Common use of Termination for Cause or without Cause Clause in Contracts

Termination for Cause or without Cause. A. The employment of Executive under this Agreement, and the Term hereof, may be terminated by the Company for Cause at any time. If the Company properly terminates Executive's employment hereunder for Cause, it shall be without liability to Executive except for all amounts and benefits accrued and due but not paid to the date of such termination. For all purposes of this Agreement, the term "Cause" means: (1) Executive's fraud, dishonesty, willful misconduct or gross or persistent negligence in the performance of his duties hereunder, including willful failure to perform such duties as may properly be assigned him hereunder; (2) Executive's material breach of any provision of this Agreement; or (3) Executive's failure to qualify (or, having so qualified, being thereafter disqualified or suspended) under any suitability or licensing requirement to which Executive may be subject by reason of his position with the Company or any of its affiliates or subsidiaries, under the laws of any applicable gaming regulatory body, except that any such failure to qualify or disqualification or suspension resulting from Executive's corporate conduct, rather than individual conduct, shall not constitute "Cause" hereunder. B. Any termination for Cause shall not be in limitation of any other right or remedy the Company may have under law, pursuant to this Agreement or otherwise. C. In the event that the Company exercises its right to terminate this Agreement for Cause, Executive shall have the right to challenge such action by seeking arbitration in the manner provided in Paragraph 9. D. The employment of Executive under this Agreement may be terminated without Cause at any time upon written notice to Executive. (A non-renewal of the Term shall not be treated as a Termination without Cause.) In such case the Company shall have no liability arising out of such termination except that Executive shall be paid (a) the Base Salary for the balance of the Term or for a period of twelve months, whichever is greater, paid in accordance with the regular payroll practices of the Company, plus (b) a lump sum amount equal to the greater of the average of the Annual Bonuses, if any, paid to the Executive for the three prior years or the amount of the Annual Bonus, if any, paid for the prior year. If any Annual Bonus was pro-rated, then, for purposes of this subsection, such bonus will be calculated on a full year basis. E. Fifty percent of amounts paid after termination hereunder shall be consideration for the Executive's undertaking not to breach the terms of the covenants contained in Paragraph 6 hereof. The Company shall also pay to the Executive, in a lump sum in cash within ten (10) days after the date of termination, the Executive's accrued but unpaid cash compensation (the "Accrued Obligations"), which shall include but not be limited to: (1) any portion of the Executive's Annual Base Salary through the date of termination that has not yet been paid and an amount representing the Annual Bonus for the year of termination determined at the target rate under the Company's then applicable incentive bonus plan, and multiplying that amount by a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365 (the "Annual Bonus Amount"); (2) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereof) that has not yet been paid; (3) any earned but unpaid vacation pay; and (4) similar unpaid items that have accrued or to which the Executive has become entitled as of the date of termination, including declared but unpaid bonuses and unreimbursed employee business expenses, and provided further that the Company's obligation to make any payments under this Paragraph 8, to the extent that any such payment shall not have accrued as of the day before the date of termination shall also be conditioned upon the Executive's execution, and non-revocation, of a written release, substantially in the form attached hereto as Annex 1 (the "Release"), of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive's employment by the Company (other than any entitlements under the terms of this Agreement or under any other plans or programs of the Company in which the Executive participated and under which the Executive has accrued or become entitled to a benefit), or the termination thereof. F. In the event of a Change of Control (as defined below), and the successor in control, without cause, terminates this Employment Agreement, Executive shall be paid in lump sum twenty four months of Base Salary or an amount equal to his Base Salary for the balance of the term of this Agreement, whichever is greater, and the greater of the (i) average of the bonuses, if any, paid to Executive by the Company for the three prior years or (ii) bonus, if any, for the prior year. If the successor in control changes Executive's title or substantially changes his duties or functions from those which he previously performed hereunder, as particularly described herein, the successor in control shall be deemed to have constructively terminated Executive's services without cause.

