Common use of Earlier Termination Clause in Contracts

Earlier Termination. (a) If the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"). (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (as set forth in subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus Fraction. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct or other criminal conduct.

Earlier Termination. (a) If the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"). (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive successive months or for shorter periods aggregating nine months in any calendar year, the directors of the Company may determine (as set forth determine, on the basis of medical evidence satisfactory to the Company, in subsection (d) below) the Company's sole discretion, that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to in accordance with Section 8 hereof. (b) Except as otherwise provided in this Agreement, if the Executive all monies due hereunder prorated through shall die during the last day term of this Agreement, this Agreement shall be deemed to have been terminated as of the month during which such termination shall occur, as well as a bonus equal to the product date of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 death of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus FractionExecutive. (c) The Company, by written notice to the Executive specifying the reason thereforExecutive, may terminate this Agreement for Cause as determined pursuant to subsection (d) belowproper cause. As used herein, "Causeproper cause" shall be defined as actions mean (i) the willful and continued failure by the Executive to substantially perform his duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure resulting from termination by the Executive for Good Reason (as defined below)) after a written demand for substantial performance is delivered to the Executive by the directors of the Company, which constitute malfeasancedemand specifically identifies the manner in which the directors believe that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. Malfeasance includesFor purposes of this subsection 6(c), but is no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not limited toopposed to the best interests of the Company and its shareholders. Notwithstanding the foregoing, the Executive engaging shall not be deemed to have been terminated for proper cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of all of the directors of the Company at a meeting of the directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with counsel of his choosing, to be heard before the directors not less than 10 business days after the giving of such notice), finding that in fraudthe good faith opinion of the directors, dishonest the Executive conducted himself as set forth above in clause (i) or (ii) of the first sentence of this subsection 6(c) and specifying the particulars of such conduct or other criminal conductin detail. (d) The Executive may terminate this Agreement for "Good Reason" if any of the following events occurs:

Earlier Termination. (a) If the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies Base Compensation due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"). (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar yearduring the term of this Agreement, the Company may determine (as set forth in subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to the Executive all monies Base Compensation due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus Fraction. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions or inactions by the Executive which constitute gross negligence, gross misconduct, willful misconduct, dishonest conduct, malfeasance, misfeasance or nonfeasance, criminal conduct, fraud, a material breach of any duties, responsibilities or obligations hereunder, or habitual abuse of drugs or alcohol or conviction by a court, arbitration panel or other tribunal of competent jurisdiction, found liable for or confessed to any act of larceny, embezzlement, conversion or any act involving the misappropriation of funds in the course of his employment hereunder. Malfeasance includes, but In the event that the Executive is not limited toterminated for Cause, the Executive engaging shall be paid the Executive's full Base Compensation through the date of termination at the rate in fraud, dishonest conduct or other criminal conducteffect at the time notice of termination is given to the Executive and the Company shall thereafter have no further obligations to the Executive under this Agreement.

Earlier Termination. (a) If the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"). (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (as set forth in subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus Fraction. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance(i) fraud, illegal or willful misconduct or dishonest conduct, (ii) a breach of any duties, responsibilities or obligations hereunder or (iii) habitual abuse of drugs or alcohol. Malfeasance includes, but is not limited toIn such event, the Executive engaging shall be paid the Executive's full base salary through the date of termination at the rate in fraud, dishonest conduct or other criminal conducteffect at the time notice of termination is given and the Company shall thereafter have no further obligations to this Executive under this Agreement.

Earlier Termination. (a) If the Executive shall die during the term of this Third Amended and Restated Agreement, this Third Amended and Restated Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive or into the Wellsford Real Properties, Inc. Deferred Compensation Plan as a bonus on his behalf for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction").; (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Third Amended and Restated Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (as set forth in subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Third Amended and Restated Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Third Amended and Restated Agreement is terminated through the last day of the month during which this Third Amended and Restated Agreement is terminated and (y) the Deemed Bonus Fraction. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Third Amended and Restated Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct or other criminal conduct.

