“Early Termination Notice” is defined in [Section 4.2] of this Agreement.

Effect of Breach/Early Termination for Cause. In the event that the Company determines after consultation with legal counsel that Executive has materially breached any provision of this Agreement or her employment is terminated by the Company prior to the Separation Date for Cause, Executive agrees that all payments yet to be paid under this Agreement shall immediately cease and be

Calculations and Payment Date upon Early Termination. The parties acknowledge and agree that in calculating Loss pursuant to [Section 6] of the Agreement Dealer may (but need not) determine losses without reference to actual losses incurred but based on expected losses assuming a commercially reasonable (including without limitation with regard to reasonable legal and regulatory guidelines) risk bid were used to determine loss to avoid awaiting the delay associated with closing out any hedge or related trading position in a commercially reasonable manner prior to or soon following the designation of an Early Termination Date. Notwithstanding anything to the contrary or in [Section 6(d)(ii)] of the Agreement, all amounts calculated as being due in respect of an Early Termination Date in respect of a Transaction under [Section 6(e)] of the Agreement will be payable on the day that notice of the amount payable is effective; provided that if Counterparty elects to receive Shares or Alternative Delivery Property in accordance with [Section 14], such Shares or Alternative Delivery Property shall be delivered on a date selected by Dealer as promptly as practicable.

“Valuation Assumptions” means, as of an Early Termination Date, the assumptions that:

all gains (whether cash or non-cash) resulting from the early termination or extinguishment of Indebtedness;

“Agreed Amount” means the amount indicated as such in Exhibit A, with the understanding that if there is any Early Termination Cause for Causes Attributable to the Parties or Early Termination Cause for Objective Circumstances, the applicable Agreed Amount to the Party in Breach or to the Affected Party, as the case may be, shall be equal to zero.

fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

“Minimum Transfer Amount” means the amount identified as such in Exhibit A for each Party, with the understanding that if there is any Early Termination Cause for Causes Attributable to the Parties or Early Termination Cause for Objective Circumstances, the Minimum Transfer Amount applicable to the Party in Breach or to the Affected Party, as the case may be, shall be equal to zero.

upon receipt of any such Early Conversion Notice, within a commercially reasonable period of time thereafter, [[Organization A:Organization]] shall designate an Exchange Business Day as an Early Termination Date (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement

The forfeiture provision detailed in this Section 9.10 shall not apply following a Change in Control or following Early Involuntary Termination.