Termination for Cause or without Cause. A. The employment of Executive under this Agreement, and the Term hereof, may be terminated by the Company for Cause at any time. If the Company properly terminates Executive's employment hereunder for Cause, it shall be without liability to Executive except for all amounts and benefits accrued and due but not paid to the date of such termination. For all purposes of this Agreement, the term "Cause" means: (1) Executive's material fraud, dishonesty, willful misconduct or gross or persistent negligence in the performance of his her duties hereunder, including willful failure to perform such duties as may properly be assigned him her hereunder; (2) Executive's material breach of any provision of this Agreement; or (3) Executive's failure to qualify (or, or having so qualified, qualified being thereafter disqualified or suspended) under any suitability or licensing requirement to which Executive may be subject by reason of his her position with the Company or any of its affiliates or subsidiaries, under the laws of any applicable gaming regulatory bodyNevada or New Jersey, except that any such failure to qualify or disqualification or suspension resulting from Executive's corporate conduct, rather than individual conduct, shall not constitute "Cause" hereunder. B. Any termination for Cause shall not be in limitation of any other right or remedy the Company may have under law, pursuant to this Agreement or otherwise. C. In the event that the Company exercises its right to terminate this Agreement for Cause, Executive shall have the right to challenge such action by seeking arbitration in the manner provided in Paragraph 9. D. The employment of Executive under this Agreement may be terminated without Cause at any time upon written notice to Executive. (A non-renewal of the Term shall not be treated as a Termination without Cause.) In such case the Company shall have no liability arising out of such termination except that as follows: (1) Executive shall be paid (a) the Base Salary for the balance of the Term or for a period of twelve months, whichever is greater, paid in accordance with the regular payroll practices of the Company, plus (b) a lump sum amount equal to the greater of the average of the Annual Bonuses, if any, paid to the Executive for the three prior years or the amount of the Annual Bonus, if any, paid for the prior year; (2) Any remaining unvested options or stock retention units shall be vested, and (3) Executive shall be entitled to continuation of health and dental benefits for the remaining portion of the otherwise applicable Term. If any Annual Bonus was pro-rated, then, for purposes of this subsection, such bonus will be calculated on a full year basis. E. Fifty percent of amounts paid after termination hereunder shall be consideration for the Executive's undertaking not to breach the terms of the covenants contained in Paragraph 6 hereof. The Company shall also pay to the Executive, in a lump sum in cash within ten (10) days after the date of termination, the Executive's accrued but unpaid cash compensation (the "Accrued Obligations"), which shall include but not be limited to: (1) any portion of the Executive's Annual Base Salary through the date of termination that has not yet been paid and an amount representing the Annual Bonus for the year of termination determined at the target rate under the Company's then applicable incentive bonus plan, and multiplying that amount by a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365 (the "Annual Bonus Amount"); (2) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereof) that has not yet been paid; (3) any earned but unpaid vacation pay; and (4) similar unpaid items that have accrued or to which the Executive has become entitled as of the date of termination, including declared but unpaid bonuses and unreimbursed employee business expenses, and provided further that the Company's obligation to make any payments under this Paragraph 8Section, to the extent that any such payment shall not have accrued as of the day before the date of termination shall also be conditioned upon the Executive's execution, and non-revocation, of a written release, substantially in the form attached hereto as Annex 1 (the "Release"), of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive's employment by the Company (other than any entitlements under the terms of this Agreement or under any other plans or programs of the Company in which the Executive participated and under which the Executive has accrued or become entitled to a benefit), or the termination thereof. F. E. In the event of a Change of Control (as defined belowin the Change of Control Agreement), and the successor in control, without cause, terminates this Employment Agreement, Executive shall be paid have certain rights as set forth in lump sum twenty four months a separate agreement (a "Change of Base Salary or an amount equal to his Base Salary for the balance Control Agreement") of the term of this Agreement, whichever is greater, even date herewith by and between Executive and the greater of the (i) average of the bonuses, if any, paid to Executive by the Company for the three prior years or (ii) bonus, if any, for the prior year. If the successor in control changes Executive's title or substantially changes his duties or functions from those which he previously performed hereunder, as particularly described herein, the successor in control shall be deemed to have constructively terminated Executive's services without causeCompany.

