Termination Contract Clauses (20,323)

Termination. The Option shall terminate on the earliest to occur of either the Expiration Date set forth in paragraph 2 or any of the following: (a) in the event the employment of the Participant with the Company is terminated by reason of death, Disability (as defined in the Plan), or Retirement (as defined in the Plan), the Option shall vest 100% and be deemed exercisable in full as of such termination. The Option may be exercised at any time prior to the Expiration Date or within three years after such da...te of termination, whichever period is the shorter. The favorable tax treatment prescribed under Section 422 of the Code for Incentive Stock Options shall not be available if the Option is not exercised within three months after the date of termination (or twelve months after the date of termination in the case of Disability if such Disability constitutes total and permanent disability as defined in Section 22(e)(3) of the Code). If the Option is not exercised within three months of termination due to Retirement, it shall be treated as a Nonstatutory (Nonqualified) Stock Option for the remainder of its allowable exercise period. (b) if the employment of the Participant shall terminate for any reason other than death, Disability or Retirement, or other than involuntarily for Cause, the Option shall terminate upon the expiration date of the Option or one month after such date of termination of employment, whichever first occurs; provided, however, that no further vesting shall occur after such date of termination and provided further that in the event such termination occurs after a Change-in-Control (as defined in Section 16(b) of the Plan), the rights under the Option shall terminate upon the expiration date of the Option or three years after such date of termination of employment, whichever first occurs. (c) if the Participant's Termination is for Cause, even if on the date of such Termination the Participant has met the definition of Retirement or Disability, then the Option shall terminate immediately. -7- 6. Transferability of the Option. Except as provided below, the Option (or any part thereof) may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution. Further, the Option is exercisable during the Participant's lifetime only by Participant. As provided in Section 14 of the Plan, the Participant may name, from time to time, any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of Participant's death before Participant receives any or all of such benefit. Each designation will revoke all prior designations by the Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Committee during the Participant's lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid to his estate. View More

Termination. Either party has the right to terminate this Agreement upon thirty days written notice to the other party. Upon such termination, the Executive shall not be entitled to any further compensation set forth in Section 4 above. 5 9. Miscellaneous. (a) This Agreement shall be exclusively governed by, and construed and interpreted in accordance with, the laws of the State of Connecticut, without giving effect to its principles of conflicts of law. Each of the parties hereto submits to the exclusive ju...risdiction of the United States District Court in Fairfield County, Connecticut, or if such court lacks subject matter jurisdiction, to the jurisdiction of the highest Court of the State of Connecticut, County of Fairfield with respect to any dispute arising from the Executive's employment with the Company or to any matter of interpretation of this Agreement or the respective rights or obligations of each of the parties hereof (whether or not any such party is otherwise subject to the jurisdiction or venue of such Court). Each of the parties hereto specifically waives any objection which it may otherwise have to the jurisdiction or venue of any of such Courts or that such Courts are an inconvenient forum and acknowledges that service of process may be made by mailing a copy thereof in accordance with the provisions of this Agreement. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, legal representatives, successors and assigns. (c) This Agreement, and the Executive's rights and obligations hereunder, may not be assigned by the Executive. The Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business or assets or other Change of Control. (d) This Agreement cannot be amended orally, or by any course of conduct or dealing, but only by a written agreement signed by the parties hereto. (e) The failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and such terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party. (f) All notices, requests, consents and other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered personally or by an overnight courier service or sent by registered or certified mail, postage prepaid, return receipt requested, to the parties at the addresses set forth on the first page of this Agreement, and shall be deemed given when so delivered personally or by overnight courier, or, if mailed, five days after the date of deposit in the United States mails. Either party may designate another address, for receipt of notices hereunder by giving notice to the other party in accordance with this paragraph (f). (g) This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, relating to the subject matter hereof. No representation, promise or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise or inducement not so set forth. (h) As used in this Agreement, "affiliate" of a specified Person shall mean and include any Person controlling, controlled by or under common control with the specified Person. (i) The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. 6 (j) This Agreement may be executed in any number of counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument. View More

Termination. This Agreement shall terminate on the earlier of the Closing or the termination of the Business Combination Agreement ("Termination Date"). Upon termination of this Agreement, neither party shall have any further obligation or liability under this Agreement, provided, however no such termination shall relieve the Shareholders or the Company from any liability resulting from a breach of this Agreement occurring prior to the Termination Date.

Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, but not later than the Closing Date: (a) by mutual written consent of the Buyer and the Seller; (b) by the Buyer, in its sole discretion, if any of the representations or warranties of the Seller contained herein are not in all material respects true, accurate and complete or if the Seller breaches or fails to comply with any covenant or agreement contained herein; or (c) by the Seller, in its sole discre...tion, if any of the representations or warranties of the Buyer contained herein are not in all material respects true, accurate and complete or if the Buyer breaches or fails comply with any covenant or agreement contained herein. 11.2 Effect of Termination. In the event of a termination of this Agreement pursuant to Section 11.1, written notice thereof shall promptly be given to the other party hereto and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by the other party hereto. Notwithstanding such termination, each party shall have the right to seek damages in the event of a breach by the other party of its obligations under this Agreement. View More

