Termination Contract Clauses (20,323)

Termination. The initial term of this Agreement will begin on the date first written above and shall continue until the five-year anniversary of such date ("Initial Term") and shall automatically renew for one year terms thereafter ("Renewal Terms") (collectively the Initial Term and Renewal Terms referred to herein as "Employment Period"). Nevertheless, Employee's employment under this Agreement may be earlier terminated in any of the followings ways: (a) by the Company or Employee by providing written noti...ce no less than thirty (30) days prior to the completion of the Initial Term or a Renewal Term; (b) immediately and automatically upon Employee's death; (c) by the Company, upon not less than 14 days prior written notice to Employee, as a result of Employee's incapacity due to physical or mental illness or injury resulting in Employee's absence from his full-time duties hereunder for four consecutive weeks, subject to Employee's right to cure during the 14-day period; (d) by the Company immediately for Good Cause; (e) by the Company upon not less than 14 days prior written notice to Employee for any reason or no reason; (f) by Employee immediately for Good Reason; or (g) by Employee upon not less than 90 days prior written notice to the Company for any reason or no reason. View More

Termination. (a) This Agreement and the Executive's employment hereunder shall terminate upon the happening of any of the following events: 2 (i) Termination by the Corporation for Cause, Upon Death or Disability. For purposes of this Agreement, "Cause" shall mean: (i) Executive's grossly negligent or willful disregard of the lawful and reasonable directives of the Board clearly communicated to Executive and which remains uncured after thirty (30) days' written notice from the Corporation notifying Executive... of such gross negligence or willful misconduct in reasonable detail; (ii) Executive's material breach of the terms of this Agreement which remains uncured after thirty (30) days' written notice from the Corporation notifying Executive of such breach in reasonable detail (and if such breach is of a nature that it cannot reasonably be cured within thirty (30) days, as long as the cure is commenced and continuing within such thirty (30) day period, Executive shall have a reasonable period of time to cure such breach); (iii) engages in misconduct that cause material harm to the financial condition or reputation of the Corporation or any of its affiliates; or (iv) Executive pleads "guilty" or "no contest" to or is indicted for or convicted of a felony under federal or state law or as a crime under federal or state law which involves Executive's fraud or dishonesty, for which such termination shall be immediate. The Corporation may terminate Executive's employment for Cause immediately. The Corporation may terminate Executive immediately upon death or upon Disability (as defined herein) in accordance with the terms set forth in Section 5(a)(iii) below. In the event of a termination for Cause, upon Disability (as defined herein) or death, Executive shall be paid: (i) his then Base Salary accrued up to and including the date of termination, paid within thirty (30) days, (ii) unreimbursed business expenses, paid in accordance with this Agreement and the Corporation's policies, and (iii) any accrued benefits under any Corporation benefit plan, paid pursuant to the terms of such benefit plan (collectively, the "Accrued Obligations"). (ii) Termination by the Corporation other than for Cause or Resignation by the Executive. The Corporation may, or Executive for Good Reason (as hereinafter defined) may, terminate the Term at any time and for any reason upon sixty (60) days written notice. If the Corporation or the Executive terminates the Term pursuant to this Section, Executive shall be paid the Accrued Obligations, and the Severance Payment. For purposes hereof, the term "Severance Payment" shall mean $180,000, which is an amount equal to one year of "Base Salary" as a lump sum, paid within thirty (30) days from the date of termination, or in equal monthly installments for a period of twelve (12) consecutive months, immediately following the date of termination. For purposes hereof, the term "Good Reason" shall mean the termination of this Agreement by the Executive following (i) any involuntary reduction in the Base Salary, vacation or benefits opportunity; (ii) any involuntary material diminution in the responsibilities, authority or duties of the Executive, except in the event of a termination for Cause or due to death, Disability or resignation without Good Reason; (iii) any non-consensual required relocation of Executive's principal place of employment beyond a fifteen (15) mile radius of Executive's then principal place of employment (which, for purposes of clarification, is a material change in the geographic location of which the Executive must provide services); or (iv) a Substantial Breach if such Substantial Breach shall not have been cured by the Company within 15 days of receipt by the Board of written notice from the Employee of the occurrence of such Substantial Breach (as hereinafter defined), describing such Substantial Breach in reasonable detail and identifying such occurrence or circumstance as a Substantial Breach under this Agreement. For purposes hereof, the term "Substantial Breach" means any material breach by the Corporation of its obligations to compensate the Executive pursuant to the terms and conditions of this Agreement; provided, however, that Substantial Breach shall not include a termination of the Executive's employment for Cause or due to death or Disability; and provided, further, that no Substantial Breach shall be deemed to exist at any time that a basis for termination for Cause exists. (iii) Definition of Disability. For the purposes of this Agreement, "Disability" shall mean that Executive has become physically or mentally unable to perform his duties for the Corporation hereunder and such incapacity has continued for a total of ninety (90) consecutive days or for any one hundred eighty (180) days in a period of three hundred sixty-five (365) consecutive days. 3 6. Intentionally Omitted. View More

