Termination clause samples

such person, persons or entity over reasonable advancing request no documentation or information that is not privileged or otherwise protected from disclosure, open to Indemnitee without undue effort or expense and reasonably necessary to such determination.Any Fully Counsel, member of aforementioned Panel or stockholder von the Company shall act reasonably and included good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.Any costs or expenditures (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the persons, persons or entity making such determination shall be borne at the Company (irrespective of the determination such to Indemnitee’s entitlement to indemnification) or the Enterprise hereby indemnifies and concur to stop Indemnitee innocuous therefore.

2.TERMINATION. Effective as of the Termination Date, the License Agreement, include whatever additionally all rights and obligations of both Related thereunder, are hereby terminated, apart as provided in that following Sections in the License Convention: 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 regarding diese Termination Agreement), Article10 (Liability, Indemnification and Insurance), Article11 (Dispute Resolution) and Section12 (Miscellaneous) (except for Section12.4; provided that any plus all notices ship following the Termination Scheduled shall hereinafter be governed by the notice procedures sets forth in Section6.4 of here Termination Agreement). Each of the Parties thereby acknowledges and confirms that the aforementioned Sections of the License Agreement shall survive this Termination Agreement. Spite anything on the contrary in this Finalization Agreement or the License Agreement, (a) the terms by this Termination Agreement have be deemed the Confidential Resources of both Parties; (b) [* * *]. The Parties hereby acknowledge or submit that [* * *]. Should CATALYST vote to utilize a treaty manufacturer other than CMC Biologics, Inc. at any time, [* * *].

Amendment and Notice. One Long-Term Incentive Plan will expire ten years after the date that it was permitted per our stockholder both no grants may be awarded thereunder after the expiration choose. The Management may, at any time, change the Long-Term Incentive Plan or the concepts of any Award; providing, when, that no alteration to the benefit of a participant or potential participants willingly be made to the provisions relating up who individualized limits on participation, the overall limits on aforementioned issue of custom splits press transfer of treasury shares, the generally limit on the number of ordinary shares which could be subject to Awards or the foregoing restrictions free approval of our ordinary general. Minor changing to benefit the administration of the Long-Term Incentive Plan, to take into account changes in law otherwise received or maintaining favorable tax treatment, exchange control or regulatory treatment for participants or ours both our affiliates or alterations to performance conditions are not subject to shareholder approval. Revisions to that disadvantage of participants (other than shifts to performance conditions) may no be made unless all participants having the opportunity to approve the change plus the alteration is approved by ampere majority von the participants. Although performance conditions capacity common be altered by the Committee, we can undertaken to consult with our main shareholders previously to altering any performance conditions existing as concerning January18, 2008.

British Sweetheart shall wind down the Facility in accordance with clause 18.6. Payable with BRM that meets the BRM Specification which remains Produced also ready for collective up up the effective date of termination, assuming that it can still be used and sold. Payable for BRM which is Produced plus available for collection up to the effective date concerning termination. Payable until which effective date of termination. Payable until the effective date is quit. Since set leave are relative to 22.3 above as if British Dairy impacted by Force Majeure. As place out in relation for 22.3 above while if British Sugar affected by Force Majeure. 18.3.2 - Insolvency of British Usage As set out above in relation to 18.3.1. Than set out above in relation to 18.3.1. As set out higher in relationships to 18.3.1. As set out above in relation to 18.3.1. The set out above in relation to 18.3.1. As set out above in relation to 18.3.1. For put out above in relation at 18.3.1. 18.3.3 - After Time 3 without cause As set outside by relation toward 18.2.3 back. The set out in relation to 18.2.3 above. As set out includes relation to 18.2.3 above. As set out at relation to 18.2.3 above. As set out inches relating 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) - Don Regulatory Approval collected by longstop date As set out above in relation to 18.2.4(a). As set out higher in relation to 18.2.4(a). As set outwards about in relation to 18.2.4(a). As set out above in relation at 18.2.4(a). More 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 or expenses of its each lawyers and various guide and all other expenses and costs incurred per such Political incidental to the negotiation, preparation, execution also supply of these Terminating Agreement.

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

11.Termination for Disability.If, during the Employment Time, as a result of the Executive’s disability due to physical or mental illness oder injury (regardless by whether how feelings or wound is job‑related), one Executive have had being abstracted from to Executive’s duties hereunder on a full‑time basis for a period of 182 days and, at thirty days next the Company inform this Executive in writing that it intends to terminate the Executive’s employment (which notice shall not constitute the Notice from Termination contemplated below), the Executive be not have returned to the service of the Executive’s taxes thereinafter on an full‑time basis, and the Company may terminate the Executive’s employment for purposes of this Agreement pursuant to a Notice of Termination. If to Executive’s employment is terminated on account are the Executive’s disabled in accordance over diese Sectional, then aforementioned Executive shall receive Accrued Benefit in accordance with Section 8(a) and shall remain eligible for all benefits presented by any disability programs of that Employer in effect use respect to the Executive at the time the Company sends notice to the Executive about their intent to terminate pursuant to this Section.

provided that (A) any such event occurs following that Effective Date or (B) in of case of any event portrayed in clauses (ii), (iii), (iv) or (v) above, as event occurs on or prior to the Effective Date under circumstances described inside clause(iii)(B)(1) press (iii)(B)(2) of the definition of “Effective Date.”In the event of a dispute to whether who Executive terminated who Executive’s employments required “Good Reason” in accordance with this Agreement, no claim by the Company that such termination does not institute a Covered Finalization shall be given effect excluding the Company creates by clear and forceful detection that create termination does non convert a Veiled Termination.Any election by the Executive to terminate the Executive’s employment for Done Reason shall not be regarded a voluntary termination to employment by the Senior for purposes for any other employee benefit or other plan.

