Termination Procedure. 6.1 Notice of Termination. During the Term, any purported termination of the Executive's employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 10 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 circumst
...ances claimed to provide a basis for termination of the Executive's employment under the provision so indicated. 4 6.2 Date of Termination. "Date of Termination," with respect to any purported termination of the Executive's employment during the Term, shall mean (i) if the Executive's employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive's duties during such thirty (30) day period), and (ii) if the Executive's employment is terminated for any other reason, the date specified in the Notice of Termination (which, in the case of a termination by the Executive, shall not be less than fifteen (15) days nor more than sixty (60) days, respectively, from the date such Notice of Termination is given).
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Termination Procedure.
6.1 Notice of Termination. (A) During the
Term, term of this Agreement, any purported termination of the Executive's employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section
10 11 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a
written notice
which shall indicate that indicates the specific termination provision in this Agreement relied
upon and upon,... and, if applicable, the notice shall set 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. 4 6.2 Date Further, a Notice of Termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board that was called and held for the purpose of considering the termination finding that, in the informed, reasonable, good faith judgment of the Board, the Executive was guilty of conduct set forth in the definition of Cause in Paragraph (B) of Section 1, and specifying the particulars thereof in reasonable detail. A Notice of Termination by the Employee in the case of a Constructive Termination shall specify in reasonable detail the event or circumstance constituting the Constructive Termination under Paragraph (F) of Section 1 of this Agreement. Such notice of Constructive Termination must be provided by the Executive to the Company within sixty (60) days of the initial existence of the condition giving rise to the Constructive Termination. (B) "Date of Termination," Termination" with respect to any purported termination of the Executive's employment during the Term, term of this Agreement (other than by reason of death) shall mean mean: (i) if the Executive's employment is terminated by the Company for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive's duties during such that thirty (30) day period), and period); (ii) if the Executive's employment is terminated by the Company for any other reason, reason except in the case of a termination for Cause, up to thirty (30) days, at the Company's discretion, after Notice of Termination is given; (iii) if the Executive's employment is terminated by the Company for Cause, the date specified in the Notice of Termination (which, Termination; and 7 (iv) in the case of a termination by the Executive, shall not be less than fifteen (15) Executive (including a Constructive Termination following a Change in Control), thirty (30) days nor more than sixty (60) days, respectively, from after the date such Notice of Termination is given). given; provided, in the case of a Constructive Termination, the Notice of Termination contemplated by Paragraph (A) of this Section 5 shall be deemed cancelled, void and of no further force and effect, and no payment obligation of the Company shall arise therefrom, if the Company rescinds or otherwise eliminates or reverses the action or event that would otherwise constitute grounds for Constructive Termination, and so notifies the Executive in writing within thirty (30) days of its receipt of the notice of Constructive Termination. The rescission, elimination or reversal of any such action or event constituting a Constructive Termination shall not operate to release or discharge the Company from any other liability or obligation under this Agreement, including any liability or obligation arising from any subsequent action or event that constitutes a Constructive Termination.
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Termination Procedure.
6.1 Notice of Termination. (A) During the
Term, term of this Agreement, any purported termination of the Executive's employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section
10 11 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a
written notice
which shall indicate that indicates the specific termination provision in this Agreement relied
upon and upon,... and, if applicable, the notice shall set 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. 4 6.2 Date Further, a Notice of Termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board that was called and held for the purpose of considering the termination finding that, in the informed, reasonable, good faith judgment of the Board, the Executive was guilty of conduct set forth in the definition of Cause in Paragraph (B) of Section 1, and specifying the particulars thereof in reasonable detail. A Notice of Termination by the Employee in the case of a Constructive Termination shall specify in reasonable detail the event or circumstance constituting the Constructive Termination under Paragraph (F) of Section 1 of this Agreement. Such notice of Constructive Termination must be provided by the Executive to the Company within sixty (60) days of the initial existence of the condition giving rise to the Constructive Termination. (B) "Date of Termination," Termination" with respect to any purported termination of the Executive's employment during the Term, term of this Agreement (other than by reason of death) shall mean mean: (i) if the Executive's employment is terminated by the Company for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive's duties during such that thirty (30) day period), and period); 7 (ii) if the Executive's employment is terminated by the Company for any other reason, reason except in the case of a termination for Cause, up to thirty (30) days, at the Company's discretion, after Notice of Termination is given; (iii) if the Executive's employment is terminated by the Company for Cause, the date specified in the Notice of Termination (which, Termination; and (iv) in the case of a termination by the Executive, shall not be less than fifteen (15) Executive (including a Constructive Termination following a Change in Control), thirty (30) days nor more than sixty (60) days, respectively, from after the date such Notice of Termination is given). given; provided, in the case of a Constructive Termination, the Notice of Termination contemplated by Paragraph (A) of this Section 5 shall be deemed cancelled, void and of no further force and effect, and no payment obligation of the Company shall arise therefrom, if the Company rescinds or otherwise eliminates or reverses the action or event that would otherwise constitute grounds for Constructive Termination, and so notifies the Executive in writing within thirty (30) days of its receipt of the notice of Constructive Termination. The rescission, elimination or reversal of any such action or event constituting a Constructive Termination shall not operate to release or discharge the Company from any other liability or obligation under this Agreement, including any liability or obligation arising from any subsequent action or event that constitutes a Constructive Termination.