Termination for Cause or without Cause. A. The employment of Executive under this Agreement, and the Term hereof, may be terminated by the Company for Cause at any time. If the Company properly terminates Executive's employment hereunder for Cause, it shall be without liability to Executive except for all amounts and benefits accrued and due but not paid to the date of such termination. For all purposes of this Agreement, the term "Cause" means: (1) Executive's material fraud, dishonesty, willful misconduct or gross or persistent negligence in the performance of his duties hereunder, including willful failure to perform such duties as may properly be assigned him hereunder; (2) Executive's material breach of any provision of this Agreement; or (3) Executive's failure to qualify (or, or having so qualified, qualified being thereafter disqualified or suspended) under any suitability or licensing requirement to which Executive may be subject by reason of his position with the Company or any of its affiliates or subsidiaries, under the laws of any applicable gaming regulatory bodyjurisdiction, except that any such failure to qualify or disqualification or suspension resulting from Executive's corporate conduct, rather than individual conduct, shall not constitute "Cause" hereunder. B. Any termination for Cause shall not be in limitation of any other right or remedy the Company may have under law, pursuant to this Agreement or otherwise. C. If the Company believes that Executive has engaged in conduct that would be cause for termination of this Agreement, the Company shall give written notice of the grounds for such action and may suspend Executive with pay until such time as the Company has made a decision whether to terminate Executive for cause. Unless such cause constitutes a crime or jeopardizes the safety or welfare of the Company's property, employees, customers or licenses (in which case no cure period shall apply), Executive shall have 30 days to cure such grounds to the Company's satisfaction. In the event that the Company exercises its right to terminate this Agreement for Cause, Executive shall have the right to challenge such action by seeking arbitration in the manner provided in Paragraph 9. D. The employment of Executive under this Agreement may be terminated without Cause at any time upon written notice to Executive. (A non-renewal of the Term shall not be treated as a Termination without Cause.) In such case the Company shall have no liability arising out of such termination except that as follows: (1) Executive shall be paid (a) the Base Salary for the balance of the Term or for a period of twelve months, whichever is greater, paid in accordance with the regular payroll practices of the Company, plus (b) a lump sum amount equal to the greater of the average of the Annual Bonuses, if any, paid to the Executive for the three prior years or the amount of the Annual Bonus, if any, paid for the prior year. If any Annual Bonus was pro-rated, then, for purposes ; (2) Any remaining unvested options or stock retention units that would have vested during the applicable Term of this subsectionAgreement shall be vested, such bonus will and (3) Executive shall be calculated on a full year basis. E. entitled to continuation of health and dental benefits for the remaining portion of the otherwise applicable Term. Fifty percent of amounts paid after termination hereunder shall be consideration for the Executive's undertaking not to breach the terms of the covenants contained in Paragraph 6 hereof. The Company shall also pay to the Executive, in a lump sum in cash within ten (10) days after the date of termination, the Executive's accrued but unpaid cash compensation (the "Accrued Obligations"), which shall include but not be limited to: (1) any portion of the Executive's Annual Base Salary through the date of termination that has not yet been paid and an amount representing the Annual Bonus for the year of termination determined at the target rate under the Company's then applicable incentive bonus plan, and multiplying that amount by a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365 (the "Annual Bonus Amount"); (2) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereof) that has not yet been paid; (3) any earned but unpaid vacation pay; and (4) similar unpaid items that have accrued or to which the Executive has become entitled as of the date of termination, including declared but unpaid bonuses and unreimbursed employee business expenses, and provided further that the Company's obligation to make any payments under this Paragraph paragraph 8, to the extent that any such payment shall not have accrued as of the day before the date of termination shall also be conditioned upon the Executive's execution, and non-revocation, of a written release, substantially in the form attached hereto as Annex 1 (the "Release"), of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive's employment by the Company (other than any entitlements under the terms of this Agreement or under any other plans or programs of the Company in which the Executive participated and under which the Executive has accrued or become entitled to a benefit), or the termination thereof. F. E. In the event of a Change of Control (as defined belowin the Change of Control Agreement), and the successor in control, without cause, terminates this Employment Agreement, Executive shall be paid have certain rights as set forth in lump sum twenty four months a separate agreement (a "Change of Base Salary or an amount equal to his Base Salary for the balance Control Agreement") of the term of this Agreement, whichever is greater, even date herewith by and between Executive and the greater of the (i) average of the bonuses, if any, paid to Executive by the Company for the three prior years or (ii) bonus, if any, for the prior year. If the successor in control changes Executive's title or substantially changes his duties or functions from those which he previously performed hereunder, as particularly described herein, the successor in control shall be deemed to have constructively terminated Executive's services without causeCompany.

