Termination clause samples

such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure, available to Indemnitee without undue effort or expense and reasonably necessary to such determination.Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

2.TERMINATION. Effective as of the Termination Date, the License Agreement, including any and all rights and obligations of both Parties thereunder, are hereby terminated, except as provided in the following Sections of the License Agreement: Section1 (Definitions); Article7 (Confidentiality) (except for Section7.4, and except that Wyeth shall have no rights pursuant to Section7.2.2 other than in accordance with Section4.2 of this Termination Agreement), Article10 (Liability, Indemnification and Insurance), Article11 (Dispute Resolution) and Section12 (Miscellaneous) (except for Section12.4; provided that any and all notices delivered following the Termination Date shall hereinafter be governed by the notice procedures set forth in Section6.4 of this Termination Agreement). Each of the Parties hereby acknowledges and confirms that the aforementioned Sections of the License Agreement shall survive this Termination Agreement. Notwithstanding anything to the contrary in this Termination Agreement or the License Agreement, (a) the terms of this Termination Agreement shall be deemed the Confidential Information of both Parties; (b) [* * *]. The Parties hereby acknowledge and agree that [* * *]. Should CATALYST elect to utilize a contract manufacturer other than CMC Biologics, Inc. at any time, [* * *].

Amendment and Termination. The Long-Term Incentive Plan will expire ten years after the date that it was approved by our shareholders and no awards may be granted thereunder after the expiration date. The Committee may, at any time, alter the Long-Term Incentive Plan or the terms of any Award; provided, however, that no alteration to the benefit of a participant or potential participants will be made to the provisions relating to the individual limits on participation, the overall limits on the issue of ordinary shares or transfer of treasury shares, the overall limit on the number of ordinary shares which may be subject to Awards or the foregoing restrictions without approval of our ordinary shareholders. Minor alterations to benefit the administration of the Long-Term Incentive Plan, to take into account changes in law or obtain or maintain favorable tax treatment, exchange control or regulatory treatment for participants or us and our affiliates or alterations to performance conditions are not subject to shareholder approval. Alterations to the disadvantage of participants (other than changes to performance conditions) may not be made unless all participants have the opportunity to approve the change and the change is approved by a majority of the participants. Although performance conditions can generally be altered by the Committee, we have undertaken to consult with our major shareholders prior to altering any performance conditions existing as of January18, 2008.

British Sugar shall wind down the Facility in accordance with clause 18.6. Payable for BRM that meets the BRM Specification which is Produced and available for collection up to the effective date of termination, provided that it can still be used and sold. Payable for BRM which is Produced and available for collection up to the effective date of termination. Payable until the effective date of termination. Payable until the effective date of termination. As set out in relation to 22.3 above as if British Sugar affected by Force Majeure. As set out in relation to 22.3 above as if British Sugar affected by Force Majeure. 18.3.2 - Insolvency of British Sugar As set out above in relation to 18.3.1. As set out above in relation to 18.3.1. As set out above in relation to 18.3.1. As set out above in relation to 18.3.1. As set out above in relation to 18.3.1. As set out above in relation to 18.3.1. As set out above in relation to 18.3.1. 18.3.3 - After Year 3 without cause As set out in relation to 18.2.3 above. As set out in relation to 18.2.3 above. As set out in relation to 18.2.3 above. As set out in relation to 18.2.3 above. As set out in relation to 18.2.3 above. As set out in relation to 18.2.3 above. As set out in relation to 18.2.3 above. 18.3.4(a) - No Regulatory Approval obtained by longstop date As set out above in relation to 18.2.4(a). As set out above in relation to 18.2.4(a). As set out above in relation to 18.2.4(a). As set out above in relation to 18.2.4(a). As set out above in relation to 18.2.4(a). As set out above in relation to 18.2.4(a). As set out above in relation to 18.2.4(a).

4.10Expenses In Concluding This Mutual Termination. Except as otherwise expressly provided in this Termination Agreement, each Party will pay the fees and expenses of its respective lawyers and other advisors and all other expenses and costs incurred by such Party incidental to the negotiation, preparation, execution and delivery of this Termination Agreement.

4.13Authority to Enter this Mutual Termination. Each Party hereby covenants and represents to the other Party that it has full right and authority to enter into this Termination Agreement without the consent or approval of any Third Party.