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Termination Procedure.
6.1 Notice of Termination. (A) During the
Term, term of this Agreement, any purported termination of the Executive's employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section
10 11 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a
written notice
which shall indicate that indicates the specific termination provision in this Agreement relied
upon and upon,... and, if applicable, the notice shall set 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. 4 6.2 Date Further, a Notice of Termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board that was called and held for the purpose of considering the termination finding that, in the informed, reasonable, good faith judgment of the Board, the Executive was guilty of conduct set forth in the definition of Cause in Paragraph (B) of Section 1, and specifying the particulars thereof in reasonable detail. A Notice of Termination by the Employee in the case of a Constructive Termination shall specify in reasonable detail the event or circumstance constituting the Constructive Termination under Paragraph (F) of Section 1 of this Agreement. Such notice of Constructive Termination must be provided by the Executive to the Company within sixty (60) days of the initial existence of the condition giving rise to the Constructive Termination. (B) "Date of Termination," Termination" with respect to any purported termination of the Executive's employment during the Term, term of this Agreement (other than by reason of death) shall mean mean: (i) if the Executive's employment is terminated by the Company for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive's duties during such that thirty (30) day period), and period); (ii) if the Executive's employment is terminated by the Company for any other reason, reason except in the case of a termination for Cause, up to thirty (30) days, at the Company's discretion, after Notice of Termination is given; (iii) if the Executive's employment is terminated by the Company for Cause, the date specified in the Notice of Termination (which, Termination; and (iv) in the case of a termination by the Executive, shall not be less than fifteen (15) Executive (including a Constructive Termination following a Change in Control), thirty (30) days nor more than sixty (60) days, respectively, from after the date such Notice of Termination is given). given; provided, in the case of a Constructive Termination, the Notice of Termination contemplated by Paragraph (A) of this Section 5 shall be deemed cancelled, void and of no further force and effect, and no payment obligation of the Company shall arise therefrom, if the Company rescinds or otherwise eliminates or reverses the action or event that would otherwise constitute grounds for Constructive Termination, and so notifies the Executive in writing within thirty (30) days of its receipt of the notice of Constructive Termination. The rescission, elimination or reversal of any such action or event constituting a Constructive Termination shall not operate to release or discharge the Company from any other liability or obligation under this Agreement, including any liability or obligation arising from any subsequent action or event that constitutes a Constructive Termination.
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Termination Procedure.
6.1 (a) Notice of Termination.
During the Term, any purported Any termination of
the Executive's employment
by the Company or by Executive during the Term of Employment (other than
by reason termination pursuant to Section 7(a)), including a Notice of
death) Non-Renewal pursuant to Section 1, shall be communicated by written Notice of Termination
from one party hereto to the other party hereto in accordance with Section
10 15 hereof. For purposes of this Agreement, a "Notice of Termination" shal
...l 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 the Executive's employment under the provision so indicated. 4 6.2 (b) Date of Termination. "Date of Termination," with respect to any purported termination of the Executive's employment during the Term, Termination" shall mean (i) if the Executive's employment is terminated for Disability, thirty (30) by his death, the date of his death, (ii) if Executive's employment is terminated pursuant to Section 7(b), fifteen (15) days after Notice of Termination is given (provided that delivered to Executive, (iii) if Executive's employment is terminated by a Notice of Non-Renewal pursuant to Section 1, the Executive shall not have returned to the full-time performance last day of the Executive's duties during then current Term of Employment (which shall be at least sixty (60) days after such thirty (30) day period), Notice of Non-Renewal is delivered); and (ii) (iv) if the Executive's employment is terminated for any other reason, the date specified in the Notice of Termination (which, in the case of on which a termination by the Executive, shall not be less than fifteen (15) days nor more than sixty (60) days, respectively, from the date such Notice of Termination is given). given or any later date set forth in such notice (but within ninety (90) days after the giving of such notice); provided, however, that the notice period for a termination by Executive without Good Reason shall be at least thirty (30) days after the giving of such Notice of Termination.
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Termination Procedure.