Termination. (a) Subject to Section 13(c), this Agreement shall automatically and immediately terminate as of the Support Termination Date, without the need for any further action on the part of (or notice to) any Party or other Person. (b) Subject to Section 13(c), following the termination of this Agreement, all obligations of each of the Parties under this Agreement will terminate, without any liability or other obligation on the part of any Party to any Person in respect of this Agreement or the obligati...ons hereunder, and no Party shall have any Claim against another Party (and no Person shall have any rights against another Party hereto), whether under contract, tort or otherwise, with respect to this Agreement or the obligations under this Agreement. Notwithstanding the foregoing, nothing in this Agreement or any termination of this Agreement shall relieve any Party from liability from any Willful and Material Breach of this Agreement prior to such termination; provided, that in the event the Effective Time shall have occurred, no Stockholder shall have any liability or other obligation hereunder whatsoever, including with respect to any Willful and Material Breach occurring prior thereto (other than any breach of Stockholder's covenant in Section 6 and Section 14). (c) Section 6, Section 13(b), Section 14, Section 15, and Section 16 shall survive the termination of this Agreement, and shall continue to apply to and bind each Party hereto in accordance with their terms upon and following termination of the rights and obligations of a party to this Agreement. View More

Termination. This Agreement shall automatically terminate and be of no further force and effect in the event that any of the conditions set forth in Section 1(e) or Section 1(f) of this Agreement is not satisfied.

Termination. This Agreement shall automatically terminate upon the earliest to occur (the "Expiration Time") of: (i) the Closing; (ii) termination of the Merger Agreement in accordance with its terms; (iii) the Outside Date; (iv) any change to the terms of the Merger Agreement without the prior written consent of each Voting Party that (a) modifies the closing conditions set forth in Section 6 or Section 7 of the Merger Agreement in a manner adverse to the interest of the Voting Parties, (b) modifies the def...inition of "Outside Date" under the Merger Agreement in a manner adverse to the interest of the Voting Parties or (c) modifies Section 1 of the Merger Agreement in a manner adverse to the interests of the Voting Parties; and (v) with respect to any Voting Party, the mutual written consent of such Voting Party, the Company and Parent to terminate this Agreement. Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, that nothing in this Section 7 shall relieve any party of liability for any willful breach of this Agreement occurring prior to the termination of this Agreement. 4 8. Fiduciary Duties. Each Voting Party is entering into this Agreement solely in its capacity as the record or Beneficial Owner of the Voting Shares and nothing herein is intended to or shall limit or affect any actions taken by any such Voting Party or any of its designees serving in his or her capacity as a director or officer of Parent (or any Subsidairy of Parent). The taking of any actions (or failures to act) by any Voting Party or Voting Party's designees serving as a director or officer of Parent (in such capacity as a director) shall not be deemed to constitute a breach of this Agreement. View More

Termination. This Agreement may be terminated in the following manner: (a) by either the Company or the Consultant upon not less than thirty (30) days prior written notice to the other party; (b) by the non-breaching party, upon twenty-four (24) hours prior written notice to the breaching party if one party has materially breached this Agreement; or (c) at any time upon the mutual written consent of the parties hereto. In the event of termination, the Consultant shall be entitled to payment for services perf...ormed and (subject to the limitation in Section 3.2) for expenses paid or incurred prior to the effective date of termination that have not been previously paid. Such payment shall constitute full settlement of any and all claims of the Consultant of every description against the Company. Notwithstanding the foregoing, the Company may terminate this Agreement effective immediately by giving written notice to the Consultant if the Consultant breaches or threatens to breach any provision of Sections 6, 7 or 10. View More

Termination. 7.1 Conditions of Termination. This Agreement shall terminate and be void and of no further force and effect, and all obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) the mutual written agreement of the Company and each of the Purchasers (solely as to itself), (b) if, on the Closing Date, any of the conditions of Closing set forth in Section 6 have not been satisfied as of the time req...uired hereunder to be so satisfied or waived by the party entitled to grant such waiver, or are not capable of being satisfied and, as a result thereof, the transactions contemplated by this Agreement will not be and are not consummated, or (c) if the Closing has not occurred on or before September 20, 2022, other than as a result of a Willful Breach of a Purchaser's obligations hereunder; provided, however, that nothing herein shall relieve any party to this Agreement of any liability for common law fraud or for any Willful Breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement and each party will be entitled to seek any remedies at law or in equity to recover losses, liabilities or damages arising from any such Willful Breach. "Willful Breach" means a deliberate act or deliberate failure to act, taken with the actual knowledge that such act or failure to act would result in or constitute a material breach of this Agreement. View More

Termination. This Agreement shall automatically terminate, without any notice or other action by any party hereto, and have no further force and effect, upon the earliest of (i) the consummation of the Closing, (ii) the valid termination of the BCA in accordance with its terms, (iii) the dissolution, liquidation or winding up of SPAC, and (iv) the time this Agreement is terminated upon the mutual written agreement of SPAC, Sponsor and the Target Companies (the earliest such date under clause (i), (ii), (iii)... and (iv) being referred to herein as the "Termination Date"). Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, the termination of this Agreement pursuant to clauses (ii), (iii) or (iv) of this Section 7 shall not affect any liability on the part of any party hereto for a willful breach of any covenant or agreement set forth in this Agreement prior to such termination or Fraud, and this Section 7 and Section 11 through (and including) Section 16 (other than with respect to the application of Section 11.18 of the BCA to apply mutatis mutandis to this Agreement in Section 15) shall survive any termination of this Agreement. View More