11.Termination for Disability.If, during the Employment Period, as a result of the Executive’s disability due to physical or mental illness or injury (regardless of whether such illness or injury is job‑related), the Executive shall have been absent from the Executive’s duties hereunder on a full‑time basis for a period of 182 days and, within thirty days after the Company notifies the Executive in writing that it intends to terminate the Executive’s employment (which notice shall not constitute the Notice of Termination contemplated below), the Executive shall not have returned to the performance of the Executive’s duties hereunder on a full‑time basis, then the Company may terminate the Executive’s employment for purposes of this Agreement pursuant to a Notice of Termination. If the Executive’s employment is terminated on account of the Executive’s disability in accordance with this Section, then the Executive shall receive Accrued Benefits in accordance with Section 8(a) and shall remain eligible for all benefits provided by any disability programs of the Employer in effect with respect to the Executive at the time the Company sends notice to the Executive of its intent to terminate pursuant to this Section.

provided that (A) any such event occurs following the Effective Date or (B) in the case of any event described in clauses (ii), (iii), (iv) or (v) above, such event occurs on or prior to the Effective Date under circumstances described in clause(iii)(B)(1) or (iii)(B)(2) of the definition of “Effective Date.”In the event of a dispute regarding whether the Executive terminated the Executive’s employment for “Good Reason” in accordance with this Agreement, no claim by the Company that such termination does not constitute a Covered Termination shall be given effect unless the Company establishes by clear and convincing evidence that such termination does not constitute a Covered Termination.Any election by the Executive to terminate the Executive’s employment for Good Reason shall not be deemed a voluntary termination of employment by the Executive for purposes of any other employee benefit or other plan.

(n)Notice of Termination.The term “Notice of Termination” means a written notice as contemplated by Section12.

(i)Covered Termination.The term “Covered Termination” means any termination of the Executive’s employment during the Employment Period where the Termination Date or the date Notice of Termination is delivered is any date on or prior to the end of the Employment Period.

Upon the termination of employment or termination of an outside director’s service from the Board of Directors for any reason other than death, disability, a change in control, or termination for cause, in each case as defined in the 2007 Stock Option Plan, an optionee’s stock options will be exercisable only as to those shares that were immediately exercisable by such individual at the date of termination and only for a period of three (3) months following termination. In the event of termination for cause all rights under the participant’s stock options shall expire upon termination. Upon termination of employment or from service on the Board of Directors, due to death, disability or following a change in control, all stock options, whether or not exercisable at such time, will be exercisable for a period of one (1) year following the date of termination of employment or board service. In certain circumstances, incentive stock options will cease to be treated as such if exercised more than three months after the optionee ceases to perform services for Esquire Bank. The maximum number of shares that may be subject to all awards granted to any one employee of Esquire Bank is 67,500. The maximum aggregate number of shares that may be awarded pursuant to the exercise of incentive stock options is 67,500.

(iii)Consequences of Termination. If and when a Termination for Good Reason by Executive of his own employment under this paragraph (b) becomes effective, the Bank (i) shall pay to Executive the cash payment specified in paragraph (c) of this Section 4, below, and (ii) shall provide and pay to Executive the continuing post-termination benefits and payments specified in paragraph (d) of this Section 4, below. The Termination Date of such termination shall be the proposed Termination Date set forth in Executive’s notice of Termination, unless prior to such date the parties shall mutually agree in writing (a) that there will not be any such termination of Executive’s employment under this Section 4(b), or (b) that such termination will take place but as of some other date that is earlier or later than such proposed Termination Date, in which event such other date will become the actual Termination Date.

Section 5.05. Effect of Termination. Upon the termination of any Service pursuant to this Agreement, Service Provider shall have no further obligation to provide the terminated Service, and Service Recipient shall have no obligation to pay any future Charges relating to such Service; provided, however, that Service Recipient shall remain obligated to Service Provider for (a) the Charges owed and payable in respect of Services provided prior to the effective date of termination for such Service, and (b) any applicable Termination Charges (which, in the case of clause (b), shall not be payable in the event that Service Recipient terminates any Service pursuant to Section 5.03(a)(ii)); provided, further, that, any Termination Charges relating to fixed costs in respect of any terminated Service shall be due at the time such Service is terminated. In connection with the termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination, and in connection with a termination of this Agreement, Article I, this Article V, Article VII and Article VIII, all confidentiality obligations under this Agreement and Liability for all due and unpaid Charges, and Termination Charges shall continue to survive indefinitely.

b. Termination. This Plan will terminate on the tenth anniversary of the Effective Date. Awards outstanding as of such date shall not be affected or impaired by the termination of this Plan.

iii. Committee Determination. Without limiting the generality of Section 2, the Committee shall make all determinations required pursuant to this Section 14(i) in its sole and absolute discretion, and such determinations shall be conclusive and binding on all Persons. Notwithstanding any provision of Section 14(i)(i) to the contrary, the Committee has sole and absolute discretion not to require a Participant to pay all or any portion of a Forfeiture Amount, and its determination not to require any Participant to pay all or any portion of a Forfeiture Amount with respect to any particular act by any particular Participant shall not in any way reduce or eliminate the Committee’s authority to require payment of a Forfeiture Amount with respect to any other act or other Participant.

4.2 If the Accounting Firm determines that aggregate Plan Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section4 shall be binding upon the Company and the Participant and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Plan Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Plan (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Plan Payments and benefits that have a Parachute Value in the following order: Section 3.1(c), Section 3.1(d), Section 3.1(e), Section 3.1(b), Section 3.1(a)(ii), and Section 3.1(a)(iii), in each case, beginning with payments or benefits that do not constitute non-qualified deferred compensation and reducing payments or benefits in reverse chronological order beginning with those that are to be paid or provided the farthest in time from the Date of Termination, based on the Accounting Firm’s determination. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company.

treatment and, therefore, are forfeited upon voluntary termination. In the event of an involuntary termination not for cause, vesting will accelerate on any unvested portion of the RSUs granted to Mr. Eubanks to offset the value of compensation forfeited upon his departure from his former employer.

