Common use of Termination Without Just Cause Clause in Contracts

Termination Without Just Cause. In the case of a termination of Executive’s employment hereunder Without Just Cause in accordance with Section 1.6.6, Executive shall be entitled to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer: (i) Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination Date. (ii) Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement. (iii) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000). (iv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s Termination Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available). The Termination Compensation and other benefits provided for in this Section 1.7.3 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.3 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.3 from and after the date of such breach.

Termination Without Just Cause. (a) If Company terminates Employee's employment at any time during the term of this Agreement without Just Cause (as Just Cause is defined in Section 13(a) above) or upon expiration of the Basic term or any renewal term, Company shall provide written notice of its intention to terminate hereunder, and, provided Employee adheres to the covenants set forth in Sections 7, 8, 9, and 10, timely executes a general release of claims in a form satisfactory to Company and agrees to reasonably cooperate with the Company, Company will pay Employee, by regular payroll, an amount based on his Base Salary as of the date of termination, less applicable taxes, as severance pay for the greater of (i) the unexpired portion of the Basic Term or any renewal term, or (ii) eighteen (18) months (the "Severance Period"). The first payment shall be made on the first regular payday occurring after Employee's execution and delivery of the general release of claims. In the case of a termination of Executive’s employment hereunder Without Just Cause event that the Company's working capital position (as determined in accordance with Section 1.6.6Generally Accepted Accounting Procedures) is less than Three Million Dollars ($3,000,000) at the time of termination, Executive Employee shall only be entitled to the following in lieu a Severance Period of any other compensation or benefits nine (under Section 1.4 of this Agreement or otherwise9) from Employer: (i) Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination Datemonths. (iib) Employer From the date of termination until the expiration of the Severance Period, and subject to Employee's fulfillment of the obligations set forth in Section 14(a) and subject to restrictions imposed under applicable tax and other laws and applicable plan provisions, Company shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement. (iii) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with pay the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000). (iv) During the Compensation Continuance Periodcontinuing Employee's medical, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plandental, health care plan, dental care plan, life or other insurance or death benefit planvision, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible, on prescription drug benefits under the same terms as were in effect prior to Executive’s Termination Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage Consolidated Omnibus Budget Reconciliation Act (to the extent commercially available"COBRA"). The Termination Compensation and other benefits provided for by the preceding sentence shall be secondary and supplemental to any like benefits provided by a new employer. No other employee benefits, such as retirement, pension, 401k, savings, stock options or the like, or any other benefits, shall be continued during the Severance Period. Whether or not Employee is entitled to receive, or actually receives, the payments and benefits described in this Section 1.7.3 14, Employee shall be paid bound by Employer the covenants of Sections 7, 8, 9, and 10 provided the Company is not in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations default under Section 1.7.3 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.3 from and after the date of such breach.

Termination Without Just Cause. In the case of a termination of Executive’s employment hereunder Without Just Cause in accordance with Section 1.6.6, Executive shall be entitled to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer: (i) Executive shall receive Termination Compensation each month during the Compensation Continuance PeriodPeriod described in Section 1.7.3(ii) below, subject, however, to Executive’s compliance with Executive’s his Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination Date. (ii) Termination Compensation shall be paid to Executive each month during the period (i.e., the Compensation Continuance Period) commencing with the Commencement Month and ending on the earlier of (1) or (2), where (1) is the first day of the month next following the month in which Executive attains age sixty-five (65), and (2) is the date that coincides with the expiration of the thirty-six (36) month period which began with the Commencement Month. (iii) Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement. (iiiiv) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000). (ivv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s Termination Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available). The Termination Compensation and other benefits provided for in this Section 1.7.3 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.3 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.3 from and after the date of such breach.

Termination Without Just Cause. In the case of a termination of Executive’s employment hereunder Without Just Cause in accordance with Section 1.6.6, Executive shall be entitled to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer: (i) Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination Date. (ii) Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement. (iii) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000). (iv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s Termination Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available). The Termination Compensation and other benefits provided for in this Section 1.7.3 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.3 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.3 from and after the date of such breach.. ▇▇▇▇▇▇ 7.15.1 7

Termination Without Just Cause. In the case of a termination of Executive’s employment hereunder Without Just Cause in accordance with Section 1.6.61.6.5, Executive shall be entitled to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer: (i) Executive shall receive be paid the Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with Executive’s Section 2 covenants in a single lump sum within sixty (including, without limitation, compliance with the noncompetition and nonsolicitation covenants 60) days after such termination of Section 2) for a one (1) year period following Executive’s Termination Dateemployment. (ii) Employer shall use their best efforts to accelerate vesting of any Any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement shall become fully and immediately vested, and the payment or delivery of such awards or benefits shall be accelerated to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement. (iii) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000). (iv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee welfare benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s as of the Termination Date, ; or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available)) at the full cost of Employer. The Termination Compensation and other benefits provided for in this Section 1.7.3 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive incurs a termination of employment pursuant to this Section 1.7.3, Executive shall be subject to all of the provisions of Section 2, including, without limitation, compliance with the noncompetition and nonsolicitation provisions thereof. If Executive breaches Executive’s obligations under Section 1.7.3 or Section 2 of this Agreement2, Executive shall not be entitled to receive any further Termination Compensation or payments or benefits pursuant to this Section 1.7.3 from and after the date of such breach.