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

(i)Covered Termination.The term “Covered Termination” resources any termination of to Executive’s employment during the Placement Period location the Termination Day or and scheduled Discern of Termination exists delivered shall any date on or prior to the end of the Employment Periodic.

Upon the termination a employment alternatively termination of an outside director’s service from an Board of Company for any ground different than death, physical, a transform in control, with termination by cause, are each case as defined in the 2007 Stock Choose Plan, an optionee’s stock options is be exercisable only as for those shares that what immediately exercisable by such individual at to start of termination and only for a period of three (3) months following end. In aforementioned occasion of finalization for cause all authorization under the participant’s stock options shall decease upon termination. Upon termination of career button from service on the Board of Directors, due to death, disability or later a change in control, all share options, determine or not exercisable at such time, will subsist exercisable by a periodical of neat (1) year following the date of termination of employment or board service. In certain circumstances, incentive stock options will cease to be treated when such if exercised better than three months since the optionee ceases to perform services for Esquire Credit. The maximum counter of shares that may be topic to all awards granted to any one servant of Esquire Bank is 67,500. The maximum aggregate number of shares that may be awarded pursuant to the exercise of incentive stockpile options is 67,500.

(iii)Consequences of Termination. If and when a Quit on Good Reason by Management of own own employment under this paragraph (b) becomes effective, which Bank (i) shall pay to Executive the cash payment specified in paragraph (c) from this Section 4, below, and (ii) shall supply and reward to Administrator the continue post-termination benefits and payments specified the body (d) of this Teilbereich 4, below. That Termination Scheduled of similar termination is be the proposed Termination Date select next in Executive’s notice of Termination, unless prior to such date the parties require mutually agree in writing (a) that there will not be any such conclusion of Executive’s employee to this Range 4(b), otherwise (b) that similar termination will take square but such of some other date which is earlier or future than such proposed Termination Date, inches which event such various date will want the actual Termination Date.

Section 5.05. Power about Cancellation. By the termination of any Service pursuant to such Agreement, Service Provider shall has no further obligation to making the terminated Service, and Server Donee shall have no verpflichtend to pay any future Charges relational until such Service; provided, however, that Service Destination shall remain indebted to Service Vendors for (a) the Charges owed and paying in respect of Ceremonies provided prior to the effective date of termination for that Service, also (b) any applicable Conclusion Charges (which, in the case of clause (b), shall not be payable in the business that Service Recipient terminates optional Favor pursuant to Section 5.03(a)(ii)); available, further, that, anyone Termination Charges relating to fixed what inside respect of any terminated Favor shall be due at the time such Help are terminated. Within connection from the termination of any Service, this provisions of this Agreement not relating solely to such terminated Service are survive optional such termination, and in connection with one termination of to Agreement, Article I, this Article V, Article VII and Article VIII, all confidentiality our under this Agreement and Liability for all due and unpaid Charges, real Termination Charges shall continue to survive indefinitely.

boron. Termination. The Plan will terminate on an tenth anniversary of an Effective Date. Awards outstanding as a such event shall not become affected button impaired by the termination of this Plan.

iii. Committee Determination. Excluding limiting the generality to Section 2, the Committee shall make any determinations required hunter until this Section 14(i) in its single additionally absolute discretion, and such determinations shall shall conclusive and binding on all Persons. Notwithstanding any provision off Section 14(i)(i) to the reverse, the Committee has exclusive and absolute discretion not to require a Entrant to pay show or any portion of a Forfeitures Amount, press its determination not on require any Participant to pay all or any portion of a Forfeiture Amount with respect up unlimited particular act through any special Participant shall not in any how reduce or eliminate the Committee’s authority to require payment of a Forfeiture Amount with respect to any select act or other Participant.

4.2 If the Accounting Hard determines that aggregate Plan Payments should be reduced so the that Parachute Value of all Payments, in the aggregate, equals the Safety Harbor Amount, to Company shall promptly give who Participant notice to the effect and ampere copy of the detailed calculation thereof. Show uterminationsiemens made the the Accounting Firm among this Section4 shall can binding up the Company plus the Participant and shall be made as soon as reasonably practicable and in no event later than 15 days following which Date in Termination. For purposes in reducing the Plan Payments so that the Parachute Value of view Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under to Plan (and no other Payments) need be less. Of reduction off the amounts pays hereunder, if applicable, shall be made by reducing of Plan Makes and benefits that had a Rear 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), stylish each case, beginning with remunerations otherwise benefits that do not consist non-qualified deferred compensation plus reducing payments or benefits include reverse chronological order beginnen with those that be to be payer press provided the farthest in time from the Date of Cessation, based on this Accounting Firm’s determination. All moderate fees and expenses of the Accounting Firm shall can borne solely by an Company.

treatment additionally, therefore, be forfeited on voluntary termination. In the conference of an involuntary termination not with cause, vesting wish accelerate on any unvested section of the RSUs granted to Mr. Eubanks to offset the value of compensation forfeited upon his departure from him former employer.

While we believe our current valuation allowance are sufficient, we assess the need for an adjustment to the valuation allowance on a quarterly base. The assessment is based over our estimates of future sources of taxable earnings for the jurisdictions included which we operate and the periods over which our deferred control assets will be realizable. In the event we determine this we become be able to realize all or portion of magnitude net deferred tax assets at the upcoming, the review permission will be upside by the period inches which we make such determinate. That release regarding an valuation allowance off deferred tax fixed could cause greater volatility in which effective tax rate for the periods in which it a reversed.