While we believe our current valuation allowance is sufficient, we assess the need for an adjustment to the valuation allowance on a quarterly basis. The assessment is based on our estimates of future sources of taxable income for the jurisdictions in which we operate and the periods over which our deferred tax assets will be realizable. In the event we determine that we will be able to realize all or part of our net deferred tax assets in the future, the valuation allowance will be reversed in the period in which we make such determination. The release of a valuation allowance against deferred tax assets may cause greater volatility in the effective tax rate in the periods in which it is reversed.

Amendment; termination. Our Board of Directors or our compensation committee has the authority to amend, alter, suspend, or terminate our 2019 Plan provided such action does not materially impair the rights of any participant, subject to certain exceptions in accordance with the terms of our 2019 Plan. Our ability to grant incentive stock options under the 2019 Plan and the automatic increase in shares under the 2019 Plan will expire in 2029. The 2019 Plan will not expire until terminated by our Board of Directors or our compensation committee.

Amendment; termination. The administrator will have the authority to amend, suspend, or terminate our ESPP, subject to certain exceptions described in our ESPP. Our ESPP automatically will terminate in 2039, unless we terminate it sooner.

Amendment; termination.Subject to the terms of our 2010 Plan, our Board of Directors may terminate, amend or modify our 2010 Plan or any portion thereof at any time, although certain amendments require stockholder approval. As noted above, no further awards will be granted under our 2010 Plan after it is terminated in connection with this offering. However, all awards outstanding under our 2010 Plan will continue to be governed by their existing terms following termination of the 2010 Plan.

(b) Upon written request by Indemnitee for indemnification pursuant to Section10(a), a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case (i)if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (ii)if a Change in Control shall not have occurred, (A)by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (B)by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (C)if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (D)if so directed by the Company’s board of directors, by the stockholders of the Company. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty days after such determination. Indemnitee shall cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company, to the extent permitted by applicable law.

(b) Neither (i)the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii)an actual determination by the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event that a determination shall have been made pursuant to Section10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section12, the Company shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, by clear and convincing evidence.

(a) Amendment and Termination. The Board or Compensation Committee of the Board may amend, alter, suspend or terminate the Plan.

refunded any price paid for such Shares and will have no further rights under this Agreement. The Participant appoints the Escrow Holder with full power of substitution (as the Participant’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of the Participant) to take any action and execute all documents and instruments, including stock powers necessary to transfer the certificate(s) evidencing such unvested Shares of Restricted Stock to the Company upon such termination. The date of the Participant’s termination as a Service Provider is detailed in Section3(c) of the Plan.

(a) Amendment, Suspension, or Termination. The Board or the Committee, in its sole discretion, may amend or terminate the Plan, or any part thereof, at any time and for any reason. The amendment, suspension or termination of the Plan will not, without the consent of the Participant, alter or impair any rights or obligations under any Actual Award theretofore earned by such Participant. No award may be granted during any period of suspension or after termination of the Plan.

2. Policy Benefits: An Eligible Employee will be eligible to receive the payments and benefits under this Policy and his or her Participation Agreement upon his or her Qualified Termination. The amount and terms of any Equity Vesting, Salary Severance, Bonus Severance, and COBRA Benefit that an Eligible Employee may receive upon his or her Qualified Termination will be set forth in his or her Participation Agreement. All benefits under this Policy will be subject to the Eligible Employee’s compliance with the Release Requirement and any timing modifications required to avoid adverse taxation under Section409A.

3. Equity Vesting: On a Qualified Termination, the applicable percentage (set forth in an Eligible Employee’s Participation Agreement) of the then-unvested shares of Company common stock subject to each of the Eligible Employee’s then-outstanding equity awards that are subject solely to time-based vesting requirements (other than any such awards that are outstanding immediately prior to the Effective Date of this Policy) (“Time-Based Equity Awards”) will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the outstanding portion of a time-based equity award may vest and become exercisable pursuant to this provision). Any restricted stock units or similar full value awards that vest under this paragraph will be settled on the 61st day following the Eligible Employee’s Qualified Termination. For the avoidance of doubt, if an Eligible Employee’s Qualified Termination occurs prior to a Change in Control, then any unvested portion of the Eligible Employee’s outstanding Time-Based Equity Awards will remain outstanding for 3 months so that any additional benefits due on a Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Termination (provided that in no event will the terminated Eligible Employee’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). If no Change in Control occurs within 3 months after a Qualified Termination, any unvested portion of the Eligible Employee’s Time-Based Equity Awards automatically will be forfeited permanently without having vested. Any accelerated vesting of an Eligible Employee’s outstanding equity awards that are not Time-Based Equity Awards upon a Qualified Termination will be determined by the terms of the award agreements for such equity awards.