6.1 (a) Notice of Termination.
During the Term, any purported Any termination of the Executive's employment
by the Company or by the Executive during the Employment Period (other than
by reason a termination on account of
death) the death of the Executive) shall be communicated by
a written
Notice "Notice of
Termination from one party hereto Termination" to the other party hereto in accordance with Section
10 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice w...hich 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 the Executive's employment under the provision so indicated. 4 6.2 13(a) below. 6 (b) Date of Termination. "Date of Termination," with respect to any purported termination of the Executive's employment during the Term, Termination" shall mean mean: (i) if the Executive's employment is terminated by his death, the date of his death, (ii) if the Executive's employment is terminated due to his Disability pursuant to Section 4(b) above, on the date the Executive receives Notice of Termination from the Company, (iii) if the Executive voluntarily terminates his employment (other than for Disability, Good Reason), the date specified in the notice given pursuant to Section 4(f) or Section 4(g) above, as the case may be, which shall not be less than thirty (30) days after the Notice of Termination is given (provided that (or ninety (90) days in event of Retirement), (iv) if the Executive terminates his employment for Good Reason, the date specified in the notice given pursuant to Section 4(e) which shall not have returned to be more than ninety (90) days after the full-time performance expiration of the Executive's duties during such thirty (30) day period), Company's cure period, and (ii) (v) if the Executive's employment is terminated for any other reason, the date specified in the on which a Notice of Termination (which, in the case of a termination is given or any later date (within thirty (30) days, or any alternative time period agreed upon by the Executive, shall not be less than fifteen (15) days nor more than sixty (60) days, respectively, from parties, after the date giving of such notice) set forth in such Notice of Termination is given). (subject to the rights granted to the Executive under Section 4(c) above).
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Termination Procedure.
6.1 Notice of Termination. During the Term, any purported termination of the Executive's employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 10 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 circumst...ances claimed to provide a basis for termination of the Executive's employment under the provision so indicated. 4 6.2 Date of Termination. "Date of Termination," with respect to any purported termination of the Executive's employment during the Term, Term of this Agreement, shall mean (i) if Executive's employment is terminated by Executive's death, the date of Executive's death, (ii) if Executive's employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive's duties during such thirty (30) day period), and (ii) (iii) if the Executive's employment is terminated for any other reason, the date specified in the Notice of Termination (which, in the case of a termination by the Executive, Company, shall not be less than fifteen (15) thirty -9-Employment Agreement-Johnson (30) days, except in the case of a termination for Cause in which case termination may be immediate; and in the case of a termination by Executive, the date specified in the Notice shall not be less than thirty (30) days nor more than sixty (60) days, respectively, from the date such Notice of Termination is given). If Executive terminates Executive's employment under Section 4.1 or 4.2, the Company, in its sole discretion, may require that Executive's employment terminate at any time after Executive has given Notice of Termination, which election shall not be deemed a termination by the Company under Section 4.4, provided that if the Company makes such an election, (i) in the case of termination under Section 4.1, the Base Salary shall be paid through the notice period, and (ii) in the case of termination under Section 4.2, the Severance Period shall be extended by one month. Likewise, if the Company terminates the Executive other than for Cause, in lieu of the applicable notice period, the Company may give notice of immediate termination and extend the Severance Period by one month.
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Termination Procedure.
6.1 (a) Notice of Termination.
During the Term, any purported Any termination of
the Executive's employment
by the Company or by Executive during the Employment Period (other than
by reason a termination on account of
death) the death of Executive) shall be communicated by written
Notice "Notice of
Termination from one party hereto Termination" to the other party hereto in accordance with Section
10 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 the Executive's employment under the provision so indicated. 4 6.2 11(a). (b) Date of Termination. "Date of Termination," with respect to any purported termination of the Executive's employment during the Term, Termination" shall mean (i) if the Executive's employment is terminated for Disability, by his death, the date of his death, (ii) if Executive's employment is terminated pursuant to Section 3(b), thirty (30) days after Notice of Termination is given (provided Termination, provided that the Executive shall not have returned to the full-time performance of the Executive's his duties during hereunder on a full-time basis within such thirty (30) day period), period, (iii) if Executive voluntarily terminates his 3 employment, the date specified in the notice given pursuant to Section 3(e) herein which shall not be less than three months after the Notice of Termination is delivered to the Company, (iv) if Executive terminates his employment for Good Reason pursuant to Section 3(f) herein, thirty (30) days after Notice of Termination, and (ii) (v) if the Executive's employment is terminated for any other reason, the date specified in the Notice of Termination (which, in the case of on which a termination by the Executive, shall not be less than fifteen (15) days nor more than sixty (60) days, respectively, from the date such Notice of Termination is given). given or any later date (within thirty (30) days, or any alternative time period agreed upon by the parties, after the giving of such notice) set forth in such Notice of Termination.