Termination Without Just Cause. In Officer's employment under this Agreement may be terminated (i) by the case Company at any time "without just cause" by providing Officer with written notice and (ii) by Officer at any time within twelve (12) months following the occurrence of a Change In Control (as defined in Section 19 herein) for Good Reason (as defined in Section 19). Officer's termination date shall be deemed the date Officer receives his written notice of Executive’s employment hereunder Without Just Cause termination from the Company or the date the Company receives notice from the Officer of his termination in accordance with Section 1.6.68.(ii) herein. In the event of such termination: (a) Subject to compliance by Officer with the provisions of Section 11 herein, Executive the Company shall pay Officer from the termination date for a total of two (2) years or the remaining term of this Agreement, whichever is greater, monthly during his lifetime, an amount equal to his monthly Base Salary on the termination date. (b) Officer shall cease as of the termination date his further participation in the Company's stock option plans, capital accumulation plans, bonus plans, monthly automobile allowance and any other benefit or compensation plan in which Officer participated or was eligible to participate except as set forth in Section 8(c) below. The Officer's termination date shall be utilized for any vesting provisions of the plans listed above in this subparagraph (b). (c) Following termination by the Company without just cause, Officer shall be eligible to obtain COBRA health insurance coverage under the Company's health insurance plan for a period of time generally available to other participants eligible for such coverage. If the Officer elects this COBRA health insurance coverage, Officer's contribution to such coverage will continue at rates contributed by the Company's other officers as may be in effect from time to time while the Officer's COBRA health insurance coverage is in place. While life and disability insurance coverage can not be provided following the Officer's termination under the terms of these group insurance plans, the Company will pay to officer the equivalent amount of the Company's contribution to the premiums for these coverages for the remaining payment term of this contract in an amount equal to the amount contributed by the Company for these coverages for other officers of the Company in effect while Officer's coverage following termination is in place. If Officer maintains COBRA health coverage with the Company upon new employment following termination from the Company, the full cost of the COBRA health insurance coverage shall be the responsibility of the Officer. In addition, upon new employment following termination from the Company, the Company's reimbursement of life and disability insurance premium contributions will also terminate. (d) No payments of Base Salary or of any other type or character shall be made to Officer after Officer becomes sixty five (65) year of age. (e) The Company shall be entitled to offset and reduce any payments due to Officer hereunder by the following amount earned by Officer in lieu of any other compensation or benefits (under Section 1.4 active employment that he may receive during the remaining unexpired payment term of this Agreement from any other source whatsoever, except said funds shall not include income from dividends, investments or otherwise) passive income. As a condition for Officer receiving payments from Employer: (i) Executive shall receive Termination Compensation each month during the Compensation Continuance PeriodCompany, subject, howeverhe agrees to furnish Company annually with full information regarding such other employment, to Executive’s compliance with Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition permit inspection of his records regarding any such employment and nonsolicitation covenants to provide a copy of Section 2) his federal income tax returns for such periods on a one (1) year period following Executive’s Termination Datetimely basis. (iif) Employer The Company shall use their best efforts be entitled to accelerate vesting offset and reduce any payments due to Officer hereunder by the amounts of any unvested unemployment insurance, social security insurance or like benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted received by Code Section 409A or other applicable law and the terms of such plan or arrangementOfficer. (iiig) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with All payments hereunder will cease upon the cost to Employer death of such outplacement services not to exceed Twenty Thousand Dollars ($20,000)Officer. (iv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s Termination Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available). The Termination Compensation and other benefits provided for in this Section 1.7.3 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.3 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.3 from and after the date of such breach.

Termination Without Just Cause. In the case of a termination of Executive’s employment hereunder Without Just Cause in accordance with Section 1.6.6, Executive shall be entitled to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer: (i) Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation covenants covenant of Section 2) for a one (1) year period following Executive’s Termination Date. (ii) Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement. (iii) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000). (iv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s Termination Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available). The Termination Compensation and other benefits provided for in this Section 1.7.3 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under this Section 1.7.3 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.3 from and after the date of such breach.

Termination Without Just Cause. In the case of a termination of Executive’s employment hereunder Without Just Cause in accordance with Section 1.6.6, Executive shall be entitled to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer: (i) Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination Date. (ii) Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement. (iii) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000). (iv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s Termination Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available). The Termination Compensation and other benefits provided for in this Section 1.7.3 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.3 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.3 from and after the date of such breach.. ▇▇▇▇▇▇▇▇▇▇ 7.15.1 7