6. COBRA Benefit: On a Qualified Termination, if the Eligible Employee, and any spouse and/or dependents of the Eligible Employee (“Family Members”) has or have coverage on the date of the Eligible Employee’s Qualified Termination under a group health plan sponsored by the Company, the Company will pay the total applicable premium cost for continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), during the period of time following the Eligible Employee’s employment termination, as set forth in the Eligible Employee’s Participation Agreement, regardless of whether the Eligible Employee elects COBRA continuation coverage for Eligible Employee and his Family Members (the “COBRA Severance”). The COBRA Severance will be paid in a lump sum payment equal to the monthly COBRA premium (on an after-tax basis) that the Eligible Employee would be required to pay to continue the group health coverage in effect on the date of the Eligible Employee’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), multiplied by the number of months in the period of time set forth in the Eligible Employee’s Participation Agreement following the termination. Furthermore, for any Eligible Employee who, due to non-U.S. local law considerations, is covered by a health plan that is not subject to COBRA, the Company may (in its discretion) instead provide, or cause a subsidiary to provide, cash or continued coverage in a manner intended to replicate the benefits of this Section6 and to comply with applicable local law considerations.

10. Release: The Eligible Employee’s receipt of any severance payments or benefits upon his or her Qualified Termination under this Policy is subject to the Eligible Employee signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage the Company, non-solicit provisions, and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than the 60th day following the Eligible Employee’s Qualified Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Eligible Employee will forfeit any right to severance payments or benefits under this Policy. In no event will severance payments or benefits under the Policy be paid or provided until the Release actually becomes effective and irrevocable. Notwithstanding any other payment schedule set forth in this Policy or the Eligible Employee’s Participation Agreement, none of the severance payments and benefits payable upon such Eligible Employee’s Qualified Termination under this Policy will be paid or otherwise provided prior to the 60th day following the Eligible Employee’s Qualified Termination. Except as otherwise set forth in an Eligible Employee’s Participation Agreement or to the extent that payments are delayed under the paragraph below entitled “Section409A,” subject to satisfaction of the Release Requirement, on the first regular payroll pay day following the 60th day following the Eligible Employee’s Qualified Termination, the Company will pay or provide the Eligible Employee the severance payments and benefits that the Eligible Employee would otherwise have received under this Policy on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduled.

17. Term: Subject to the terms of this paragraph, this Policy will have a term of 5 years commencing on the Effective Date (the “Term”) unless the Board or the Compensation Committee, as applicable, decides to sooner terminate this Policy in accordance with the terms of this Policy or the affected Eligible Employee consents to an earlier termination. Any termination of this Policy by the Board or the Compensation Committee, as applicable, must be in writing and will be taken in a non-fiduciary capacity. Neither the lapse of this Policy by its terms nor the termination of this Policy by the Company will by itself constitute termination of employment or grounds for a Constructive Termination. Further, if a Change in Control occurs when there are fewer than 6 months remaining during the Term, the Term will extend automatically through the date that is 18 months following the date of the Change in Control (unless the affected Eligible Employee consents to an earlier termination). Notwithstanding the foregoing, if during the Term, an initial occurrence of an act or omission by the company constituting the grounds for “Constructive Termination” in accordance with the definition herein has occurred (the “Initial Grounds”), and the expiration date of the Cure Period (as such defined herein) with respect to such Initial Grounds could occur following the expiration of the Term, the Term will extend automatically through the date that is 30 days following the expiration of the Cure Period, but such extension of the Term will only apply with respect to the Initial Grounds.

In general, a “business combination” is defined to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder and an “interested stockholder” is any person who, together with affiliates and associates, is the owner of 15% or more of our outstanding voting stock or is our affiliate or associate and was the owner of 15% or more of our outstanding voting stock at any time within the three-year period immediately before the date of determination. Under our certificate of incorporation, an “interested stockholder” generally does not include Apollo and any affiliate thereof or their direct and indirect transferees.

6.2 Notice of Termination. The party desiring to terminate this Agreement pursuant to Section6.1 shall give written notice of such termination to the other party to this Agreement in accordance with Section7.2, specifying the provision(s) pursuant to which such termination is effective.

(c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of any series Outstanding have given any Direction under this Agreement, Certificates owned by the Company or any Affiliate thereof shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i)if any such Person owns100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded, and (ii)if any amount of Certificates of any series so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Certificates and that the pledgee is not the Company or any Affiliate thereof.

the Super Majority Lenders, the Super Majority Lenders) shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) at its sole expense (including with respect to the processing and recordation fee referred to in Section9.04(b)(ii)(B)) to replace such Non-Consenting Lender by requiring such Non- Consenting Lender to (and any such Non-Consenting Lender agrees that it shall, upon the Borrower’s request) assign its Loans and its Commitments (or, at the Borrower’s option, the Loans and Commitments under the Facility that is the subject of the proposed amendment, waiver, discharge or termination) hereunder to one or more assignees reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Bank (unless such assignee is a Lender, an Affiliate of a Lender or an Approved Fund); provided, that: (a)all Loan Obligations of the Borrower owing to such Non-Consenting Lender (including accrued Fees and any amounts due under Section2.15, 2.16 or 2.17) being replaced shall be paid in full to such Non- Consenting Lender concurrently with such assignment, (b)the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and (c)the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section9.04; provided, that if such Non-Consenting Lender does not comply with Section9.04 one Business Day after the Borrower’s request , compliance with Section9.04 shall not be required to effect such assignment.