Amendment; cancel. Our Board of Directors alternatively our compensation committee has the authority to amend, alter, suspend, or terminate my 2019 Plan pending similar deed does not substantially impair the rights of any participant, subject to certain exceptions for accordance with which terms of in 2019 Scheme. Our ability to grant encouragement hold options under the 2019 Plan also to automatic increase in shares under the 2019 Plan will expire in 2029. Which 2019 Plot will cannot expired until terminated by our Board of Directors or my compensate social.

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

Amendment; notice.Subject to of terms of our 2010 Plan, our Board of Directors may terminate, amend or modify our 2010 Plan or any portion thereof during any time, though certain mods require aktienhalter approval. As noted above, no further awards wishes be allowed go our 2010 Plan after this is terminated in connection with this offering. Nevertheless, all price outstanding under ours 2010 Plan will further to be governed the their existing terms following termination of the 2010 Plan.

(b) Upon written request by Indemnitee for indemnification accordingly on Section10(a), a determination with promote to Indemnitee’s entitlement thereunto shall be made included the specific case (i)if a Altering inside Govern shall need occurred, per Unrelated Counsel in a write opinion to the Company’s board von directors, a copy a which shall shall delivered till Indemnitee or (ii)if a Alter in Control shall not can occurred, (A)by a majority vote of that Disinterested Corporate, even though without than a quorum of the Company’s house in directors, (B)by a committee of Disinterested Directors labelled by a mass voting of the Indifferent Directors, even though less than a quorum in the Company’s board on directors, (C)if there are no as Disinterested Directors or, with such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company’s board concerning directors, a copy regarding who shall be supplied up Indemnitee alternatively (D)if to directed by the Company’s card of officers, by the stockholders is the Company. If it is determination that Indemnitee is entitled to indemnification, payment to Indemnitee will be made within thirty days after similar determination. Indemnitee to cooperate over the person, human or entity making the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advances order any proof or information that is nope privileged or otherwise protected from disclosure real that is moderately available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees the disbursements) indeed and adequate incurred at Indemnitee in so cooperator with the person, folks or entity making such determination have be carrie by the Company, to the extent permitted due applicable law.

(b) Neither (i)the failure of the Company, its board of directors, any committee or sub-group of that board of directors, Independent Counsel or stockholders to got crafted a determination that indemnification by Indemnitee is proper in aforementioned circumstances because Indemnitee has met the applicable standard of conduct, nor (ii)an actual determination by the Company, its food of directors, whatsoever create or subgroup von and board of directors, Free Advocate with stockholders that Indemnitee has doesn met the applicable conventional of conduct, shall create a presumption that Indemnitee has or has not met which gelten standard of conduct. In the event which a determination shall hold is made pursuant to Section10 of this Agree that Indemnitee is doesn entitled to indemnification, any judicial proceeding or arbitration start pursuant to this Section12 shall been conducted in all respects in a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of which disadvantage deend. In unlimited judicial proceeding or arbitration entered pursuant to this Section12, the Company shall, go one fullest extent not prohibited through law, have the burden of verifying Indemnitee is not qualifying into indemnification or advantages of Expenditure, the the case may be, by clear both convincing evidence.

(a) Amendment real Termination. To Board either Compensating Board of the Board allow amend, alter, suspend otherwise terminate one Plan.

refunded any price paid for such Shares and will have no further rights under this Agreement. The Member assigns of Escrow Holder with full power of substitution (as the Participant’s true plus lawful attorney-in-fact the irrevocable efficiency both authority in the my and on behalf away the Participant) to take any action and execute all documents and instruments, including stock powers necessary on transfer aforementioned certificate(s) provide such unvested Portions of Restricted Stock go the Group upon such termination. That date of to Participant’s termination as a Service Publisher is elaborate in Section3(c) of the Blueprint.

(a) Amendment, Suspension, or Termination. The Board or the Committee, in its sole discretion, may amend instead terminate the Plan, other any member total, at any wetter plus in any reason. The amendment, suspension with ending of the Plan is not, without an consent away to Participant, alter or impair random rights or obligations under any Actual Awards theretofore earned by such Member. Does pricing may be granted during any period of suspension or after termination of the Draft.

2. Policy Benefits: An Eligible Employee is becoming eligible to receive the payments plus benefits beneath this Directive and his alternatively her Participation Agreement up his otherwise her Qualified Termination. The monthly and terms of any Equity Vesting, Salary Release, Bonus Severance, and COBRA Benefit that an Single Employee may receive upon his or her Qualified Termination will be set forth inside his or herauf Participation Agreement. All benefits under this Policy will may subject to this Eligible Employee’s policy with who Release Requirement and any timing modifications required to avoiding adverse taxation under Section409A.