Termination for Cause or without Cause. A. The employment of Executive under this Agreement, and the Term hereof, may be terminated by the Company for Cause at any time. If the Company properly terminates Executive's employment hereunder for Cause, it shall be without liability to Executive except for all amounts and benefits accrued and due but not paid to the date of such termination. For all purposes of this Agreement, the term "Cause" means: (1) Executive's material fraud, dishonesty, willful misconduct or gross or persistent negligence in the performance of his duties hereunder, including willful failure to perform such duties as may properly be assigned him hereunder; (2) Executive's material breach of any provision of this Agreement; or (3) Executive's failure to qualify (or, or having so qualified, qualified being thereafter disqualified or suspended) under any suitability or licensing requirement to which Executive may be subject by reason of his position with the Company or any of its affiliates or subsidiaries, under the laws of any applicable gaming regulatory bodyNevada or New Jersey, except that any such failure to qualify or disqualification or suspension resulting from Executive's corporate conduct, rather than individual conduct, shall not constitute "Cause" hereunder. B. Any termination for Cause shall not be in limitation of any other right or remedy the Company may have under law, pursuant to this Agreement or otherwise. C. In the event that the Company exercises its right to terminate this Agreement for Cause, Executive shall have the right to challenge such action by seeking arbitration in the manner provided in Paragraph 9. D. The employment of Executive under this Agreement may be terminated without Cause at any time upon written notice to Executive. (A non-renewal of the Term shall not be treated as a Termination without Cause.) In such case the Company shall have no liability arising out of such termination except that as follows: (1) Executive shall be paid (a) the an amount equal to Base Salary for the balance of the Term or for a period of twelve months, whichever is greater, paid in accordance with the regular payroll practices of the Companya lump sum no later than 10 days after termination, plus (b) a lump sum an amount equal to the greater of the average of the Annual Bonuses, if any, paid to the Executive for the three prior years or the amount of the Annual Bonus, if any, paid for the prior year, paid in a lump sum no later than 10 days after termination; (2) Any remaining unvested options or stock retention units shall be vested, and (3) Executive and family shall be entitled to continuation of health (including prescription) and dental benefits for the remaining portion of the otherwise applicable Term after which the provisions of Section 9C shall apply, regardless of Executive's age. If any Annual Bonus was pro-rated, then, for purposes of this subsection, such bonus will be calculated on a full year basis. E. Fifty percent of amounts paid after termination hereunder shall be consideration for the Executive's undertaking not to breach the terms of the covenants contained in Paragraph 6 hereof. The Company shall also pay to the Executive, in a lump sum in cash within ten (10) days after the date of termination, the Executive's accrued but unpaid cash compensation (the "Accrued Obligations"), which shall include but not be limited to: (1) any portion of the Executive's Annual Base Salary through the date of termination that has not yet been paid and an amount representing the Annual Bonus for the year of termination determined at the target rate under the Company's then applicable incentive bonus plan, and multiplying that amount by a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365 (the "Annual Bonus Amount"); (2) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereof) that has not yet been paid; (3) any earned but unpaid vacation pay; and (4) similar unpaid items that have accrued or to which the Executive has become entitled as of the date of termination, including declared but unpaid bonuses and unreimbursed employee business expenses, and provided further that the Company's obligation to make any payments under this Paragraph 8Section, to the extent that any such payment shall not have accrued as of the day before the date of termination shall also be conditioned upon the Executive's execution, and non-revocation, of a written release, substantially in the form attached hereto as Annex 1 (the "Release"), of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive's employment by the Company (other than any entitlements under the terms of this Agreement or under any other plans or programs of the Company in which the Executive participated and under which the Executive has