Earlier Termination. Your employment hereunder shall terminate prior to the expiration of the Initial Term (or any renewal term, in the event of renewal) on the following terms and conditions: (a) If This Agreement shall terminate automatically on the Executive date of your death. (b) This Agreement shall die be terminated if you are unable to perform your duties hereunder for 90 days (whether or not continuous) during the term any period of this Agreement, this Agreement 360 consecutive days by reason of physical or mental disability. The disability shall be deemed to have occurred on the 90th day of your absence or lack of adequate performance. (c) This Agreement shall terminate immediately upon the Company's sending you written notice terminating your employment hereunder for "Just Cause," which shall mean (i) an act or acts of fraud or dishonesty by you which results in the personal enrichment of you or another person or entity at the expense of the Company; (ii) your admission, confession or conviction of (X) any felony (other than third degree vehicular infractions), or (Y) of any other crime or offense involving misuse or misappropriation of money or other property; (iii) your continued material breach of any obligations under this Agreement 30 days after the Company has given you notice thereof in reasonable detail, if such breach has not been terminated cured by you during such period; or (iv) your gross negligence or willful misconduct with respect to your duties or gross misfeasance of office. (d) This Agreement shall terminate immediately upon the Company's sending you written notice terminating your employment hereunder (without Just Cause therefor having been given by you) for any reason or for no reason. In the event of any termination of this Agreement pursuant to this Section 9(d), or in the event the Company gives you notice pursuant to Section 1(b) of its intention not to renew this Agreement, the Company's sole obligation to you shall be (i) to pay you one year's worth of Base Salary in effect as of the date of the Executive's deathtermination of your employment hereunder, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) to pay you the percentage amount, if any, you would have been entitled to receive pursuant to Section 2(b) of this Agreement with respect to the fiscal year of the Executive's base salary Company in which your employment was terminated and (iii) to continue for one year the immediately preceding fiscal year that was paid benefits provided in the second sentence and in the last sentence of Section 4 of this Agreement. The amounts payable pursuant to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred of the immediately preceding sentence shall be paid to you as and when such amounts would have been due had your employment continued. In addition, in the "Deemed Bonus Fraction"event of the termination of this Agreement pursuant to this Section 9(d), or in the event the Company gives you notice pursuant to Section 1(b) of its intention not to renew this Agreement, you shall be credited with one year's additional vesting for all stock options then held by you. Compensation under this Section 9(d) shall not be payable in the event you receive compensation under Section 4 of the Change of Control Agreement. (be) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (Except as specifically set forth in subsection (dSection 9(d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice above, upon termination or non-renewal of such determination is given to the Executivethis Agreement, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive Company's obligations hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus Fractioncease. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct or other criminal conduct.

Earlier Termination. (a) If the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"). (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive successive months or for shorter periods aggregating nine months in any calendar year, the Company Board may determine (as set forth determine, on the basis of medical evidence satisfactory to the Board, in subsection (d) below) the Board's sole discretion, that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to on such 30th day in accordance with Section 8 hereof. (b) Except as otherwise provided in this Agreement, if the Executive all monies due hereunder prorated through shall die during the last day term of this Agreement, this Agreement shall be deemed to have been terminated as of the month during which such termination shall occur, as well as a bonus equal to the product date of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 death of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus FractionExecutive. (c) The Company, by written notice to the Executive specifying the reason thereforExecutive, may terminate this Agreement for Cause as determined pursuant to subsection (d) belowproper cause. As used herein, "Causeproper cause" shall be defined as actions mean (i) the willful and continued failure by the Executive to substantially perform his duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure resulting from termination by the Executive for Good Reason (as defined below)) after a written demand for substantial performance is delivered to the Executive by the Board, which constitute malfeasancedemand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. Malfeasance includesFor purposes of this subsection 6(c), but is no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not limited toopposed to the best interests of the Company and its Stockholders. Notwithstanding the foregoing, the Executive engaging shall not be deemed to have been terminated for proper cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the members of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with counsel of his choosing, to be heard before the Board not less than 10 business days after the giving of such notice), finding that in fraudthe good faith opinion of the Board, dishonest the Executive conducted himself as set forth above in clause (i) or (ii) of the first sentence of this subsection 6(c) and specifying the particulars of such conduct or other criminal conductin detail. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given by the Executive shall constitute proper cause for purposes of this Agreement. (d) The Executive may terminate this Agreement for "Good Reason" if any of the following events occurs:

Earlier Termination. (a) If the Executive Manufacturer shall die during the term of this Agreement, be entitled to terminate this Agreement shall be deemed by giving not less than twenty (20) days' written notice to have been terminated as Distributor if there is any change in the management, ownership or control of the date of the Executive's death, and the Company shall pay Distributor. Distributor agrees to provide notice to Manufacturer no earlier than thirty (30) business days prior to the legal representative consummation of any change in the Executive's estate all monies due hereunder prorated through the last day management, ownership or control of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction")Distributor. (b) If the Executive Without prejudice to any other provision in this Agreement, Manufacturer shall fail, because of illness or incapacity, be entitled to render the services contemplated by terminate this Agreement by giving not less than five (5) days' written notice to Distributor upon the occurrence of any of the following: (i) Distributor fails to perform its obligations under the Distributor's Business Plan and such non-performance continues for six consecutive months or for shorter periods aggregating nine months thirty (30) days after written notice giving full particulars of such non-performance and requiring it to be remedied; (ii) Distributor commits any breach of any of the provisions of this Agreement and, in the case of a breach of a payment obligation, fails to remedy the same within five (5) days after written notice of such failure to pay, and in the case of a breach of any calendar yearother obligation, fails to remedy the Company may determine (as set forth in subsection (d) below) that the Executive has become disabled. If same within thirty (30) days after the date on which receipt of a written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment giving full particulars of the Executive hereunder shall breach and requiring it to be deemed terminated and the Company shall pay remedied; (iii) Distributor goes into bankruptcy, moratorium, receivership, liquidation, or anything analogous to the Executive all monies due hereunder prorated through the last day any of the month during which such termination shall occur, as well as a bonus equal foregoing under the law of any jurisdiction; or (iv) Distributor ceases to the product of (x) the base salary payable carry on business or Manufacturer reasonably believes that Distributor will be ceasing to the Executive pursuant carry on business or otherwise be unable to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus Fractionperform its obligations to Manufacturer. (c) The CompanyDistributor shall have no claim against Manufacturer for compensation for loss of distribution rights, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct loss of goodwill or other criminal conductany similar loss.

Earlier Termination. (a) If Notwithstanding any term of employment provided for in paragraph 2 hereof, the Executive Company shall die during have the term right to terminate this Agreement immediately, and without further obligation hereunder, for any of the following causes: (i) Conviction of, or a plea of guilty or nolo contendere by Employee to (A) any felony, or (B) any misdemeanor reflecting upon Employee’s honesty or truthfulness; (ii) Employee’s breach or negligent performance of his or her duties and obligations arising under this Agreement with the Company; (iii) Fraudulent conduct by Employee, either in connection with his or her duties as an employee of the Company or otherwise; (iv) Material breach of any policy, rule, or regulation of the Company; (v) The good faith determination of the Board of Directors that Employee has failed to perform his or her duties to the Company in a satisfactory manner; or (vi) The Employee dies or suffers a permanent disability. For purposes of this Agreement, this Agreement the term “permanent disability” shall be deemed mean a physical or mental incapacity of the Employee which renders the Employee unable to have been perform his duties hereunder and which shall continue for twelve (12) months during any period of eighteen (18) consecutive months. If the Employee’s employment is terminated as a result of death or permanent disability, the Employee or his estate shall receive an amount which, when added to any disability benefits provided for by the Company, equals his Compensation until the twelve (12) month anniversary of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction")termination. (b) Notwithstanding the foregoing provisions of paragraph 6(a), (i) In the event the Employee breaches clauses (ii), (iii) and (iv) of paragraph 6(a) this Agreement, the Board of Directors shall provide the Employee written notice of the breach and shall provide the Employee at least a 30 day period in which to cure the breach to the Board’s good faith satisfaction; and (ii) the Company shall retain the right to terminate Employee ‘s retention at any time without Cause. If Employee’s retention hereunder shall be terminated by the Executive shall failCompany for any reason other than for Cause (as defined in paragraph (a) above), because of illness or incapacity, to render the services contemplated by Employee terminates this Agreement for six consecutive months or for shorter periods aggregating nine months “Good Reason” as defined in any calendar year, the Company may determine Section 7 then Employee shall be entitled to receive an amount equal to three (as set forth in subsection (d3) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance years of his duties hereunder, this Agreement and then Compensation payable in accordance with the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus FractionCompany’s normal payroll policies. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct or other criminal conduct.

Earlier Termination. (a) If the Executive shall die during the term of this Second Amended and Restated Agreement, this Second Amended and Restated Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive or into the Wellsford Real Properties, Inc. Deferred Compensation Plan as a bonus on his behalf for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction").; (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Second Amended and Restated Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (as set forth in subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Second Amended and Restated Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Second Amended and Restated Agreement is terminated through the last day of the month during which this Second Amended and Restated Agreement is terminated and (y) the Deemed Bonus Fraction. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Second Amended and Restated Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct or other criminal conduct.