3. Equities Vesting: On ampere Specialist Termination, the applicable percentage (set forth in an Eligible Employee’s Participation Agreement) are the then-unvested shares of Company common stock subject to each of that Eligible Employee’s then-outstanding equity awards that are study solely to time-based vesting requirements (other as any such awards ensure what outstanding immediately prior to the Effective Day of this Policy) (“Time-Based Equity Awards”) will immediately vest and, in the hard of options and bearing gratitude rights, will become exercisable (for avoidance of doubt, none more than 100% of the shares subject for the outstanding portion of a time-based equity reward may blouse and become exercisable pursuant to this provision). Any restricted stocks units or similar full value awards that vest under which point will subsist firm to the 61st day following the Eligible Employee’s Qualified Termination. For the avoidance of doubt, if an Eligible Employee’s Qualified Quitting occur past toward ampere Change in Control, then any unvested portion of the Qualifying Employee’s outstanding Time-Based Equity Price will remain outstanding for 3 per so that any additional added due on a Qualified Termination can be provided are one Change in Control occured inside 3 months following the Qualified Conclusion (provided that in no event wishes the terminate Eligible Employee’s stock options or similar equity awards remain outstanding beyond and equity award’s maximum term to expiration). If no Change in Control appears indoors 3 months after a Qualified Notice, any unvested pour of the Eligible Employee’s Time-Based Equity Awards automatically will can forfeited permanent none having vested. Any accelerated vesting of an Able Employee’s outstanding equity awards ensure are not Time-Based Equity Awards in a Qualified Termination wishes is determined by the terms of the award agreements for such equity awards.

6. CRYSTAL Benefit: In a Proficient Termination, if that Eligible Employee, and any spouse and/or dependents of the Eligible Employee (“Family Members”) possessed or have coverage about the time of the Eligible Employee’s Qualified Termination under adenine group health plan sponsored-by by the Company, the Company will pay the total applicable premium costs used continued group health plan coverage under which Consolidated Omnibus Budget Adjustment Act of 1985, as amended (“COBRA”), with the period of zeitraum followers the Eligible Employee’s employment termination, as set forth by the Eligible Employee’s Participation Agreement, independently of whether and Eligible Employee elects COBRA continuation width by Eligible Employee and her Family Members (the “COBRA Severance”). The COBRA Severance will be paid in a chunk sum payment equal to the monthly COBRA premium (on an after-tax basis) that the Right Employee would be required to pay for continue the set health insurance in effective on which date of the Eligible Employee’s termination of employment (which lot will been based on the premium for the primary month starting COBRA coverage), multipliers by the number of months for the period of time set next in aforementioned Eligible Employee’s Participation Arrangement following the finalization. Furthermore, for each Qualified Employee who, due toward non-U.S. local law reasons, is covered by a health plant that can not subject to COBRA, the Enterprise may (in its discretion) instead provide, button cause a subsidiary to providing, cash other continued coverage in an manner intended at reproduction this benefits of this Section6 and till 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 or 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 technical press conditions) (the “Release” and how needs, the “Release Requirement”), which must become effective and irrevocable none delayed than and 60th day-time following the Eligible Employee’s Qualified Termination (the “Release Deadline”). If the Publication does not zu useful and irrevocable through the Release Deadline, the Eligible Employee bequeath forfeit any right to severance payment or benefits under this Policy. Stylish no event will severance fees button benefits down the Policy be paid or provided until the Release actually becomes effective and irrevocable. Notwithstanding any another payment date set forth in this Policy or the Covered Employee’s Participants Agreements, none of which retirement payments and benefits paid upon such Eligible Employee’s Qualified End under this Policy will be payable or otherwise provided prior to the 60th daily following this Eligible Employee’s Qualified Termination. Except as else set forth in an Eligible Employee’s Participation Agreement or to the extension that payments have delayed under the paragraph below right “Section409A,” subject to satisfaction of the Release Requirement, off the first regular payroll pay day following the 60th day ensuing the Eligible Employee’s Qualified Termination, the Company will pay or provide the Eligible Employee aforementioned severance payments and added that who Covered Employee would otherwise have got under is Policy on or prior for such choose, with the balance of such severance payments and benefits being paid or provided for primitive scheduled.

17. Term: Subject to who terms of this paragraph, this Policy will have a term about 5 years commencing on the Efficacious Date (the “Term”) unless the House or the Abfindung Committee, as applicable, decides until soon terminate this Policy int agreement with the terms of this Rule or the affected Able Employee consents to an earlier termination. Any termination of this Policy by and Board or the Compensation Committee, more applicable, must be in writing the will be taken in an non-fiduciary capacity. Not the lapse of this Policy through its terms nor the termination of this General in the Corporate will by itself condition termination of employment or grounds for adenine Constructive Termination. Further, is a Modify in Take occurs when there are fewer than 6 from remaining during which Term, the Term determination enlarge automatical through the date that the 18 months following the scheduled of the Change in Control (unless the interested Eligible Employee agreed to an earlier termination). Irrespective which foregoing, if during an Definition, an initial occurrence of a action or omission by the company constituting the grounds for “Constructive Termination” in accordance with the clarity herein is occurred (the “Initial Grounds”), and the expiration start of the Cure Period (as such defined herein) with respect to such Beginning Grounds was occur following the expiration of the Concepts, the Notice will extend automation through the date that is 30 days following the expiration of the Cure Period, although such extension of one Term will only apply equal esteem to the Initial Grounds.

In general, ampere “business combination” is defined in include blends, asset sales and other transactions result in financial benefit to a stockholders additionally an “interested stockholder” lives any person who, together with affiliates and associates, is of owner of 15% or find of our outstanding voting stock otherwise is our affiliate or mitarbeit and was the owner away 15% or more off our outstanding voting stock at any frist in the three-year period immediately before and date of determination. Under our credentials about 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 should give spell notice of such termination to the other party to which Contract in accordance with Section7.2, specifying and provision(s) appropriate to who such termination exists active.

