Payments Upon Termination Prior to Change in Control. If prior to the occurrence of a Change in Control (i) the Company terminates the Executive's employment for any reason other than for Cause or the Executive's death or disability or (ii) the Executive resigns because of the breach by the Company of any term of this Agreement (but only if such breach is not remedied by the Company promptly after it receives notice thereof from Executive), then in each case the Executive shall be entitled to receive a lump sum payment equal to his Base Salary.
Payments Upon Termination Prior to Change in Control. Upon the termination of Employee's employment under Section 4, Employee shall receive payment for any accrued and unpaid compensation and vacation pay through the Date of Termination. In addition, in the event of a termination by the Employer without cause under Section 4(b), Employee shall be entitled to payment and shall be entitled to receive (i) his then base salary for one year, paid with such frequency as previously paid; (ii) an amount equal to his prior fiscal year's bonus determined under Section 3(b) hereof, payable over equal installments as provided in (i) above; (iii) continuation for one year of all employment benefits set forth in Section 3(c) above, to the extent permitted by the plans or, in the case of health plans, by payment of related COBRA premiums, and (iv) a pro rata bonus for the year in which the termination occurs based upon his service with the Employer and the Employer's results through the Date of Termination. In determining any pro rata bonus payable hereunder, (x) the Employer's earnings through the Date of Termination shall be annualized, (y) a full-year bonus amount shall be determined using such annualized earnings, and (z) the amount of pro rata bonus payable shall be determined by multiplying such annualized bonus by the following fraction: the number of days in the Employer's current fiscal year prior to the Date of Termination over 365.