4.4 Sun Country Termination for Convenience. Sun Country may terminate this Agreement for its convenience at any time by providing Amazon with [***] days’ prior written notice, except that Sun Country may not provide notice of its intent to terminate this Agreement during the first [***] months after the Effective Date. In the event that Sun Country terminates this Agreement for convenience, Sun Country will pay Amazon a termination fee of $[***] per Aircraft that is then subject to a Carrier Work Order. The termination fee will be paid on or before the date of termination of this Agreement, in addition to any other amounts due under this Agreement to Amazon as of the date of termination (whether or not such amounts are yet invoiced or payable), and Sun Country will have no further obligations or liabilities to Amazon under this Agreement following such termination. For clarity, any amounts due under this Agreement to Sun Country as of the date of termination (whether or not such amounts are yet invoiced or payable) will remain due. Following any termination under Section4.2 or 4.4 and payment of any related termination fees (if any), neither Party will have any further obligation under this Agreement save for such obligations which arose prior to termination and those which expressly survive termination of this Agreement.

5.3 Effect of Termination. Termination of this Agreement for any reason shall terminate Co-Brand Partner’s right to receive Compensation, provided that previously accrued and unpaid Compensation shall be reconciled and paid to the date of termination.

(e) Payments on Early Termination. If an Early Termination Date occurs, the amount, if any, payable in respect of that Early Termination Date (the “Early Termination Amount”) will be determined pursuant to this Section6(e) and will be subject to Section6(f).

(b) Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive under this Section4 (other than termination pursuant to Section4(a)(i)) shall be communicated by a written notice to the other party hereto (i)indicating the specific termination provision in this Agreement relied upon, (ii)except with respect to a termination pursuant to Section4(a)(iv) or (vi), setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii)specifying a Date of Termination as provided herein (a “Notice of Termination”). If the Company delivers a Notice of Termination under Section4(a)(ii), the Date of Termination shall be at least sixty (60)days following the date of such notice; provided, however, that such notice need not specify a Date of Termination, in which case the Date of Termination shall be determined pursuant to Section4(a)(ii). If the Company delivers a Notice of Termination under Section4(a)(iii) or 4(a)(iv), the Date of Termination shall be, in the Company’s sole discretion, the date on which the Executive receives such notice or any subsequent date selected by the Company. If the Executive delivers a Notice of Termination under Section4(a)(v) in accordance with the definition of Good Reason, the Date of Termination shall be determined in accordance with the provisions of such definition. If the Executive delivers a Notice of Termination under Section (a)(vi), the Date of Termination shall be at least sixty (60)days following the date of such notice; provided, however, in each case, that the Company may, in its sole discretion, accelerate the Date of Termination to any date that occurs following the Company’s receipt of such notice, without changing the characterization of such termination as voluntary, even if such date is prior to the date specified in such notice and without having to pay any compensation or benefits for the balance of such notice period. The failure by the Company or the Executive to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Cause or Good Reason shall not waive any right of the Company or the Executive hereunder or preclude the Company or the Executive from asserting such fact or circumstance in enforcing the Company’s or the Executive’s rights hereunder.

(b) Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive under this Section4 (other than termination pursuant to Section4(a)(i)) shall be communicated by a written notice to the other party hereto (i)indicating the specific termination provision in this Agreement relied upon, (ii)except with respect to a termination pursuant to Section4(a)(iv), setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii)specifying a Date of Termination as provided herein (a “Notice of Termination”). If the Company delivers a Notice of Termination under Section4(a)(ii), the Date of Termination shall be at least sixty (60)days following the date of such notice; provided, however, that such notice need not specify a Date of Termination, in which case the Date of Termination shall be determined pursuant to Section4(a)(ii). If the Company delivers a Notice of Termination under Section4(a)(iii) or 4(a)(iv), the Date of Termination shall be, in the Company’s sole discretion, the date on which the Executive receives such notice or any subsequent date selected by the Company. If the Executive delivers a Notice of Termination under Section (a)(v), the Date of Termination shall be at least sixty (60)days following the date of such notice: provided, however, in each case, that the Company may, in its sole discretion, accelerate the Date of Termination to any date that occurs following the Company’s receipt of such notice, without changing the characterization of such termination as voluntary, even if such date is prior to the date specified in such notice and without having to pay any compensation or benefits for the balance of such notice period. The failure by the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Cause shall not waive any right of the Company hereunder or preclude the Company from asserting such fact or circumstance in enforcing the Company’s rights hereunder.