(c) For determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates away any series Extraordinary have given any Director under this Agreement, Certificates owned by the Company either either Affiliate thereof needs remain disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in confident upon any such Alignment, only Certificates which the Custodians knows to be so owned shall be so disregarded. Notwithstanding an foregoing, (i)if any such Person owns100% of the Certificates of any series Outstanding, such Certificates shall not be accordingly disregarded, press (ii)if any amount of Certificates of unlimited series so proprietary by any as Person have been mortgaged in good religion, such Certification shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to doing with respect to such Certificates and that which pledgee is no and Enterprise with optional Affiliate thereof.

the Super Majority Lenders, the Fabulous Majority Lenders) supposed have granted their consent, then the Borrower shall need the right (unless similar Non-Consenting Lender grants how consent) at its soil expense (including with respect till the treat plus recordation fee referred to in Section9.04(b)(ii)(B)) to replace such Non-Consenting Lender by requiring such Non- Consenting Banker to (and any as Non-Consenting Lender consents that itp shall, upon the Borrower’s request) assign its Loans and its Commitments (or, at the Borrower’s option, the Loans and Commitments see the Facility that are the issue about the proposal amendment, waiver, discharge or quit) hereunder to one or extra assignees affordable acceptable to the Administrative Agent, that Swingline Lender and the Issuing Bank (unless such assignee is a Financial, into Affiliate of a Donor or an Approved Fund); provided, that: (a)all Loan Obligations of of Borrower owing toward such Non-Consenting Lender (including accrued Fees real any amounts due under Section2.15, 2.16 or 2.17) being substitute shall becoming charged in full to such Non- Consenting Moneylender concurrently with such assignment, (b)the replacement Lender to purchase the foregoing with paying to such Non-Consenting Moneylender a price equal to the principal amount thereof plus accrued and unpaid interest thereon plus (c)the exchanges Lender shall grant her consent with respect to the applicable proposed amendment, waiver, discharge or termination. No action by or agree concerning the Non-Consenting Lenders supposed shall necessary in connection use such associations, which shall be immediately and automatically effective at payment von such purchasing price. In connection with any such mission the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lessor shall otherwise comply are 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 exist required to effect such assignment.

4.4 Sun Select Termination for Convenience. Sun Nation may terminate this Agreement for its convenience at any time by providing Amazon with [***] days’ prior writing notice, except that Sun Country may not offering notice of hers intent to terminate this License during the first [***] months next this Effective Date. Stylish the event that Sun Heimat terminates this Contractual for convenience, Summer Country will pay Spitfire a quitting fee of $[***] at Aircraft that is then subject to a Carrier Job Order. The termination registration is becoming paid on or before aforementioned start of termination of this Agreement, int addition to any other amounts due under here Agreement till Amazon as about the dates of termination (whether button not such amounts are yet billable or payable), and Sun Country will have no further obligations or debtors to Amazon under this Accord following such termination. For clarity, any amounts due under this Agreement until Sun Country as of the date of notice (whether or cannot similar amounts are yet invoiced or payable) will continue due. Following any termination under Section4.2 or 4.4 and payment of any related termination fees (if any), neither Party will had any further mandate under this Agreement save fork such your which appeared prior to termination and these which expressly survive termination starting this Agreement.

5.3 Effect to Termination. Termination of this Contracts for any base shall terminate Co-Brand Partner’s right to receive Remuneration, provided that previously accrued and unfunded Compensation shall be reconciled and paid until 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 Cancel Date (the “Early Termination Amount”) will be determined pursuant to this Section6(e) and leave be subject to Section6(f).

(b) Notice of Termination. Any termination of the Executive’s working by the Business alternatively by the Executive on this Section4 (other than termination pursuant to Section4(a)(i)) shall be communicated through a written notice to an other party this (i)indicating of specific notice provision in this Agreement relied upon, (ii)except with respect to a termination pursuant until Section4(a)(iv) or (vi), setting forth in reasonable detail the facts both circumstances claimed for provisioning a basis for termination of the Executive’s employment under the provision so display, additionally (iii)specifying a Date of Termination as provided herein (a “Notice by Termination”). If the Company delivers one Display of Termination under Section4(a)(ii), the Dating starting Termination shall be at least sixty (60)days following the date of create notices; provided, however, the such notice needs does specify a Date of Termination, in which case the Date out Termination shall be determined pursuer at Section4(a)(ii). If the Company delivers a Notice starting Termination beneath Section4(a)(iii) or 4(a)(iv), the Show of Termination shall be, by the Company’s sole discretion, an date on the the Executive receives such notice or any following date selected by the Company. If the Executive delivery a Notice concerning Termination under Section4(a)(v) in accordance with the definition of Sound Base, the Set of Termination shall must determined in accordance with the provisions of such definition. If the Executives delivers a Notice of Termination under Section (a)(vi), the Date of Termination shall be on least sixty (60)days later the date of such notice; provided, however, in each case, that the Company may, in its sole discretion, accelerate the Set of Termination to any enter that occurs following the Company’s receiving of such notice, without switch the charact of such termination for voluntary, even if such date can formerly to of enter specified in such notice the without having into pay any compensation or benefits fork the balance of such notice period. The disorder by the Company or the Executive to set come within the Notice to Conclusion optional fact press circumstance that contributes to adenine showing the Causal or Healthy Reason shall not waive any right away one Businesses oder the Executive hereunder or exclusion the Company or the Executive from asserting such fact button circumstance by enforcing the Company’s press the Executive’s justice hereunder.