Earlier Termination. (a) If Your employment under this Agreement shall terminate on the Executive following terms and conditions: i) Your employment under this Agreement shall die terminate automatically on the date of your death. ii) Your employment under this Agreement shall terminate immediately upon a determination in the sole judgment of a third party physician that you have been unable by reason of physical or mental disability to adequately perform fully your duties hereunder for an aggregate of 90 calendar days (whether or not continuous) during the term any period of 360 consecutive calendar days. iii) Your employment under this Agreement shall terminate immediately upon Paradigm sending you written notice terminating your employment hereunder for just cause. For purposes of this Agreement, "just cause" shall include, but not be limited to, (A) action by you involving dishonesty, fraud or misconduct, (B) your conviction of a felony, or your willful refusal or any material failure by you to perform your duties in accordance with this Agreement Agreement. A written notice of termination in reasonable detail given to you by Paradigm shall specify the reason(s) for such termination, and in the case where a cause for termination shall be deemed susceptible of cure, and such notice of termination is the first notice of termination given to have been terminated as of you for such reason, if you fail to cure such cause for termination within fifteen (15) business days after the date of such notice, termination shall be effective upon the Executive's deathexpiration date of such fifteen (15) day period, and if you cure such cause within said period, such notice of termination shall be ineffective. iv) If your employment is terminated during the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive Term pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or Paragraph 9(a)(i), (ii) the percentage or (iii) herein above, Paradigm will pay you, in lieu of the Executiveany other payments hereunder, your base salary, bonus and vacation pay that has accrued to that date and is payable under Paradigm's base salary for the immediately preceding fiscal year standard policies. You acknowledge that was paid upon receipt of such payment, Paradigm will have no further obligations to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction")you under this agreement. (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by Paradigm terminates this Agreement other than for six consecutive months or cause, you shall have the right to receive, for shorter periods aggregating nine months in the unexpired Term, your base salary, benefits and bonus, plus any calendar year, the Company may determine (as set forth in subsection (d) below) base salary that the Executive has become disabled. If within thirty (30) days after actually accrued to the date on which written notice of such determination is given termination without regard to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus Fractionmitigation or offset by you. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct or other criminal conduct.

Earlier Termination. (a) If the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"). (b) If the Executive shall fail, because of illness or incapacity, disability to render the services contemplated by this Agreement for six consecutive successive months or for shorter periods aggregating nine months in any calendar yearof the three Contract Years, the Company Board may determine (as set forth determine, on the basis of medical evidence satisfactory to the Board, in subsection (d) below) the Board's sole discretion, that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to on such 30th day in accordance with Section 8 hereof. (b) Except as otherwise provided in this Agreement, if the Executive all monies due hereunder prorated through shall die during the last day term of this Agreement, this Agreement shall be deemed to have been terminated as of the month during which such termination shall occur, as well as a bonus equal to the product date of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 death of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus FractionExecutive. (c) The CompanyEmployers, by written notice to the Executive specifying the reason thereforExecutive, may terminate this Agreement for Cause as determined pursuant to subsection (d) belowproper cause. As used herein, "Causeproper cause" shall be defined as actions mean (i) the willful and continued failure by the Executive to substantially perform his duties with the Employers (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure resulting from termination by the Executive for Good Reason (as defined below)) after a written demand for substantial performance is delivered to the Executive by the Board, which constitute malfeasancedemand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Employers, monetarily or otherwise. Malfeasance includesFor purposes of this subsection 6(c), but is no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not limited toopposed to the best interests of the Employers and their equity owners. Notwithstanding the foregoing, the Executive engaging shall not be deemed to have been terminated for proper cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the members of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with counsel of his choosing, to be heard before the Board not less than 10 business days after the giving of such notice), finding that in fraudthe good faith opinion of the Board, dishonest the Executive conducted himself as set forth in clause (i) or (ii) above and specifying the particulars of such conduct or other criminal conductin detail. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a notice of termination is given by the Executive to the Employers shall constitute "proper cause" for purposes of this Agreement. (d) The Executive may terminate this Agreement for "Good Reason" if any of the following events occurs:

Earlier Termination. Your employment hereunder shall terminate prior to the expiration of the Term on the following terms and conditions: (a) If This Agreement shall terminate automatically on the Executive date of your death. (b) This Agreement shall die be terminated if you are unable to perform your duties hereunder for 120 days (whether or not continuous) during the term any period of this Agreement, this Agreement 180 consecutive days by reason of physical or mental disability. The disability shall be deemed to have been terminated as occurred on the 120th day of your absence or lack of adequate performance. (c) This Agreement shall terminate immediately upon the Company's sending you written notice terminating your employment hereunder for "Just Cause," which shall mean only one or more of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of following: (i) 1/2 an act or acts of fraud or dishonesty by you which results in the personal enrichment of you or another person or entity at the expense of the Company; (ii) your admission, confession or conviction of (X) any felony (other than third-degree vehicular infractions), or (Y) any other crime or offense involving misuse or misappropriation of money or other property; (iii) your continued material breach of any obligations or representations under this Agreement 30 days after the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal yearCompany has given you notice thereof in reasonable detail, expressed as a fraction (the greater of clauses (i) if such breach has not been cured by you during such period; and (iiiv) being herein referred your gross negligence or willful misconduct with respect to your duties or gross misfeasance of office. (d) This Agreement shall terminate immediately upon the Company's sending you written notice terminating your employment hereunder for any reason or for no reason (other than as the "Deemed Bonus Fraction"set forth in Section 9 (c)). (be) If the Executive shall failUpon a termination due to an event described in Section 9(a), because of illness 9(b) or incapacity, to render the services contemplated by this Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year9(c) hereof, the Company's sole obligation to you shall be to pay you the earned but unpaid portion of your Base Salary in effect at the time up to the date of termination (which shall be paid as and when such amounts would have been due had your employment continued) and, except in the case of a termination pursuant to Section 9(c), a pro rata portion of the Incentive Bonus which would have been due to you for the year during which the termination occurs. Upon a termination by the Company may determine due to an event described in Section 9(d) hereof, the Company's sole obligation to you shall be to pay you your Base Salary in effect at the time and the Incentive Bonus that would have been due to you for the remainder of Term (which shall be paid as set forth and when such amounts would have been due had your employment continued); provided, however, such amount will be paid only if you first execute and deliver to the Company a general release agreement (in subsection form acceptable to the Company), with such release agreement providing for, among other things, the full release of the Company, its owners, subsidiaries, directors, managers, officers, employees, executives, representatives, agents, predecessors, successors and assigns. (df) belowThis Agreement shall terminate immediately upon your sending the Company written notice terminating your employment hereunder for "Good Reason," which shall mean the occurrence of any one or more of only the following events: (a) that the Executive has become disabled. If a material decrease in your responsibilities or authority which is not cured within thirty (30) days after notice thereof from you to the Company; or (b) a decrease in your Base Salary. Upon any such termination, the Company's obligation to you shall be to pay you your Base Salary in effect at the time and the Incentive Bonus that would have been due to you for the remainder of the Term (which shall be paid as and when such amounts would have been due had your employment continued); provided, however, such amount will be paid only if you first execute and deliver to the Company a general release agreement (in form acceptable to the Company), with such release agreement providing for, among other things, the full release of the Company, its owners, subsidiaries, directors, managers, officers, employees, executives, representatives, agents, predecessors, successors and assigns. (g) This Agreement shall terminate thirty (30) days following receipt by the Company from you of written notice terminating your employment hereunder without Good Reason, in which event you shall have no further liabilities or obligations hereunder, other than pursuant to Sections 6, 7, 8 and 10(b) hereof and the Company's sole obligation to you shall be to pay you the earned but unpaid portion of your Base Salary in effect at the time up to the date on of termination (which written notice shall be paid as and when such amounts would have been due had your employment continued). (h) Except as specifically set forth in Sections 9(e) and 9(f) hereof, upon termination of such determination is given this Agreement, the Company's obligations hereunder shall cease. (i) Notwithstanding anything herein to the Executivecontrary, you shall have no obligation to mitigate damages, and except for the Executive shall not have returned to the continuing full-time performance of his duties hereunderoffset provided in Section 6(a), this Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay have no right to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary offset any sums earned by you or on your behalf against any amounts payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus Fraction. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct or other criminal conductCompany under this Agreement.