accrued or become entitled to a benefit), or the termination thereof. F. D. In the event of a Change of Control (as defined belowin the Change of Control Agreement), and the successor in control, without cause, terminates this Employment Agreement, Executive shall be paid have certain rights as set forth in lump sum twenty four months a separate agreement (a "Change of Base Salary or an amount equal to his Base Salary for the balance Control Agreement") of the term of this Agreement, whichever is greater, even date herewith by and between Executive and the greater of the (i) average of the bonuses, if any, paid to Executive by the Company for the three prior years or (ii) bonus, if any, for the prior year. If the successor in control changes Executive's title or substantially changes his duties or functions from those which he previously performed hereunder, as particularly described herein, the successor in control shall be deemed to have constructively terminated Executive's services without causeCompany.

Termination for Cause or without Cause. A. The employment of Executive under this Agreement, and the Term hereof, may be terminated by the Company for Cause at any time. If the Company properly terminates Executive's employment hereunder for Cause, it shall be without liability to Executive except for all amounts and benefits accrued and due but not paid to the date of such termination. For all purposes of this Agreement, the term "Cause" means: (1) Executive's material fraud, dishonesty, willful misconduct or gross or persistent negligence in the performance of his duties hereunder, including willful failure to perform such duties as may properly be assigned him hereunder; (2) Executive's material breach of any provision of this Agreement; or (3) Executive's failure to qualify (or, having so qualified, being thereafter disqualified or suspended) under any suitability or licensing requirement requirements to which Executive may be subject by reason of his position with the Company or any of its affiliates or subsidiaries, under the laws of any applicable gaming regulatory bodyjurisdiction, except that any such failure to qualify or disqualification or suspension resulting from Executive's corporate conduct, rather than individual conduct, shall not constitute "Cause" hereunder. B. Any termination for Cause shall not be in limitation of any other right or remedy the Company may have under law, pursuant to this Agreement or otherwise. C. If the Company believes the Executive has engaged in conduct that would be cause for termination of this Agreement, the Company shall give written notice of the grounds for such action and may suspend Executive with pay until such time as the Company has made a decision whether to terminate Executive for Cause. Unless such cause constitutes a crime or jeopardizes the safety or welfare of the Company's properly, employees, customers or licenses (in which case no cure period shall apply), Executive shall have 30 days to cure such grounds to the Company's satisfaction. In the event that the Company exercises its right to terminate this Agreement for Cause, Executive shall have the right to challenge such action by seeking arbitration in the manner provided in Paragraph 9. D. The employment of Executive under this Agreement may be terminated without Cause at any time upon written notice to Executive. (A non-renewal of the Term shall not be treated as a Termination without Cause.) In such case case, the Company shall have no liability arising out of such termination except that as follows: (1) Executive shall be paid (a) the Base Salary for the balance of the Term or for a period of twelve months, whichever is greater, paid in accordance with the regular payroll practices of the Company, plus (b) a lump sum amount equal to the greater of the average of the Annual Bonuses, if any, paid to the Executive for the three prior years or the amount of the Annual Bonus, if any, paid for the prior year. If any Annual Bonus was pro-rated, then, for purposes ; (2) Any remaining unvested options or stock retention units that would have vested during the applicable Term of this subsectionAgreement shall be vested, such bonus will and (3) Executive shall be calculated on a full year basis. E. entitled to continuation of health and dental benefits for the remaining portion of the otherwise applicable Term. Fifty percent of amounts paid after termination hereunder shall be consideration for the Executive's undertaking not to breach the terms of the covenants contained in Paragraph 6 hereof. The Company shall also pay to the Executive, in a lump sum in cash within ten (10) days after the date of termination, the Executive's accrued but unpaid cash compensation (the "Accrued Obligations"), which shall include