7. Termination.The Employment Term and Executive’s employment hereunder may be terminated (i) by the Company at any time and for any reason upon Notice to Executive and (ii) by Executive upon at least 30 days’ advance Notice to the Company; provided, that in the event that the Company terminates Executive’s employment without Cause (as defined in Section 7(a)(ii)) after Executive has given advance Notice of his resignation but before the end of the notice period, Executive shall receive full payment of Base Salary, any Annual Bonus, and benefits as an active employee for the unexpired portion of such notice period.Notwithstanding any other provision of this Agreement, the provisions of this Section 7 shall exclusively govern Executive’s rights to payment of compensation, severance, employee benefits and Executive’s business expenses upon termination of employment with the Company and its affiliates.

(i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable, for a period of six consecutive months or for an aggregate of nine months in any twelve consecutive month period, to perform Executive’s duties.The period of six months shall be deemed continuous unless Executive returns to work for a period of at least 30 consecutive days during such period and performs during such period at the level and competence that existed prior to the beginning of the six-month period.Such incapacity is hereinafter referred to as “Disability”.Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company.If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third qualified independent physician which third such physician shall make such determination.The determination of Disability made by such physician in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement and any other agreement between any Company and Executive that incorporates the definition of “Disability”.

(e) Notice of Termination.Any purported termination of employment by the Company or by Executive (other than due to Executive’s death) shall be communicated by a Notice of Termination to the other party hereto in accordance with Section 8(i) hereof.For purposes of this Agreement, a “Notice of Termination” shall mean a Notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.If Executive receives a Notice of Termination from the Company pursuant to Section 7(c) of this Agreement, the Company may not thereafter assert that the termination of Executive constitutes a termination by the Company for Cause.

6.Term and Termination. (a) This Agreement will remain in force with respect to each party until the respective initial termination date listed on Schedule I and continue in force from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the vote of a majority of the Directors who are not parties to this Agreement or “interested persons” of any party to this Agreement.

(f) Notice and Effect of Termination: To preserve its termination right under this Section 15, a Party must provide written notification to the other Party within one hundred twenty (120) days after the Relationship Manager of such Party has become aware of the occurrence (or, if occurring over a period of time, the last day of such period) of the applicable termination event, following which such Party shall be deemed to have waived its rights to such termination; provided, that such notification period shall be tolled for the period of time during which the parties are involved in good faith dispute resolution with respect to the event giving rise to such right of termination. Upon termination of this Agreement pursuant to this Section 15, the Administrator shall pay Sub- Administrator its compensation due for services rendered prior to the date of termination and shall reimburse Sub-Administrator for its costs, expenses and disbursements as may be due under the Agreement as of the date of such termination, and each Party shall comply with any post- termination obligations hereunder. Any expiration or termination of this Agreement will not affect any accrued rights or liabilities of any Party as of the date thereof.

All Employee Trades must be pre-cleared by the: 1) employee’s supervisor (or designee); and 2) DB Employee Compliance. DWS U.S. Employees must not commit funds, place orders or execute transactions until written confirmation from DB Employee Compliance that the request has been approved has been received. Once approval has been provided, this approval will be good until the close of the current trading day. Approvals for PITs are good for 30 calendar days. Additional time may be granted, but Employees must contact DWS Compliance if closure of the transaction extends beyond 30 days. Failure to complete the pre-clearance process may result in cancellation of the Employee Trade and disciplinary action, including termination. Employees are responsible for all consequences resulting from cancelled employee trades that were not processed in accordance with this Code or related DB/DWS policies and procedures.

We are party to numerous joint ventures, some of which we do not control. In addition, our ability to apply our internal controls and compliance policies to these businesses is limited and can expose us to additional financial and reputational risks. We seek to take proactive steps to mitigate these concerns, including through audits and similar reviews. During one such recent audit, for example, Carrier identified certain payments, representing (based on the preliminary analysis to date) an aggregate of approximately $380 million paid to AHI-Carrier over a ten-year period for products sold in the ordinary course by that minority-owned joint venture from entities of undetermined affiliation with AHI-Carrier’s distributors and customers, predominately based in countries in the Commonwealth of Independent States. Based on the preliminary nature of the analysis to date, Carrier cannot reasonably predict that any, or what portion of, these payments may have violated applicable law. Carrier does not manage the joint venture and does not direct its treasury or related functions; however, Carrier has exercised its audit rights under the joint venture agreement and commenced an investigation of these third-party payments. This investigation is pending, and as noted above at this time, Carrier cannot reasonably predict the likelihood of a determination that any, or what portion of, these payments may have violated applicable law or reasonably estimate the possible loss or range of losses to the joint venture or to Carrier in the event of such a determination. In addition, Carrier has reported these preliminary findings to the SEC and the U.S. Department of Justice and intends to fully cooperate with their inquiries.

