Common use of Termination for any Reason other than Cause Clause in Contracts

Termination for any Reason other than Cause. If the Executive's employment is terminated by the Company during the Term of Employment for any reason other than Cause: (i) The Company will forgive the outstanding amounts under the Loan and the Executive will be entitled to receive all of the other Employee Benefits set forth in Section 4 of the Severance Agreement and all of the other protections and entitlements set forth in Section 5 of the Severance Agreement; and (ii) For the greater of (a) thirty-six (36) months following the Effective Date or (b) eighteen (18) months following the date of the Executive?s termination of employment, the Company will arrange to provide the Executive and his eligible dependents with Employee Benefits (excluding retirement, deferred compensation and stock option, stock purchase, stock appreciation or similar compensatory benefits) that are substantially similar to those that the Executive and such dependents were receiving or entitled to receive immediately prior to the effective date of the Executive's termination of employment, except that the level of any such Employee Benefits to be provided to the Executive and such dependents may be reduced in the event of a corresponding reduction generally applicable to all senior executives. If and to the extent that any benefit described in this Section 5(d)(ii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment of such Employee Benefits to the Executive, his dependents and his beneficiaries. Employee Benefits otherwise receivable by the Executive pursuant to this Section 5(d)(ii) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the effective date of the Executive's termination of employment, and any such benefits actually received by the Executive must be reported by the Executive to the Company.

Termination for any Reason other than Cause. If In the Executive's employment event that this Agreement is terminated by the Company during without Cause, or due to the Term death or Permanent Disability of Employment the Executive, by the Executive for any reason other than Cause: reason, or if this Agreement is not extended at the end of the Term, the Executive shall receive as a termination settlement the sum of (i) The Company will forgive Three Hundred Seventy-Five Thousand Dollars ($375,000) plus (ii) 25% of the outstanding amounts under amount of his annual Base Salary as due for the Loan and remainder of the Term (the "Termination Payment") payable in a lump sum within seven (7) days after the effective date of termination. In addition to the Termination Payment, the Executive will shall receive that portion of the Performance Bonus established by the Company for the Executive for the fiscal year in which termination of employment occurs (or, if at the end of a year, the full Performance Bonus due for such year) equal to (i) that percentage of such fiscal year during which the Executive was employed by the Company multiplied by (ii) the Performance Bonus due and earned for such full fiscal year (based upon the level of the target EBITDA achieved for such fiscal year or any other criteria established by the Board ("Target")), payable when that Performance Bonus would otherwise normally be paid by the Company; provided, however, that if the Company does not achieve the minimum Target for such fiscal year, but the Company pays a performance bonus to all other senior executives of the Company (i.e. executives entitled to receive a bonus of 50% of their base salaries for achievement of the target EBITDA) for such fiscal year, based on a specified percentage of their base salaries, for purposes of calculating the Executive's Performance Bonus for the such fiscal year, the same percentage of base salary shall apply to Executive. In addition to the Termination Payment and bonus payment, unless termination is due to the Executive's death, the Executive shall continue to be entitled to receive all of the other Employee Benefits benefits set forth in Section 4 of the Severance Agreement and all of the other protections and entitlements set forth in Section 5 of the Severance Agreement; and (ii) For the greater 8 for a period of (ax) thirty-six twelve (3612) months following the Effective Date or (b) eighteen (18) months following the date of the Executive?s termination of employment, the Company will arrange to provide the Executive and his eligible dependents with Employee Benefits (excluding retirement, deferred compensation and stock option, stock purchase, stock appreciation or similar compensatory benefits) that are substantially similar to those that the Executive and such dependents were receiving or entitled to receive immediately prior to the effective date of the Executive's termination of employment, except that the level of any such Employee Benefits to be provided to the Executive and such dependents may be reduced in the event of a corresponding reduction generally applicable to all senior executives. If and to the extent that any benefit described in this Section 5(d)(ii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment of such Employee Benefits to the Executive, his dependents and his beneficiaries. Employee Benefits otherwise receivable by the Executive pursuant to this Section 5(d)(ii) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the effective date of the Executive's termination of employment, and any such benefits actually received or (y) if termination is by the Company without Cause, for the remainder of the Term and an additional period of twelve (12) months. The Executive must be reported shall have no obligation to mitigate the amount of the Termination Payment provided for herein by the Executive to the Companyseeking other employment or otherwise.