Termination Without Just Cause. In the case of a termination of Executive’s employment hereunder Without Just Cause in accordance with Section 1.6.61.6.5, Executive shall be entitled to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer: (i) Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination Date. (ii) Employer shall use their best efforts to accelerate vesting of any Any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement shall become fully and immediately vested, and the payment or delivery of such awards or benefits shall be accelerated to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement. (iii) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000). (iv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee welfare benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s (A) as of the Termination Date, or (B) if such plans and programs in effect prior to the Effective Date were, considered together as a whole, materially more generous to the officers of Employer, than as of the Effective Date; or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available)) at the full cost of Employer. (iv) Executive shall receive the Consulting Fee in accordance with Section 3.6. The Termination Compensation and other benefits provided for in this Section 1.7.3 (other than Section 1.7.3(iv)) shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive incurs a termination of employment pursuant to this Section 1.7.3, Executive shall be subject to all of the provisions of Section 2, including, without limitation, compliance with the noncompetition and nonsolicitation provisions thereof. If Executive breaches Executive’s obligations under Section 1.7.3 or Section 2 of this Agreement2, Executive shall not be entitled to receive any further Termination Compensation or payments or benefits pursuant to this Section 1.7.3 from and after the date of such breach.

Termination Without Just Cause. In (a) Provided Employee has not obtained other employment, after the case date of Employee's termination, Company shall commence payment to Employee at the rate of Employee's current Base Salary until such time that Employee obtains other employment, but in no event for longer than a termination period of Executive’s employment hereunder Without Just Cause twelve (12) months. The period described in this sub-paragraph (b) is hereafter referred to as the "Continuation Period". During the Continuation Period, Company will pay up to Employee's current Base Salary in accordance with Section 1.6.6the Company's usual payroll procedures (less withholding taxes and customary employee deductions). If during the Continuation Period, Executive Employee should obtain employment or other work not prohibited hereby and his aggregate compensation pursuant thereto is less than the compensation payable during the Continuation Period, then Company shall pay to Employee an amount equal to the difference between such other compensation and the compensation payable during the Continuation Period; provided that, upon request by Company, Employee shall provide any and all documentation requested to allow Company to assess his aggregate compensation from such other employment or other work. (b) From the date of termination until the expiration of the Continuation Period, and subject to restrictions imposed under applicable tax and other laws and applicable plan provisions, Company shall also continue medical, dental, vision, and prescription drug benefits as may be generally available from time to time to all employees of Company. The benefits provided by the preceding sentence shall be entitled secondary and supplemental to any like benefits provided by another employer. In the event applicable laws prevent, or Company plan documents do not provide for, participation or continuation of Employee as set forth above, then Company will reimburse the Employee for reasonable out-of-pocket costs in obtaining substantially equivalent individual or family coverage, as the case may be. Any continuation coverage that Employee receives or for which he is provided reimbursement during the Continuation Period, as provided for under this sub-paragraph 15(c), shall be credited against his entitlement, if any, to continued coverage at Employee's expense under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"). No other employee benefits, such as retirement, pension, 401k, savings, stock options or the like, or any other benefits, shall be continued. (c) Notwithstanding anything to the following contrary contained in lieu Section 14(a) or (b), for purposes of compliance with the requirements of Section 409A(a) (2)(B)(i) of the Internal Revenue Code and the regulations promulgated thereunder (the "6-Month Delay Requirement"), any other compensation or benefits (payments to be made by Company to Employee under Section 1.4 14(a) or (b) ("Separation Pay") which, if paid as provided in said Section would violate the 6-Month Delay Requirement (specifically for this purpose taking into account the exception provided for under Treasury Regulation Section 1.409A-1(b) (9)(iii)(A) where the Separation Pay does not exceed 200% of this Agreement or otherwise) from Employer: the lesser of (i) Executive shall receive Termination Compensation each month during the Compensation Continuance PeriodEmployee's annualized compensation based upon his annual rate of pay from Company for his taxable year immediately preceding his taxable year in which his termination occurs, subject, however, to Executive’s compliance with Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination Date. or (ii) Employer shall use their best efforts the maximum amount of compensation that may be taken into account under a tax-qualified retirement plan pursuant to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Internal Revenue Code Section 409A or other applicable law and 401(a)(17) for the terms year in which Employee's termination occurs), the payment of such plan or arrangement. (iii) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as Separation Pay shall be designated by Employer, suspended as necessary to comply with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000). (iv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan6-Month Delay Requirement, and any other present or future similar group employee benefit plan or program such payments so suspended for which officers of Employer generally are eligible, such purpose shall be aggregated and paid by Company to Employee in a lump sum on the same terms as were date of the next payment of Separation Pay payable following the end of the applicable suspension period under the 6-Month Delay Requirement. Further, any Separation Pay described in effect prior Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) to Executive’s Termination Date, or, be paid to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available). The Termination Compensation and other benefits provided for in this Section 1.7.3 Employee hereunder shall be paid by Employer no later than the last day of Employee's second taxable year following his taxable year in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.3 or Section 2 of this Agreement, Executive which his termination occurs." (d) Employee shall not be entitled to receive any further Termination Incentive Compensation or benefits pursuant to this Section 1.7.3 from and in respect of any periods after the Employee's date of such breachtermination. (e) Employee shall be bound by the covenants of Sections 7, 8, 9, and 10 provided the Company is not in default under this Agreement.