Earlier Termination. Your employment hereunder shall terminate prior to the expiration of the Initial Term (or any renewal term, in the event of renewal) on the fol lowing terms and conditions: (a) If This Agreement shall terminate automatically on the Executive date of your death. (b) This Agreement shall die be terminated if you are unable to perform your duties hereunder for 120 days (whether or not continuous) during any period of 180 con secutive days by reason of physical or mental disability. The disability shall be deemed to have occurred on the 120th day of your absence or lack of adequate performance. (c) This Agreement shall terminate immediately upon the Company's sending you written notice terminating your employment hereunder for "Just Cause," which shall mean (i) an act or acts of fraud or dishonesty by you which results in the personal enrichment of you or another person or entity at the expense of the Company; (ii) your admission, confession or conviction of (X) any felony (other than third degree vehicular infractions), or (Y) of any other crime or offense involving misuse or misappropriation of money or other property; (iii) your continued material breach of any obligations under this Agreement 30 days after the Company has given you notice thereof in reasonable detail, if such breach has not been cured by you during such period; or (iv) your gross negligence or willful misconduct with respect to your duties or gross misfeasance of office. (d) This Agreement shall terminate immediately upon the Company's sending you written notice terminating your employment hereunder (without Just Cause therefor having been given by you) for any reason or for no reason. Upon any such termination, the Com pany's sole obligation to you shall be (i) to pay you the Total Payment that would have been due to you for the remainder of the Initial Term, or the then current renewal term of this Agreement, this Agreement as the case may be (which shall be deemed to paid as and when such amounts would have been terminated due had your employment continued). In no event will the aggregate payment to be received by you pursuant to this Section 9(d) be less than one year's worth of Base Salary in effect as of the date of the Executive's death, and the Company shall pay to the legal representative termination of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction")your employment hereunder. (be) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (Except as specifically set forth in subsection (dSection 9(d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice above, upon termination of such determination is given to the Executivethis Agreement, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive Company's obligations hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus Fractioncease. (c) The Company, by written notice to the Executive specifying the reason therefor, may terminate this Agreement for Cause as determined pursuant to subsection (d) below. As used herein, "Cause" shall be defined as actions by the Executive which constitute malfeasance. Malfeasance includes, but is not limited to, the Executive engaging in fraud, dishonest conduct or other criminal conduct.