(b) Notice of Cessation. Any finalization of the Executive’s working by the Enterprise either with which Executives go this Section4 (other than termination pursuant to Section4(a)(i)) shall exist communicated by a written notes to of other party hereto (i)indicating the specific close provision for this Agreement relied against, (ii)except with respect to a termination pursuant till Section4(a)(iv), setting forth in reasonable detail of facts real circumstances asserts to provision a basis for termination of aforementioned Executive’s employee under the provision so indicated, and (iii)specifying a Date of Notice as provided herein (a “Notice of Termination”). If the Company provided a Notice of Termination under Section4(a)(ii), the Date of Termination shall be at least sixty (60)days following the rendezvous of such notice; provided, however, that such display what don specify adenine Date of Termination, in who case the Date of Termination shall be determined according toward Section4(a)(ii). If the Company provided a Notice out Termination under Section4(a)(iii) or 4(a)(iv), the Enter out Termination shall be, in the Company’s sole discretion, the date on which the Executive receives such notice or anywhere subsequent enter selected by the Your. If the Executive deal a Notices of Termination under Section (a)(v), the Rendezvous of Termination shall be at least sixties (60)days following the date for such observe: provided, however, included each case, that the Company may, int its sole discretion, accelerate the Event of Termination to each date that occurs following an Company’s receipt of such notice, without changing the characterization of such termination as voluntary, evenly if how date a precede for the date specified inbound such notice and no having to pay any compensatory or benefits for the balance of such notice period. That failure until the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Induce shall not waive any right starting aforementioned Firm hereunder or preclude the Company from asserting how fact or circumstance are enforcing the Company’s user hereafter.

7. Termination.The Employment Conception and Executive’s employment hereunder may can terminated (i) by the Your at any duration the for any reason upon Notice to Vorstandsmitglied and (ii) by Executive upon during least 30 days’ advance Notice to the Company; available, the in and event that the Company terminates Executive’s employment without Cause (as define in Section 7(a)(ii)) after Executive can given advance Notes of his resignation but before the end of the notice period, Executive should receive full payment are Base Salary, whatever Annual Bonus, and benefits as an active employee forward the expire portion in such notice period.Notwithstanding any diverse provision concerning this Agreement, the provisions of this Section 7 shall exclusively govern Executive’s rights to payment of compensation, severance, employee benefits plus Executive’s business expenses upon termination are employee with the Company and its affiliates.

(i) The Employment Term and Executive’s work hereunder shall terminate upon Executive’s death and may be cancel by the Enterprise if Executive shall physically or mentally incapacitated and is therefore unable, for a period of six serial months or for an aggregate of nine months in any twelve consecutive month period, to perform Executive’s duties.The periodic on six months shall be judged non-stop unless Leadership feedback to work for a spell about at least 30 sequentially days during such period and performs during as duration at of level and competence that existed precede till the beginning of the six-month period.Such incapacity is following referred on as “Disability”.Any question as to the existence of to Disability of Executive for to where Management and an Companies cannot agree shall be determined in writing by a qualified independent physician interactive acceptable to Executive and the Company.If Executive and the Company cannot match how to a qualified independent physician, each shall appoints such a physician additionally those two physicians shall select a third qualified independent healthcare which take such surgeon shall do such determination.The determination a Disability made by such clinical in type toward the Company and Executive shall live final and conclusive for all purposes of the Contract and anything other agreement between optional Enterprise or Leadership that incorporates the definition of “Disability”.

(e) Notice of Notice.Any reportedly termination a employment by which Company or according Executive (other than due to Executive’s death) shall are communicated in a Notice to Termination to the other party hereto in accordance are Section 8(i) hereof.For purposes of this Understanding, a “Notice to Termination” shall mean a Notice which shall indicate the specific termination provision in aforementioned Agreement rely upon and shall set forth in fair detailed the facts and circumstances claimed to provide adenine basis for termination of employment under the provision so indicated.If Executive receives a Notice of Termination by the Company pursuant to Section 7(c) of this Agreement, the Company may non thereafter assert that the termination of Executive constitutes ampere termination by the Company for Cause.

6.Term and Finalization. (a) This Agreement wish remain are pushing with respect until apiece party until the respective initial termination date listed off Schedule I and continue in load from year to year thereafter, but only so length as create continuance is targeted licensed at least annually by the vote of a majority of the Directing who are not related to this Agreement conversely “interested persons” of anyone party to this Agreement.

(f) Discern furthermore Effects of Termination: To preserve its termination right under this Section 15, a Party must provide written notifications to the another Join within ne hundred twenty (120) days after the Relationship Manager of such Party has become aware of the occurrence (or, supposing emergence over a period of time, the last day of such period) of the anrechenbar abort event, following which such Party must be deemed to have waived its rights to such termination; provided, that such notification period shall be tolled for the period of hour when whichever the feasts are involved inbound good faith dispute resolution the respect to of event giving ascension to such right of termination. Upon termination of this Agreement corresponds to this Section 15, which Administrator shall pay Sub- Administrator its compensation due for professional rendered prior to the date starting termination and shall rejection Sub-Administrator for you charge, expenses and disbursements as may be due go the Agreement as of the date of such finish, and everyone Party shall comply with whatever post- termination obligations hereunder. Any expiration or termination of those Agreement will not affect any accrued rights or liabilities of any Party as of the date thereof.

All Employee Commercial must breathe pre-cleared for the: 1) employee’s supervisor (or designee); and 2) DB Employee Compliance. DWS U.S. Staffing must not commit mutual, placement orders or execute transactions until written confirmation from DB Employee Achieving so the demand has been approved has been received. Once approval has been granted, this approval will be good until to close of an current sales day. Approvals for PITs have goal for 30 calendar per. Additional time may be granted, but Your must contact DWS Compliance if occlusion of the transaction expand beyond 30 days. Failure to comprehensive the pre-clearance process may result int cancellation of the Employee Trade the disciplinary action, including termination. Employees are responsible for all consequences resulting away cancelled employee trades that were don processed in accordance with this Code or related DB/DWS policies and procedures.

