Common use of Terms of Termination Clause in Contracts

Terms of Termination. a. The Employers shall promptly pay to the Executive all unpaid Base Salary, as defined in Section 3 of the Executive Employment Agreement, and provide the Executive with all benefits and expense reimbursements to which the Executive is entitled, through and including the date of termination. b. The Employers shall pay to the Executive the sum of $40,833.33 every one-half month for a term from the date of termination until the first to occur of (i) the receipt by the Executive of twenty-four (24) such payments or (ii) until such time as the Executive commences employment on a full time or substantially full time basis with another employer; provided, however, that in no event shall the Executive receive fewer than twelve (12) such payments. The Employers may cause these payments to be made to the Executive through the normal SFC payroll system. c. The Employers shall continue health and life insurance benefits for the Executive and his family for a period of 12 months after the date of termination, provided, however, that such benefits may be terminated on 30 days written notice to the Executive once the Executive and his family are eligible to receive generally comparable benefits from another source. d. With respect to the subordinated debentures and common stock of SFAC purchased by the Executive while he was employed by the Employers, the Parties agree as follows: (i) that certain Limited Recourse Secured Promissory Note dated as of June 15, 1995 in the principal amount of $290,681.28 (the "Note") is deemed to be in default; (ii) pursuant to the Note and the related Pledge Agreement, the Executive is delivering to SFAC certain pledged security which consists of (x) Discount Debentures in the principal amount of $280,734.65 with a current accreted value of $172,034.04, and (y) 163,268 shares of common stock with a value of $118,647.24 if valued at Founder's Cost of .726703211 per share; (iii)the Note shall be marked "CANCELED" and returned to the Executive; and (iv) the remaining 331,574 shares of common stock of SFAC outstanding in the name of the Executive shall be deemed to be fully vested and shall be returned to the possession of the Executive. e. The Employers and the Executive acknowledge that that certain Non-Qualified Stock Option Agreement dated February 1, 1994, that certain Non-Qualified Stock Option Agreement dated as of February 1, 1995, that certain Performance Stock Option Agreement dated February 1, 1994 and that certain Performance Stock Option Agreement dated November 17, 1994, each between SFAC and the Executive are each hereby declared to be null and void and without future effect. Upon the execution of this Agreement, that certain Non-Qualified Stock Option Agreement dated as of November 17, 1994 shall be amended and restated and reissued to the Executive in the form of the Amended and Restated Option Agreement set forth as EXHIBIT 1 to this Agreement. f. All payments made to the Executive under subparagraphs (a) and (b) above shall be subject to such deductions or amounts withheld as required by applicable laws and regulations.