4.Consideration Payable to Landlord for Lease Termination. On or before the Lease Termination Date, in consideration of Landlord’s agreement to terminate the Lease early as provided herein, Tenant shall pay to Landlord as Additional Rent a sum equal to Five Million Two Hundred Eighty-Six Thousand and 00/100 Dollars ($5,286,000.00) on or before the Lease Termination Date (collectively, a "Lease Termination Fee"). The Lease Termination Fee shall be in addition to all sums due and payable pursuant to the Lease through and including the Lease Termination Date. If Tenant does not submit the Lease Termination Fee in accordance with this First Amendment, such failure shall be a Default under the Lease (without the requirement for Landlord to provide any notice to Tenant) and in addition to all other remedies that Landlord shall have with respect to Tenant’s Default, under the Lease or at law or in equity, Tenant shall be responsible for any and all damages, including incidental, indirect and consequential damages, that Landlord may suffer as a result of a breach of this First Amendment.

1. Term; Termination. The initial term of this Agreement shall expire on December 31, 2017. Either Consultant or Company may terminate this Agreement at any time, and for any reason or no reason, with or without cause, upon ten (10) days notice. Novavax may terminate this Agreement immediately (including any specific Services) if Consultant notifies Novavax, pursuant to Section 9, that he has been engaged or employed by a competitor of Novavax. Upon termination of this Agreement for any reason, Consultant shall promptly deliver to Company all Confidential Information and all copies thereof and immediately cease all use of Confidential Information.

Effect of Termination. Upon termination of Employee’s employment, or upon an earlier request of Employer, Employee shall immediately deliver to Employer all memoranda, data listings, computer programs, manuals, letters, electronic mail, notes, notebooks, specifications, reports, documents, records, devices, models or other materials, and all physical and electronic copies or reproductions thereof, that contain Confidential Business Information or Trade Secrets, which Employee may then possess or have under Employee’s control.

(d)Notice of Termination.Any termination of the Executive’s employment by the Company for Cause or for any other reason, by the Executive for Good Reason, by the Executive other than for Good Reason, or by either party for non-renewal of the Employment Period shall be communicated by written notice to the other party hereto, given in accordance with Section 13(d) of this Agreement.The failure by the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause shall not waive any right of the Company hereunder or preclude the Company from asserting such fact or circumstance in enforcing the Company’s rights hereunder.

(e)Date of Termination.For purposes of this Agreement, the term “Date of Termination” means the date the Employment Period ends.

On August 14, 2018, the Company entered into a bank credit facility with Bank of Montreal, as administrative agent, and the participating banks. The bank credit facility was subject to a borrowing base of $700.0 million which was re-determined on a semi-annual basis and upon the occurrence of certain other events. Concurrent with the closing of the Covey Park Acquisition, the bank credit facility was amended and restated to provide for a $1,575.0 million borrowing base which will be re-determined on a semi-annual basis and upon the occurrence of certain other events. The maturity date was extended to July 16, 2024.The initial committed borrowing base was set at $1,500.0 million, of which $1,250.0 million of borrowings were outstanding as of December 31, 2019. The borrowing base was reaffirmed in November 2019 during its scheduled redetermination. Borrowings under the bank credit facility are secured by substantially all of the assets of the Company and its subsidiaries and bears interest at the Company's option, at either LIBOR plus 1.75% to 2.75% or a base rate plus 0.75% to 1.75%, in each case depending on the utilization of the borrowing base. The Company also pays a commitment fee of 0.375% to 0.5% on the unused borrowing base. The bank credit facility places certain restrictions upon the Company's and its restricted subsidiaries' ability to, among other things, incur additional indebtedness, pay cash dividends, repurchase common stock, make certain loans, investments and divestitures and redeem the senior notes.The only financial covenants are the maintenance of a leverage ratio of less than 4.0 to 1.0 and an adjusted current ratio of at least 1.0 to 1.0.The financial covenants are determined starting with the financial results for the three months ended December 31, 2019.The Company was in compliance with the covenants as of December 31, 2019.

4.10Amendment, Suspension and Termination.To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator, provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall impair any rights or obligations under the Award in any material way without the prior written consent of Holder.

Amendment; Termination.Subject to the terms of the 2017, Plan, our board of directors may terminate, amend or modify the 2017 Plan or any portion thereof at any time. As noted above, upon completion of this offering, our 2017 Plan will be terminated and no further awards will be granted thereunder. All outstanding awards will continue to be governed by their existing terms.

The options are a conditional right to shares of Common Stock and can be forfeited in the case of, or affected by, Employee’s termination. This will be the case, for example, even if (1)Employee is considered to be unfairly dismissed without good cause; (2)Employee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3)Employee terminates employment due to a change of work location, duties or any other employment or contractual condition; (4)Employee terminates employment due to unilateral breach of contract of the Company or its Subsidiaries and Affiliates; or (5)Employee’s employment terminates for any other reason whatsoever, except for reasons specified in the Subscription Agreement. Consequently, upon Employee’s termination for any of the reasons set forth above, Employee may automatically lose any rights to purchase shares of Common Stock under the Plan.