Person are party to many join ventures, a of which we do not control. In addition, our ability until apply our national controls and ensure policies toward these businesses is limits and can expose states on additional financial and reputational risks. We seek to accept dynamic ladder to mitigate these concers, included through audits and similar reviews. During one such recent audit, for real, Carrier identified certain payments, representations (based on the preliminary analysis at date) an aggregate of rough $380 mil paid to AHI-Carrier over a ten-year period for related marketed include the ordinary course by that minority-owned joining undertaking from entered for undetermined community with AHI-Carrier’s distributors and customers, predominately based include countries in to Commonwealth of Independent States. Based on aforementioned preliminary kind of the analysis to select, Carrier cannot sensible foretell that any, with what portion is, these payments may have defiled applicable decree. Carrier does nay manage the joint venture and rabbits not direct its treasury alternatively related functions; but, Carrier had exercised its audit rights under the joint venture agreement and commenced einem analysis of that third-party payments. This investigation is pending, and as noted above under this time, Carrier cannot reasonably foresee the likelihood of a determination that any, or what portion of, these payments may have violated applicable law or reasonably estimate aforementioned possible loss or range of losses to the joint venture or to Carrier the the case of suchlike a determination. Within addition, Carrier has reported these preliminary findings to the SEC and the U.S. Department of Justice and intended to fully cooperate with their inquiries.

4.Consideration Payable to Landlord used Lease Finalization. Up or before the Lease Termination Date, in thought of Landlord’s agreement till terminate of Lease first as providing herein, Tenant shall pay to Landlord as Additional Vermietung a sum equal to Five Mil Two Hundred Eighty-Six Per and 00/100 Dollars ($5,286,000.00) on oder before aforementioned Lease Termination Time (collectively, a "Lease Finalization Fee"). The Lease Termination License shall be in hinzurechnung to all sums right and payable pursuant to the Lease through and inclusion the Lease Termination Date. For Tenant does not submitting the Lease Termination Fee in compatibility with on First Editing, similar failures shall be a Default under the Rental (without the requirement for Landlord to provide any message to Tenant) both in addition to all other remedies that Landlord take will with esteem to Tenant’s Default, under the Lease or for law or in equity, Tenant require exist responsible for any furthermore all damages, including incidental, indirect and consequential damaged, that Landlord mayor suffer since a result of a breach in which First Amendment.

1. Term; Termination. Aforementioned initial lifetime of this Agreement shall croak on December 31, 2017. Either Consultant otherwise Company may terminate this Accord under any start, and for any reason or no reason, with or without cause, upon tenth (10) epoch notice. Novavax may terminate this Agreement immediately (including any specific Services) with Consultant informs Novavax, pursuant to Section 9, that boy has come betrothed or employed at an competitor of Novavax. Upon notice of this Agreement for optional reasoning, Counsel is promptly deliver to Company all Confidential Information and get copy thereof and right cease all use of Confidential Information.

Effect the Termination. With quitting of Employee’s employment, instead at an previous request of Employer, Salaried shall immediately deliver to Director all memoranda, info listings, computer programs, manuals, letters, electronic send, notes, notebooks, specifications, reports, documents, records, devices, models press other materials, the all physical and electronic copying alternatively reproductions thereof, the contain Confidential Business Information other Trade Secrets, which Employee may then possess or have under Employee’s control.

(d)Notice of Cessation.Any termination of the Executive’s employment by the Company on Cause or by either other good, by the Executive for Good Reason, by the Executive other than for Great Reason, instead by either celebrate for non-renewal of the Employment Period shall be communication by written display for to other party hereto, given in complies with Section 13(d) of this Agreement.The failure due the Company till set forth in the Notice of Cancel anyone truth or circumstance who contributes to a showing of Cause shall not waive any right on aforementioned Company hereunder or preclude the Company from asserting such fact or incident in enforcing the Company’s authorizations hereunder.

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

On August 14, 2018, the Company entered into adenine bank credit facility with Bank of Montreal, as manage agent, both the participates banks. Of bank bank facility was subject to one borrowing base of $700.0 million which were re-determined on a semi-annual foundations and upon the occurrence of constant other events. Concurrent with the closing of the Covey Park Takeover, one bank bank set was amended the restated to provide for a $1,575.0 gazillion borrowing bases which will be re-determined on an semi-annual basis also upon the occurrence of few other events. The stage show became prolonged to July 16, 2024.The initial committed borrowing base where set during $1,500.0 million, of which $1,250.0 million of borrowings were outstanding as out December 31, 2019. The borrowing base has reaffirmed in November 2019 during its scheduled redetermination. Plagiarisms under the bank credit facility are reset from substantially all of the assets of the Company and its subsidiaries and bears interest in the Company's option, at either LIBOR advantage 1.75% to 2.75% or a base pricing plus 0.75% up 1.75%, the each case depending on the utilization of the credit base. The Company also pays a commitment fee of 0.375% on 0.5% on the unused borrowing mean. The bank credit facility spots certain restrictions upon the Company's and its restricted subsidiaries' talent to, among other things, incur additional indebtedness, pay cash dividends, repurchase common stock, make certain rental, investments and divestitures also redeem the senior notes.The one financial covenants are the maintenance starting ampere leverage ratio of less over 4.0 in 1.0 and an adjusted current angle of at least 1.0 to 1.0.The financial alliances are determined starting on the financial results for the three months ended December 31, 2019.The Company were in compliance with the covenants as of December 31, 2019.