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Termination Procedure.
6.1 (a) Notice of Termination.
During the Term, any purported Any termination of
the Executive's employment
by the Company or by Executive during the Employment Period (other than
by reason a termination on account of
death) the death of Executive) shall be communicated by written
Notice "Notice of
Termination from one party hereto Termination" to the other party hereto in accordance with Section
10 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 the Executive's employment under the provision so indicated. 4 6.2 11(a). (b) Date of Termination. "Date of Termination," with respect to any purported termination of the Executive's employment during the Term, Termination" shall mean (i) if the Executive's employment is terminated for Disability, by his death, the date of his death, (ii) if Executive's employment is terminated pursuant to Section 3(b), thirty (30) days after Notice of Termination is given (provided Termination, provided that the Executive shall not have returned to the full-time performance of the Executive's his duties during hereunder on a full-time basis within such thirty (30) day period), period, (iii) if Executive voluntarily terminates his employment, the date specified in the notice given pursuant to Section 3(e) herein which shall not be less than three (3) months after the Notice of Termination is delivered to the Company, (iv) if Executive terminates his employment for Good Reason pursuant to Section 3(f) herein, thirty (30) days after Notice of Termination, and (ii) (v) if the Executive's employment is terminated for any other reason, the date specified in the Notice of Termination (which, in the case of on which a termination by the Executive, shall not be less than fifteen (15) days nor more than sixty (60) days, respectively, from the date such Notice of Termination is given). given or any later date (within thirty (30) days, or any alternative time period agreed upon by the parties, after the giving of such notice) set forth in such Notice of Termination.
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Termination Procedure.
6.1 (a) Notice of Termination.
During the Term, any purported Any termination of the Executive's employment
by the Company or by the Executive during the Employment Period (other than
by reason a termination on account of
death) the death of the Executive) shall be communicated by
a written
Notice "Notice of
Termination from one party hereto Termination" to the other party hereto in accordance with Section
10 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice w...hich 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 the Executive's employment under the provision so indicated. 4 6.2 11(a) below. 5 (b) Date of Termination. "Date of Termination," with respect to any purported termination of the Executive's employment during the Term, Termination" shall mean (i) if the Executive's employment is terminated by his death, the date of his death, (ii) if the Executive's employment is terminated due to his Disability pursuant to Section 4(b) above, on the date the Executive receives Notice of Termination from the Company, (iii) if the Executive voluntarily terminates his employment (whether or not for Disability, Good Reason), the date specified in the notice given pursuant to Section 4(e) above which shall not be less than thirty (30) days after the Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance (or ninety (90) days in event of the Executive's duties during such thirty (30) day period), Retirement), and (ii) (iv) if the Executive's employment is terminated for any other reason, the date specified in the on which a Notice of Termination (which, in the case of a termination is given or any later date (within thirty (30) days, or any alternative time period agreed upon by the Executive, shall not be less than fifteen (15) days nor more than sixty (60) days, respectively, from parties, after the date giving of such notice) set forth in such Notice of Termination is given). (subject to the rights granted to the Executive under Section 4(c) above.
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Termination Procedure.
6.1 (a) Notice of Termination.
During the Term, any purported Any termination of the Executive's employment
by the Company or by the Executive during the Employment Period (other than
by reason a termination on account of
death) the death of the Executive) shall be communicated by
a written
Notice "Notice of
Termination from one party hereto Termination" to the other party hereto in accordance with Section
10 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice w...hich 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 the Executive's employment under the provision so indicated. 4 6.2 12(a) below. (b) Date of Termination. "Date of Termination," with respect to any purported termination of the Executive's employment during the Term, Termination" shall mean (i) if the Executive's employment is terminated by his death, the date of his death, (ii) if the Executive's employment is terminated due to his Disability in accordance with and pursuant to Section 4(b) above, on the date the Executive receives Notice of Termination from the Company, (iii) if the Executive voluntarily terminates his employment (whether or not for Disability, Good Reason), the date specified in the notice given pursuant to Section 4(e) above which shall not be less than thirty (30) days after the date the Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive's duties during such thirty (30) day period), given, and (ii) (iv) if the Executive's employment is terminated for any other reason, the date specified in the on which a Notice of Termination (which, in the case of is given or any later date (within thirty (30) days if a termination right to cure exists, or any alternative time period agreed upon by the Executive, shall not be less than fifteen (15) days nor more than sixty (60) days, respectively, from parties, after the date giving of such notice) set forth in such Notice of Termination is given). (subject to the rights granted to the Executive under Section 4(c) above).
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