Earlier Termination. (a) If the Executive shall die during the term of this Agreement, this Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died, as well as a bonus equal to the product of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 of the year in which the Executive shall have died through the last day of the month during which the Executive shall have died and (y) the greater of (i) 1/2 or (ii) the percentage of the Executive's base salary for the immediately preceding fiscal year that was paid to the Executive as a bonus for the immediately preceding fiscal year, expressed as a fraction (the greater of clauses (i) and (ii) being herein referred to as the "Deemed Bonus Fraction"). (b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Agreement for six consecutive successive months or for shorter periods aggregating nine months in any calendar year, the Company Board may determine (as set forth determine, on the basis of medical evidence satisfactory to the Board, in subsection (d) below) the Board’s sole discretion, that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to on such 30th day in accordance with Section 8 hereof. (b) Except as otherwise provided in this Agreement, if the Executive all monies due hereunder prorated through shall die during the last day term of this Agreement, this Agreement shall be deemed to have been terminated as of the month during which such termination shall occur, as well as a bonus equal to the product date of (x) the base salary payable to the Executive pursuant to subsection 3(a) from January 1 death of the year in which this Agreement is terminated through the last day of the month during which this Agreement is terminated and (y) the Deemed Bonus FractionExecutive. (c) The Company, by written notice to the Executive specifying the reason thereforExecutive, may terminate this Agreement for Cause as determined pursuant to subsection (d) belowproper cause. As used herein, "Cause" “proper cause” shall be defined as actions mean (i) the willful and continued failure by the Executive to substantially perform his duties with the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure resulting from termination by the Executive for Good Reason (as defined below)) after a written demand for substantial performance is delivered to the Executive by the Board, which constitute malfeasancedemand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. Malfeasance includesFor purposes of this subsection 6(c), but is no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive otherwise than in good faith and in a manner that the Executive reasonably believed was in or not limited toopposed to the best interests of the Company and its stockholders. Notwithstanding the foregoing, the Executive engaging shall not be deemed to have been terminated for proper cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the members of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with counsel of his choosing, to be heard before the Board not less than 10 business days after the giving of such notice), finding that in fraudthe good faith opinion of the Board, dishonest the Executive conducted himself as set forth above in clause (i) or (ii) of the first sentence of this subsection 6(c) and specifying the particulars of such conduct in detail. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given by the Executive shall constitute proper cause for purposes of this Agreement. (d) The Executive may terminate this Agreement for “Good Reason” if any of the following events occurs: (i) the assignment to the Executive of any duties materially inconsistent with his status as a senior executive officer of the Company or a substantial alteration in the nature or status of his responsibilities; (ii) the Company’s breach of any of its agreements or obligations under this Agreement; (iii) the failure by the Company to pay the Executive any installment of a previous award under any bonus or incentive compensation arrangement; (iv) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 13 hereof; (v) any purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination (defined below) satisfying the requirements of Section 7 hereof; or (vi) any change in control of the Company, as defined in subsection 6(e). (e) For purposes of this Agreement, a “change in control of the Company” shall be deemed to occur if: (i) there shall have occurred a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as in effect on the date hereof, whether or not the Company is then subject to such reporting requirement, provided, however, that there shall not be deemed to be a change in control of the Company if immediately prior to the occurrence of what would otherwise be a change in control of the Company (A) the Executive is the other party to the transaction (a “Control Event”) that would otherwise result in a change in control of the Company or (B) the Executive is an executive officer, trustee, director or more than 5% equity holder of the other party to the Control Event or of any entity, directly or indirectly, controlling such other party, or (ii) the Company engages in a merger, consolidation or reorganization or sells all or substantially all of the Company’s assets to a “Person” (as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act (each, a “Transaction”)), provided, however, that a Transaction shall not be deemed to result in a change in control of the Company if (A) immediately prior thereto the circumstances in subsection 6(e)(i)(A) or subsection 6(e)(i)(B) above exist, or (B) (1) the stockholders immediately before such Transaction own, directly or indirectly, immediately following such Transaction in excess of 69% of the combined voting power of the outstanding voting securities of the corporation or other criminal conductentity resulting from such Transaction (the “Surviving Corporation”) in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Transaction and (2) the individuals who were members of the Board immediately prior to the execution of the agreement providing for such Transaction constitute at least a majority of the members of the board of directors or the board of trustees, as the case may be, of the Surviving Corporation, or of a corporation or other entity beneficially, directly or indirectly, owning a majority of the outstanding voting securities of the Surviving Corporation, or (iii) the Company acquires the assets of another company or a subsidiary of the Company merges, consolidates or reorganizes with another company (each, an “Other Transaction”) and (A) the stockholders immediately before such Other Transaction own, directly or indirectly, immediately following such Other Transaction 69% or less of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such Other Transaction (the “Other Surviving Corporation”) in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Other Transaction or (B) the individuals who were members of the Company’s Board immediately prior to the execution of the agreement providing for such Other Transaction constitute less than a majority of the members of the board of directors or the board of trustees, as the case may be, of the Other Surviving Corporation, or of a corporation or other entity beneficially directly or indirectly owning a majority of the outstanding voting securities of the Other Surviving Corporation, provided, however, that an Other Transaction shall not be deemed to result in a change in control of the Company if immediately prior thereto the circumstances in subsection 6(e)(i)(A) or subsection 6(e)(i)(B) above exist, or (iv) adoption by the Board and the approval by the stockholders of a liquidation or dissolution of the Company; (v) any Person or group of affiliated Persons owns at any time 30% or more of the outstanding voting securities of the Company, provided that such Person or group shall not be deemed to own 30% or more of the outstanding voting securities of the Company if the last event or transaction which results in such ownership is (a) the issuance of such securities in connection with the sale by the Company of less than all or substantially all of its assets or (b) the acquisition by the Company of any such voting securities; provided, however, that if a Person owns 30% or more of the outstanding voting securities of the Company as a result of the acquisition by the Company of any such voting securities and after such acquisition by the Company, such Person becomes the owner of any additional voting securities of the Company than a change in control of the Company shall occur; or (vi) the rejection by the stockholders of the entire slate of directors that the Board proposes at a single election of directors; and (vii) the rejection by the stockholders of one-half or more of the directors that the Board proposes over any two or more consecutive elections of directors. (f) Notwithstanding anything contained in this Agreement to the contrary, if the Executive’s employment is terminated prior to a change in control of the Company and the Executive reasonably demonstrates that such termination: (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a change in control and who effectuates a change in control of the Company or (ii) otherwise occurred in connection with, or in anticipation of, a change in control of the Company which actually occurs, then for all purposes of this Agreement, the date of a change in control of the Company with respect to the Executive shall mean the date immediately prior to the date of such termination of the Executive’s employment.