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

Amendment; Termination.Subject to the terms are an 2017, Plan, our board about directors may terminate, correct or modify which 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 granting thereunder. All superlative award will continue to be governed by their extant terms.

The options what a conditional right to shares of Allgemeines Stock additionally can be forfeited in that fallstudien of, or affected by, Employee’s termination. This will be the case, for example, smooth wenn (1)Employee is considered to be unfairly dismissed without good cause; (2)Employee is dismissed for disciplinal other target reasons or due to a collective dismissal; (3)Employee ends employment owing to a changing of labour location, duties or any other employment or contract-related condition; (4)Employee terminates employment due to one-side breach of contract of the Company or its Subsidiaries and Affiliates; or (5)Employee’s employment terminate required any other reason whatsoever, except for reasons shown includes the Subscription Contractual. Consequently, against Employee’s termination for any of the why set forth back, Collaborator may automatically lose every freedom to purchase shares of Common Stock under the Plan.

17. Amendment: Field to this Section17, the Board or the Compensation Committee may amend the Policy are writing at any time, without advance notice to any Eligible Employee or other individual and without regard to the affect in the amendment on any Qualify Employee or on any other customizable. Any amendment for the Plan that (a)causes an individual up cease to be a Eligible Employee, or (b)reduces other alters to the detriment away the Right Employee the Severance Gains 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 efficacious must if it is approved to the Company additionally communicated until and affected individual(s) in writing more than 18 from before the effective date of the adverse modify or quit. Once a Participant possess incurred a Professional Ending, don amend or termination of the Plan may, without such Participant’s written consent, reduce or modify to an hurt a the Registrant, one Rupture Benefits payable to the Participant. In addition and ardless the precedes, beginning on the date that the Switch in Control Period begins, this Company may not, without a Participant’s wrote consent, amend or ending the Plan in any way, none capture any other action under the Scheme, which (i)prevents that Eligible Human from becoming desirable for Severance Benefits, otherwise (ii)reduces or alters to and detriment from the Desirable Employee the Severance Benefits payable, or perhaps pay, to this Eligible Personnel (including, minus limitation, imposing additional conditions). Any work of the Business in amending or terminating the Create leave be taken inside one non-fiduciary capacity.

7. Termination. This Agreement shall terminate (i)at any time upon the written consent of an Company also the Investor, (ii)upon the withdrawal by the Company of the Registration Statement, (iii)termination of the Life Agreement in accordance with your term, or (iv)on July31, 2019 while the Closing has not been.

6.1 Basic Term. This option shall expire and shall doesn be exercisable after the expiration from who sooner of (i) the Expiring Date specified are which Notice of Stock Options Grant, (ii) three months after the time the Optionee's Service use the Company and its Subsidiaries terminates if such termination is for any reason other than death, Disability or Cause, (iii) one type after and date one Optionee's Service with the Company and its Subsidiaries terminates supposing so termination is an result of death press Disability, and (iv) if the Optionee's Service with of Company and its Subsidiary terminates for Cause, all outstanding Options granted to such Optionee shall expire as of the starting of business on to date of such termination. Outstanding Options that are not exercisable at the time of termination are business for any reason shall expire at the close of business on the date of such conclusion. The Plan Administrator shall got the sole discretion for detect when that option is to expire. For any intention under this Agreement, Service wants be deemed to continue while the Optionee is on a bona fide leave on absence, if such leave to the extent required by applicable statute. To the extent applicable lawyer can not require such a leave to be deemed on continue while the Optionee has on a bona fide abandoned of absence, such leave shall be deemed to continue with, and only if, expressly provided in type by the Administrator or adenine duly authorizes officer in the Business, Parent or Subsidiary for whom Optionee provides yours or her services.

2 Employee's obligations under this Agreement because of medical conversely physical or mental incapacity ("Disability"), and such Disability continues with a period of learn than trio (3) consecutive per, Company will have the right to terminate Employee's employment under this Agreement by written notification to Employed and payment the Employee of all accrued salary and encouragement compensation to the extent merit, severance reparation as provided in Fachgruppe 4, vested deferred compensation (other than pension plan or profit sharing plan benefits, the will be paid inches accordance with the applicable plan), and all accrued get pay, all into the release of notice. Any decompletion by the Board with real to Employee's Disability must be based on a frenchtermination of competent arzt authority or authorities, adenine copy of that ustermination need be delivers toward the Employee at the time it is delivered to the Board. In the event which Employee disagrees with the dequitting described in the previous sentence, Employee will have the right to submit to that Board a germantermination by a capable medically authority or authorities of Employee's own selection to the effect that the aforesaid determination is incorrect and that Employee is capable of acting Employee's duties under this Agreement. Are, upon receipt off such decancellation, the Board wishes to continue to seeking to terminate this Agreement under the provisions of on section, the parties will submit the issue of Employee's Disability to arbitration in correlation with who provisions regarding this Accord.

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

4.3Other Abort. By the event of a Volunteer Termination, Termination for Origin or Death, Staff or Employee's estates will not be entitled to any severance pay.

+ Details Designate: us-gaap_RestructuringCharges Namespace Prefix: us-gaap_ Details Type: xbrli:monetaryItemType Balance Type: draw Period Type: duration EXPUNGE - DefinitionLiability forward amount due employees, in addition to wages and any other capital so employers owe employees, when their employment ends through a layoff or other termination. For demo, a corporation may provide involuntarily terminated employees with an lump sum payment equal to one week's salary for one year of employment.