Automatic termination clause samples

2.1 (a). Employment. The Company hereby continues to employ Executive as the Chief Development Officer of the Company, as described herein, until March31, 2017, unless the Executive’s employment is earlier terminated as provided in Section8, or unless Executive and the Company agree to extend the March31, 2017 date. March31, 2017, or any later termination date agreed-to by Executive and the Company, is referred to as the “Automatic Termination Date.” The Executive’s termination on the Automatic Termination Date (if applicable) is referred to as an “Automatic Termination.” Executive’s position shall be full time. Executive agrees to be employed by the Company in such capacity and to discharge and perform faithfully and to the best of her ability such duties and services of an executive, administrative and managerial nature consistent with her position, as applicable, as shall be specified and determined from time to time by the Board of Directors of Parent (the “Board”) or the Company’s Chief Executive Officer (the “CEO”) after consultation with Executive.

Furthermore, this Agreement may not be terminated by the Advisor, but may be terminated by a majority of the Board, including a majority of the Independent Trustees, by written notice to the Advisor (the “Termination”). This Agreement will automatically terminate, with respect to the Fund if the Advisor is provided with notice of the Fund’s intent to terminate the Investment Management Agreement by and between the Fund and the Advisor (the “Management Agreement”), and such automatic termination of this Agreement will be effective upon the date that the Advisor receives such notice (the “Automatic Termination”). For the avoidance of doubt, after any Termination or Automatic Termination, the Advisor shall maintain its right to repayment for any Expense Support Payment it has made under this Agreement. Following any Termination or Automatic Termination, the Fund agrees to pay the Advisor an amount equal to all of the Expense Support Payments it has made to the Fund within three years prior to the date of the Termination or the Automatic Termination, as applicable, and that have not been previously reimbursed by the Fund to the Advisor. Any such repayment shall be made by the Fund to the Advisor as soon as practicable after the effective date of the Termination or the Automatic Termination. For the avoidance of doubt, in the event of a Termination or an Automatic Termination, the Advisor will recoup an amount from the Fund to the extent the amount recouped does not cause the Fund’s applicable operating expenses, as a percentage of its average daily gross assets with respect to the applicable share class in the period of recoupment, to exceed the lesser of the Operational Expense Limit in effect at the time the Expense Support Payment was made in that period or the Operational Expense Limit in effect at such time the Advisor seeks recoupment. This Agreement and all rights and obligations hereunder may not be assigned without the prior written consent of the other party.

On or about December 31, 2019, the Adviser’s interest holders, James D. Oelschlager and Vanita Oelschlager, sold substantially all of their collective ownership interest in the Adviser to an ownership group led by certain members of the Adviser’s management team, as described in the enclosed Information Statement. This transaction constituted an “assignment” within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”) of the investment advisory agreement between the Manager and Oak Associates, resulting in its automatic termination. The Board approved a new investment advisory agreement between the Manager and the Adviser prior to the closing of the transaction, which took effect on or about December 31, 2019. This new investment advisory agreement is not expected to result in any material changes to the Portfolio’s investment strategies or portfolio management team.