but not be limited to: (1) any portion of the Executive's Annual Base Salary through the date of termination that has not yet been paid and an amount representing the Annual Bonus for the year of termination determined at the target rate under the Company's then applicable incentive bonus plan, and multiplying that amount by a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365 (the "Annual Bonus Amount"); (2) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereof) that has not yet been paid; (3) any earned but unpaid vacation pay; and (4) similar unpaid items that have accrued or to which the Executive has become entitled as of the date of termination, including declared but unpaid bonuses and unreimbursed employee business expenses, and provided further that the Company's obligation to make any payments under this Paragraph 8, to the extent that any such payment shall not have accrued as of the day before the date of termination shall also be conditioned upon the Executive's execution, and non-revocation, of a written release, substantially in the form attached hereto as Annex 1 (the "Release"), of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive's employment by the Company (other than any entitlements under the terms of this Agreement or under any other plans or programs of the Company in which the Executive participated and under which the Executive has accrued or become entitled to a benefit), or the termination thereof. F. E. In the event of a Change of Control (as defined belowin the Change of Control Agreement), and the successor in control, without cause, terminates this Employment Agreement, Executive shall be paid have certain rights as set forth in lump sum twenty four months a separate agreement (a "Change of Base Salary or an amount equal to his Base Salary for the balance Control Agreement") of the term of this Agreement, whichever is greater, even date herewith by and between Executive and the greater of the (i) average of the bonuses, if any, paid to Executive by the Company for the three prior years or (ii) bonus, if any, for the prior year. If the successor in control changes Executive's title or substantially changes his duties or functions from those which he previously performed hereunder, as particularly described herein, the successor in control shall be deemed to have constructively terminated Executive's services without causeCompany.

Termination for Cause or without Cause. A. The employment of Executive under this Agreement, and the Term hereof, may be terminated by the Company for Cause at any time. If the Company properly terminates Executive's employment hereunder for Cause, it shall be without liability to Executive except for all amounts and benefits accrued and due but not paid to the date of such termination. For all purposes of this Agreement, the term "Cause" means: (1) Executive's fraud, dishonesty, willful misconduct or gross or persistent negligence in the performance of his duties hereunder, including willful failure to perform such duties as may properly be assigned him hereunder; (2) Executive's material breach of any provision of this Agreement; or (3) Executive's failure to qualify (or, having so qualified, being thereafter disqualified or suspended) under any suitability or licensing requirement to which Executive may be subject by reason of his position with the Company or any of its affiliates or subsidiaries, under the laws of any applicable gaming regulatory body, except that any such failure to qualify or disqualification or suspension resulting from Executive's corporate conduct, rather than individual conduct, shall not constitute "Cause" hereunder. B. Any termination for Cause shall not be in limitation of any other right or remedy the Company may have under law, pursuant to this Agreement or otherwise. C. In the event that the Company exercises its right to terminate this Agreement for Cause, Executive Airspan shall have the right to terminate S▇▇▇▇▇▇▇▇▇ for Cause, as defined herein. Upon a termination for Cause, S▇▇▇▇▇▇▇▇▇ shall be paid the deferred compensation, accumulated leave and COBRA benefits described in Section 3(b) above, the value of his then-vested Restricted Stock Options (RSUs) (to the extent not paid or settled at the time of termination), as well as his accumulated vacation and sick leave, pro-rated bonus and any payments for his salary to the date of termination, but shall not be entitled to payment of the Senior Management Incentive Program benefit. S▇▇▇▇▇▇▇▇▇ may challenge or dispute any termination for Cause by requesting final and binding arbitration within thirty days of notice of such action termination. S▇▇▇▇▇▇▇▇▇ shall continue to receive all pay and benefits for the time before and after requesting arbitration, and through the