Termination. In the event that (a) Mr. Taranto is removed from the Board without cause, or (b) Everest Re's shareholders fail to elect Mr. Taranto to the Board at any Annual General Meeting occurring during the Term of this Agreement, then this Agreement shall immediately terminate, and Mr. Taranto shall have no further obligations of any kind under or arising out of this Agreement; provided, however, that the provisions of Section 6 below shall continue to remain in full force and effect. In such event, the... Company shall be obligated to pay Mr. Taranto the following: (a)within sixty (60) days of the Agreement's termination date, a lump sum cash payment equal to the remainder of Base Salary payments that Mr. Taranto would have earned had this Agreement remained in effect for the entire Term of this Agreement, subject to a maximum payment of one year of Base Salary; (b)all reimbursable out-of-pocket expenses incurred by Mr. Taranto in connection with his duties but not yet paid. In the event that Everest Re's shareholders fail to elect Mr. Taranto to the Board at any Annual General Meeting occurring during the Term of this Agreement, then the Company shall be obligated to pay Mr. Taranto an additional $250,000 in addition to the amounts referenced in 5.1(a) and 5.1(b). 5.2.Resignation for Good Reason. If any of the following circumstances shall have occurred without Mr. Taranto's express consent and shall have remained uncorrected for more than thirty (30) days following Mr. Taranto's giving written notice of such occurrence to the Company, then this Agreement shall immediately terminate and Mr. Taranto's resignation shall be deemed a "Resignation for Good Reason": (a)a materially adverse change in the nature or status of his position or responsibilities under this Agreement; (b)a reduction by the Company in the Base Salary set forth in Section 3.1 of this Agreement; or (c)a material breach of this Agreement by the Company. In the event of such Resignation for Good Reason, the Company shall pay to Mr. Taranto the sums set forth in section 5.1 (a)-(b). 5.3.Due Cause. The Company may terminate this Agreement at any time for Due Cause and in such event, Mr. Taranto agrees that he shall immediately resign from the Board. In the event of such termination for Due Cause, Mr. Taranto shall only be entitled to receive the portion of the Base Salary earned but not yet paid up to the date of removal and any reimbursable out-of-pocket expenses incurred by Mr. Taranto in connection with his duties but not yet paid. The term "Due Cause" shall mean: (a)repeated and gross negligence in fulfillment of, or repeated failure of Mr. Taranto to fulfill, his material obligations under this Agreement, in either event after written notice thereof; (b)material willful misconduct by Mr. Taranto in respect of his obligations hereunder; (c)conviction of any felony, or any crime of moral turpitude; or (d)a material breach in trust committed in willful or reckless disregard of the interests of the Company or its affiliates or undertaken for personal gain. View More

Termination. This Agreement shall terminate and shall have no further force or effect as of the Expiration Date. In the event of termination of this Agreement upon the Expiration Date, this Agreement shall become void and of no effect with no liability on the part of any party hereto; provided, however, that nothing herein shall relieve any party from liability hereof for any willful breach of this Agreement prior to the Expiration Date.

Termination. 8.1 Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated: (a) at any time before the Closing by either the Company, on the one hand, or the Purchaser, on the other hand, if any of the conditions to Closing to which such party is entitled to the benefit of shall have become permanently incapable of fulfillment and shall not have been waived in writing (to the extent permitted by applicable Law); or (b) at any time after the date th...at is 30 days after the date of this Agreement by either the Company, on the one hand, or the Purchaser, on the other hand, if the Closing shall not have occurred on or before such date; provided, however, that the right to terminate this Agreement pursuant to the preceding clause (a) or clause (b) shall not be available to a party if the inability to satisfy any of the conditions to Closing was due primarily to the failure of such party to perform any of its obligations under this Agreement. 8.2 Effect of Termination. In the event of any termination pursuant to Section 8.1, this Agreement shall become null and void and have no further effect, with no liability on the part of the Company or the Purchaser, or their respective Affiliates or Representatives, with respect to this Agreement, except (a) for the terms of this Section 8.2 and Section 9, which shall survive the termination of this Agreement, and (b) that nothing in this Section 8.2 shall relieve any party hereto from liability or damages incurred or suffered by any other party resulting from any intentional (x) breach of any representation or warranty of such first party or (y) failure of such first party to perform a covenant thereof. As used in the foregoing sentence, "intentional" shall mean an act or omission by such party which such party actually knew, or reasonably should have known, would constitute a breach of this Agreement by such party. View More

Termination. This Agreement may be terminated, and the Merger contemplated hereby may be abandoned, at any time prior to the Effective Time. In the event of such termination and abandonment, this Agreement shall become void and none of GP, TLP LLC or their respective managers, members or officers, as the case may be, shall have any liability with respect to such termination and abandonment.