17. Amendment: Subject to this Section17, the Board or the Compensation Committee may amend the Policy in writing at any time, without advance notice to any Eligible Employee or other individual and without regard to the effect of the amendment on any Eligible Employee or on any other individual. Any amendment to the Plan that (a)causes an individual to cease to be a Eligible Employee, or (b)reduces or alters to the detriment of the Eligible Employee the Severance Benefits potentially payable to the Eligible Employee (including, without limitation, imposing additional conditions or modifying the timing of payment) (an amendment described in clause (a)and/or clause (b)being an “adverse amendment or termination”), will be effective only if it is approved by the Company and communicated to the affected individual(s) in writing more than 18 months before the effective date of the adverse amendment or termination. Once a Participant has incurred a Qualified Termination, no amendment or termination of the Plan may, without that Participant’s written consent, reduce or alter to the detriment of the Participant, the Severance Benefits payable to the Participant. In addition and notwithstanding the preceding, beginning on the date that the Change in Control Period begins, the Company may not, without a Participant’s written consent, amend or terminate the Plan in any way, nor take any other action under the Plan, which (i)prevents that Eligible Employee from becoming eligible for Severance Benefits, or (ii)reduces or alters to the detriment of the Eligible Employee the Severance Benefits payable, or potentially payable, to the Eligible Employee (including, without limitation, imposing additional conditions). Any action of the Company in amending or terminating the Plan will be taken in a non-fiduciary capacity.

7. Termination. This Agreement shall terminate (i)at any time upon the written consent of the Company and the Investor, (ii)upon the withdrawal by the Company of the Registration Statement, (iii)termination of the Underwriting Agreement in accordance with its terms, or (iv)on July31, 2019 if the Closing has not occurred.

6.1 Basic Term. This option shall expire and shall not be exercisable after the expiration of the earliest of (i) the Expiration Date specified in the Notice of Stock Option Grant, (ii) three months after the date the Optionee's Service with the Company and its Subsidiaries terminates if such termination is for any reason other than death, Disability or Cause, (iii) one year after the date the Optionee's Service with the Company and its Subsidiaries terminates if such termination is a result of death or Disability, and (iv) if the Optionee's Service with the Company and its Subsidiaries terminates for Cause, all outstanding Options granted to such Optionee shall expire as of the commencement of business on the date of such termination. Outstanding Options that are not exercisable at the time of termination of employment for any reason shall expire at the close of business on the date of such termination. The Plan Administrator shall have the sole discretion to determine when this option is to expire. For any purpose under this Agreement, Service shall be deemed to continue while the Optionee is on a bona fide leave of absence, if such leave to the extent required by applicable law. To the extent applicable law does not require such a leave to be deemed to continue while the Optionee is on a bona fide leave of absence, such leave shall be deemed to continue if, and only if, expressly provided in writing by the Administrator or a duly authorized officer of the Company, Parent or Subsidiary for whom Optionee provides his or her services.

2 Employee's duties under this Agreement because of illness or physical or mental incapacity ("Disability"), and such Disability continues for a period of more than three (3) consecutive months, Company will have the right to terminate Employee's employment under this Agreement by written notification to Employee and payment to Employee of all accrued salary and incentive compensation to the extent earned, severance compensation as provided in Section 4, vested deferred compensation (other than pension plan or profit sharing plan benefits, which will be paid in accordance with the applicable plan), and all accrued vacation pay, all to the date of termination. Any determination by the Board with respect to Employee's Disability must be based on a determination of competent medical authority or authorities, a copy of which determination must be delivered to the Employee at the time it is delivered to the Board. In the event the Employee disagrees with the determination described in the previous sentence, Employee will have the right to submit to the Board a determination by a competent medical authority or authorities of Employee's own choosing to the effect that the aforesaid determination is incorrect and that Employee is capable of performing Employee's duties under this Agreement. If, upon receipt of such determination, the Board wishes to continue to seek to terminate this Agreement under the provisions of this section, the parties will submit the issue of Employee's Disability to arbitration in accordance with the provisions of this Agreement.

2.7Voluntary Termination. In the event of a Voluntary Termination, Company will immediately pay to Employee all accrued salary, all incentive compensation to the extent earned, vested deferred compensation (other than pension plan or profit sharing plan benefits, which will be paid in accordance with the applicable plan), and accrued vacation pay, all to the date of termination, but Employee will not be paid any severance compensation.

4.3Other Termination. In the event of a Voluntary Termination, Termination for Cause or Death, Employee or Employee's estate will not be entitled to any severance pay.

+ Details Name: us-gaap_RestructuringCharges Namespace Prefix: us-gaap_ Data Type: xbrli:monetaryItemType Balance Type: debit Period Type: duration X - DefinitionLiability for amount due employees, in addition to wages and any other money that employers owe employees, when their employment ends through a layoff or other termination. For example, a company may provide involuntarily terminated employees with a lump sum payment equal to one week's salary for every year of employment.