date of an arbitration award. The arbitration fees and costs, including attorney’s fees, shall be paid by seeking arbitration in Airspan, and the manner provided in Paragraph 9. D. The American Arbitration Association rules for employment of Executive under this Agreement may be terminated disputes shall apply to such arbitration. Any termination by Airspan without Cause at any time upon written notice to Executive. (A Cause, Transaction, resignation for Good Reason or non-renewal of this Agreement shall entitle S▇▇▇▇▇▇▇▇▇ to payment of the Term shall not Management Incentive Payment (as provided above, the Management Incentive Plan payment will only be treated paid if a Transaction occurs within six months after termination), as a Termination without Cause.well as all deferred compensation, salary and benefits to date, COBRA reimbursement, and accrued vacation and sick leave payments. For the avoidance of doubt, any payment made to S▇▇▇▇▇▇▇▇▇ under this paragraph and/or pursuant to Section 3(b) In such case the Company shall have no liability arising out of such termination except that Executive above shall be paid as soon as administratively practicable and in no event later than sixty (a60) days from the Base Salary for date a separation from service or other qualifying event occurs, although in the balance event of the Term foreclosure or for a period of twelve months, whichever is greater, paid in accordance with the regular payroll practices of the Company, plus (b) a lump sum amount equal to the greater of the average of the Annual Bonuses, if any, paid to the Executive for the three prior years or the amount of the Annual Bonus, if any, paid for the prior year. If any Annual Bonus was pro-rated, then, for purposes of this subsection, bankruptcy such bonus will be calculated on a full year basis. E. Fifty percent of amounts paid after termination hereunder payments shall be consideration for the Executive's undertaking not to breach the terms of the covenants contained in Paragraph 6 hereof. The Company shall also pay to the Executive, in a lump sum in cash made within ten (10) days after the date days; provided that, any payment of termination, the Executive's accrued but unpaid cash compensation (the "Accrued Obligations"), which shall include but not Deferred Compensation that is required to be limited to: (1) any portion delayed by six months pursuant to Section 409A of the Executive's Annual Base Salary through the date of termination that has not yet been paid and an amount representing the Annual Bonus for the year of termination determined at the target rate under the Company's then applicable incentive bonus plan, and multiplying that amount by a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365 (the "Annual Bonus Amount"); (2) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereof) that has not yet been paid; (3) any earned but unpaid vacation pay; and (4) similar unpaid items that have accrued or to which the Executive has become entitled as of the date of termination, including declared but unpaid bonuses and unreimbursed employee business expenses, and provided further that the Company's obligation to make any payments under this Paragraph 8, to the extent that any such payment shall not have accrued as of the day before the date of termination shall also be conditioned upon the Executive's execution, and non-revocation, of a written release, substantially in the form attached hereto as Annex 1 (the "Release"), of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive's employment by the Company (other than any entitlements under the terms of this Agreement or under any other plans or programs of the Company in which the Executive participated and under which the Executive has accrued or become entitled to a benefit), or the termination thereof. F. In the event of a Change of Control (as defined below), and the successor in control, without cause, terminates this Employment Agreement, Executive Internal Revenue Code shall be paid as soon as administratively practicable in lump sum twenty four months a manner that does not violate the requirements of Base Salary or an amount equal to his Base Salary for the balance Section 409A of the term Internal Revenue Code, as described in Sections 3(b) and 6(a) of this Agreement, whichever is greater, and the greater of the (i) average of the bonuses, if any, paid to Executive by the Company for the three prior years or (ii) bonus, if any, for the prior year. If the successor in control changes Executive's title or substantially changes his duties or functions from those which he previously performed hereunder, as particularly described herein, the successor in control shall be deemed to have constructively terminated Executive's services without cause.