Termination. Subject to the terms and conditions set forth herein, the Shareholders' Agreement, and the rights and obligations of the parties thereunder, is hereby terminated, effective immediately, and shall be null and void and no longer of any force or effect; provided, however, that Section 9(j) and Section 9(k) of the Shareholders' Agreement shall survive the termination of the Shareholders' Agreement indefinitely. Section 2. Representations and Warranties. Each party to this agreement hereby represents... and warrants to the other parties that: (a) it has full power, authority and capacity, as applicable, to enter into this Agreement and to perform its obligations hereunder in accordance with its provisions, (b) this Agreement has been duly authorized, executed and delivered by such party, and (c) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity. Section 3. Further Assurances. Each party to this Agreement will, at any time and from time to time after the date hereof, execute and deliver, or cause to be executed and delivered, such further consents, approvals, conveyances, and other documents and instruments, and take, or cause to be taken, such other actions, as the other party may reasonably request in order to carry out or confirm any of the terms and provisions of, or the intent and purpose of, this Agreement. Section 4. Miscellaneous. 4.1. Governing Law; Jurisdiction and Venue. This Agreement and any matters related hereto shall be governed by and construed in accordance with the laws of the State of New York. Each party hereto agrees that any suit or proceeding arising in respect of this Agreement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and each party hereto agrees to submit to the jurisdiction of, and to venue in, such courts. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or any matters related hereto. 4.2. Binding on Successors. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 4.3. Mutually Drafted. The parties hereto acknowledge that the drafting of this Agreement is a mutual effort among the parties and their counsel and that this Agreement is not to be construed against any party or group of parties as the drafter. 4.4. Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement. 4.5. Severability. If any provision, including any phrase, sentence, clause, section or subsection, of this Agreement is invalid, inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering such provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision herein contained invalid, inoperative, or unenforceable to any extent whatsoever. 4.6. Counterparts. This Agreement may be executed and delivered in counterparts (including by a PDF or a facsimile transmission), each of which will be deemed an original. 4.7. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto. View More

Termination. The Company may terminate this Agreement prior to the Completion Date only for "Cause." For purposes of this Agreement, "Cause" shall exist upon any of the following (i) you commit of an act of fraud, embezzlement, material misappropriation or breach of fiduciary duty against the Company or any of its subsidiaries (collectively, the "Company Group"), or (ii) you engage in willful misconduct in your duties hereunder that causes substantial injury to any member of the Company Group.

Termination. This Guaranty shall terminate only when all of the Liabilities and the Debt have been paid in full, including all interest thereon, late charges and other charges and fees included within the Liabilities and the Debt. When the conditions described above have been fully met, Lender will, upon request, furnish to Guarantor a written cancellation of this Guaranty. 7 18. Notices. All notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effe...ctive for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of delivery or attempted delivery, or (c) by telecopier (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section): If to Lender: KeyBank National Association 11501 Outlook, Suite 300 Overland Park, Kansas 66211 Facsimile No. : 877-379-1625 Attention: Loan Servicing with a copy to: Dan Flanigan POLSINELLI 900 West 48th Place, Suite 900 Kansas City, Missouri 64112 Facsimile No. : (816) 753-1536 If to Guarantor: Strategic Storage Trust II, Inc. 10 Terrace Road Ladera Ranch, CA 92694 Attention: H. Michael Schwartz Facsimile No. : 949-429-6606 With a copy to: Mastrogiovanni Mersky & Flynn, P.C. 2001 Bryan Street, Suite 1250 Dallas, Texas 75201 Attn: Charles Mersky, Esq. Facsimile: 214-922-8801 A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day or in the case of expedited prepaid delivery, upon the first attempted delivery on a Business Day; or in the case of telecopy, upon sender's receipt of a machine-generated confirmation of successful transmission after advice by telephone to recipient that a telecopy notice is forthcoming. View More

Termination. This Agreement shall terminate upon the earliest to occur of (the "Expiration Time"): (a) the Effective Time; (b) the date on which the Merger Agreement is terminated in accordance with its terms; and (c) the termination of this Agreement by mutual written consent of the Parties. Nothing in this Section 8 shall relieve or otherwise limit the liability of any Party for any intentional breach of this Agreement prior to such termination.