Termination by Company; “Cause.” Company shall have the right to terminate Executive’s employment hereunder at any time, with or without “Cause” (as defined below). In the event of any termination by Company, Company shall give Executive forty-five (45) days prior notice of any termination without Cause, but shall not be obligated to give Executive prior notice of a termination with Cause. Company shall nevertheless be obligated to pay Executive such compensation and severance, if any, as may be provided for in this Agreement under the applicable circumstances. Company will give Executive notice of termination of her employment pursuant to a “Notice of Termination” (as defined below).

Termination by Executive. Executive shall have the right to terminate her employment, whether or not for “Good Reason” (as hereinafter defined), but, in all events, Executive shall give Company notice pursuant to a written “Notice of Termination” (as defined below). If the termination by Executive is other than for Good Reason: # Executive must give Company a Notice of Termination not less than forty five (45) days prior to the date her termination of employment will be effective, and # Executive shall have no right to severance compensation of any kind, or any right to salary or other benefits for any period after such date of termination. If termination is by Executive for Good Reason, Executive’s rights to compensation and benefits under this Agreement shall be as set forth in [Section 5.5].

The Company may terminate Executive’s employment hereunder for Cause upon 30 days’ prior written notice to Executive and Executive may terminate his employment at any time upon 60 days prior written notice to the Company without Good Reason, in which case # Executive shall receive the Executive’s Annual Salary and other benefits (but, in all events, and without increasing Executive’s rights under any other provision hereof, excluding any Annual Bonus not yet paid) earned and accrued under this Agreement prior to Executive’s termination of employment (and reimbursement under this Agreement for expenses incurred prior to the termination of employment), and # Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

Notice of Termination by the Company. Any termination by the Company of Executive’s employment with the Company shall be communicated by a notice of termination to Executive at least forty-five (45) days prior to the date of such termination. Such notice shall indicate the specific termination provision or provision in this Agreement relied upon (if any), shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the indicated provisions, and shall specify the termination date, and shall specify the amounts and type of compensation and benefits to be provided to Executive as a result of the termination.

Termination by the Company without Cause. [[the Company:Organization]] may terminate Executive's employment at any time during the course of this agreement by giving three months’ notice in writing to the Executive. During the notice period, Executive must fulfill all of Executive's duties and responsibilities set forth above and use Executive's best efforts to train and support Executive's replacement, if any. Failure of Executive to comply with this requirement may result in Termination for Cause described below, but otherwise Executive's salary and benefits will remain unchanged during the notification period. [[the Company:Organization]], may, in its sole discretion, give Executive severance pay in the amount of the remaining notice period in lieu of actual employment, and nothing herein shall require Company to maintain Executive in active employment for the duration of the notice period.

Termination by the Company without Cause. The Company may terminate the Executive’s employment at any time without Cause upon 30 days prior written notice.

Discharge by the Company Without Cause. During the Term, the Executive’s employment may be terminated by the Company (which shall also constitute a termination of this Agreement) upon thirty (30) days’ written notice; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice. In the event of termination of Executive’s employment by the Company without Cause, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Company terminates Executive’s employment without Cause prior to July 1, 2021, and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term.

By Executive. Notwithstanding any other provision of this Agreement, Executive may terminate Executive’s employment with the Company upon delivery of a Notice of Termination to the Company at least ninety (90) days prior to the Date of Termination (which the Company may, in its sole discretion, make effective earlier than the date set forth in the Notice of Termination provided, that any due compensation to the Executive shall remain as of the original Date of Termination). The Company may require that Executive not come to work during the notice period and may assign one or more of Executive’s duties and authority to one or more other individuals. In the event Company requires that Executive not come to work during the notice period, Company shall continue to pay Executive as if Executive were working.

By Company for Cause. Company may terminate this Agreement and Executive’s employment at any time for Cause. Notwithstanding the foregoing provisions of this Section 5, in the event Executive’s employment is terminated because of Cause, Company shall have no obligations pursuant to this Agreement after the Date of Termination other than for Base Compensation accrued but unpaid through the Date of Termination (defined by Section 5(f) below) and reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to Date of Termination. For purposes herein, “Cause” means # Executive’s gross negligence, gross neglect or willful misconduct in the performance of the duties required hereunder that results in a material adverse effect on Company, # Executive’s conviction for, deferred adjudication of, or plea of no contest or nolo contendere to a felony, or # Executive’s material breach of any material provision of this Agreement. Notwithstanding the foregoing, prior to any termination for Cause under clauses (A) or (C) of the preceding sentence, # Company must provide Executive with reasonable notice of not less than ten (10) business days detailing the failure or conduct on which the termination is to be based, # Company must provide Executive a reasonable opportunity to cure such failure or conduct, and # after such notice and an opportunity to cure, the Board must reasonably determine that Executive has not cured such failure or conduct. Executive shall not be deemed to have been terminated for Cause unless and until Executive has been provided an opportunity to be heard in person by the Board (with the assistance of Executive’s counsel if Executive so desires) on at least five business days’ advance notice, and the Board must unanimously approve the termination of Executive for Cause.

Termination Without Cause. The Company may terminate the Executive's employment at any time without Cause pursuant to written notice provided to the Executive not less than 90 days in advance of such termination date. If the Executive's employment is terminated pursuant to this Section 5(d), all of the Executive's rights and all of the Company's obligations except for the Severance Package outlined below, shall immediately terminate. Notwithstanding a termination of this Agreement pursuant to this Section 5(d), the Executive's obligations and the Company's rights under Section 5, 6, 7, and 8 shall survive the termination of this Agreement and Executive shall be paid any unpaid portion of his Base Salary and any bonus earned through that date in accordance with Section 3(b). Following termination under paragraph 5(d), the Executive is entitled to a Severance Package equal to 90 days of Base Salary and benefits at the level prior to termination.