During the Term of this Agreement the Employee’s employment and this Agreement may be terminated by the Company with or without Cause (as hereinafter defined) immediately upon delivery of written notice of termination to the Employee; provided, however, in the event such termination is without Cause, then in such event, and subject to the Employee’s compliance with Section 5 of this Agreement, the Company shall continue to pay to the Employee, as severance pay, the Employee’s Annual Salary until that date which is three (3) years following the Effective Date of this Agreement.

Termination. Notwithstanding anything in Section 2 to the contrary, Avail may terminate this Agreement if Customer: # fails to pay any amount when due under this Agreement and does not cure such breach within 10 business days; # is in material breach of any representation, warranty, or covenant of Customer under this Agreement and either the breach cannot be cured or, if the breach can be cured, Customer does not cure such breach within 10 business days after Customer’s receipt of written notice of such breach. Customer may terminate this Agreement in the event Avail: # fails to perform any or all of the Strategic Services contracted for, when due under this Agreement; # is in material breach of any representation, warranty, or covenant of Avail made under this Agreement and either the breach cannot be cured or, if the breach can be cured, Avail does not cure such breach within 10 business days after Avail’s receipt of written notice of such breach; or # has # made an assignment for the benefit of creditors, # had substantially all of its assets placed in the control of a receiver or trustee, # filed a voluntary petition for bankruptcy, or sought to effect a plan of liquidation or reorganization, or # had bankruptcy proceedings brought against it by any party or # the purpose of this Agreement is frustrated for any reason including but not limited to government regulations which ban all or any types of flavors or products which are the subject of the Strategic Services contracted for.

Termination. Effective as of July 31, 2019 (the “Termination Date”), the Employee resigned as an employee, officer and director of the Company without “Good Reason” as defined under and pursuant to Employee’s Employment Agreement dated as of December 1, 2019, as amended by that certain First Amended Employment Agreement dated as of March 4,

Termination. Either party shall have the right to terminate this Agreement upon written notice, with or without “Cause” (as defined below), before the expiration of the Term. Whatever the circumstances of the termination may be Employee shall continue to be bound after termination by Articles 5, 6, 7, and 8 of this Agreement. Employee acknowledges that the Company has made no promise to Employee that he will be retained for any particular amount of time and that the Company may terminate Employee’s services for any reason whatsoever. The date of any termination pursuant to this Section 3.1 shall be referred to as the “Termination Date”.

Termination. Anything contained herein to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date, as follows:

Termination. The Consultant and the Company shall have the right to terminate this Agreement for any reason whatsoever or for no reason whatsoever, upon thirty (30) days prior notice to the other.

Termination. Continuance of the Plan is completely voluntary, and is not assumed as a contractual obligation of the Company. The Company shall have the right, at any time, prospectively to discontinue the Plan; provided, however, that such termination shall not operate to reduce the benefit accrued under the Plan as of such termination without the consent of the affected Participant.

Termination. The Plan and all rights of Employees under the Plan will terminate: # on the Purchase Date on which Participants become entitled to purchase a number of Shares greater than the number of reserved Shares remaining available for purchase as set forth in Article XII, or # at any date at the discretion of the Committee. In the event the Plan terminates under circumstances described in (a), above, reserved Shares remaining as of the Termination Date will be made available for purchase by Participants on the Purchase Date on a pro rata basis based on the amount credited to each Participant’s Account. Upon termination of the Plan, each Participant will receive the remaining balance in the Participant’s Account.

Termination. “Termination” means an event by which your then current employment relationship with the Company and all subsidiaries has ended, regardless of whether you are subsequently hired into a new position (including without limitation a position as a consultant), provided that, with respect to any payment hereunder which is deemed to be a non-excluded deferral of compensation under Treasury Regulation § 1.409A-1(b), a Termination will occur only at the time at which you have had a “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h).

Termination. To the extent that a party is or has been delayed or prevented by force majeure from complying with its obligation s under this Agreement, the other party may suspend the performance of its obligations until the contingency is removed. If the party delayed or prevented from complying with its obligations under this Agreement cannot permanently remove the contingency, or if the contingency affecting such party results in a delay extending beyond three (3) months, the other party (upon notice) shall have a right to terminate this Agreement and Section 13, subject to Section 6.4, if applicable, shall apply, with the party delayed or prevented from complying with its obligations under this Agreement deemed to be the non-terminating party.