and 10, timely executes a general release of claims in a form satisfactory to Company and agrees to reasonably cooperate with the Company, Company will pay Employee, by regular payrollOfficer's termination date, an amount based on his equal to 12 months salary calculated using the Officer's monthly Base Salary as of the date of termination, less applicable taxes, as severance pay for the unexpired portion of the Basic Term or any renewal term but not to exceed 12 months under any circumstances (the "Severance Period"). The first payment shall be made on the first regular payday occurring after Employee's execution and delivery of the general release of claimstermination date. (b) From the date of termination until expiration Officer shall cease as of the Severance Periodtermination date his further participation in the Company's stock option plans, capital accumulation plans, bonus plans, monthly automobile allowance and subject any other benefit or compensation plan in which Officer participated or was eligible to Employee's fulfillment of the obligations participate except as set forth in Section 14(a8(c) below. The Officer's termination date shall be utilized for any vesting provisions of the plans listed above in this subparagraph (b). (c) Following termination by the Company without just cause, Officer shall be eligible to obtain COBRA health insurance coverage under the Company's health insurance plan for a period of time generally available to other participants eligible for such coverage. If the Officer elects this COBRA health insurance coverage, Officer's contribution to such coverage will continue at rates contributed by the Company's other officers as may be in effect from time to time while the Officer's COBRA health insurance coverage is in place. While life and subject disability insurance coverage cannot be provided following the Officer's termination under the terms of these group insurance plans, the Company will pay to restrictions imposed under applicable tax officer the equivalent amount of the Company's contribution to the premiums for these coverages for the remaining payment term of this contract in an amount equal to the amount contributed by the Company for these coverages for other officers of the Company in effect while Officer's coverage following termination is in place. If Officer maintains COBRA health coverage with the company upon new employment following termination from the Company, the full cost of the COBRA health insurance coverage shall be the responsibility of the Officer. In addition, upon new employment following termination from the Company, the Company's reimbursement of life and disability insurance premium contributions will also terminate. (d) No payments of Base Salary or of any other laws and applicable plan provisions, type or character shall be made to Officer after Officer becomes sixty five (65) years of age. (e) The Company shall pay be entitled to offset and reduce any payments due to Officer hereunder if the cost of continuing Employee's medical, dental, vision, Company has terminated the Officer's (f) The Company shall be entitled to offset and prescription drug benefits under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"). The benefits provided reduce any payments due to Officer hereunder by the preceding sentence shall be secondary and supplemental to any amounts of unemployment insurance, social security insurance or like benefits provided received by Officer if employment has been terminated pursuant to 8 (i) above prior to a new employer. No other employee benefits, such as retirement, pension, 401k, savings, stock options or Change of Control. (g) All payments hereunder will cease upon the like, or any other benefits, shall be continued during the Severance Period. Employee shall be bound by the covenants death of Sections 7, 8, 9, and 10 provided the Company is not in default under this AgreementOfficer.