Common use of Termination Other Than in Connection with a Change in Control Clause in Contracts

Termination Other Than in Connection with a Change in Control. (a) In the event of termination of Executive's employment pursuant to Section 8.1 due to death or Disability, Executive or his estate shall receive, within 30 days of such death or Disability, a lump-sum payment equal to the Annual Bonus that the Executive would have earned for the fiscal year in question (based on (i) 30% of then current Base Salary if the death or Disability occurs within one year from the date of this Agreement, or (ii) based on the average of his Annual Bonuses for the most recent two years in the event the death or Disability occurs after one year from the date of this Agreement, or (iii) the previous Annual Bonus if only one Annual Bonus period has passed), reduced on a pro-rated basis to the date of termination. Further, the outstanding principal balance on the One Hundred Thousand Dollar Note shall be reduced to zero and the outstanding balance on the Stock Loan shall be reduced by the Pro Rata Calculation. For the purpose of this Agreement, "PRO RATA CALCULATION" shall mean a pro rata application of Sections 6.1, 6.2 and 6.3 of the Stock Loan Agreement as described in EXHIBIT C to this Agreement, taking into consideration the number of full months worked and the Company's performance data through the last quarter having ended 45 days or more prior to the termination date, notwithstanding the fact that such sections of the Stock Loan Agreement do not provide for such pro rata application.

Termination Other Than in Connection with a Change in Control. (a) In the event of termination of Executive's employment pursuant to Section 8.1 due to death or Disability, Executive or his estate shall receive, within 30 days of such death or Disability, a lump-sum payment equal to the Annual Bonus that the Executive would have earned for the fiscal year in question (based on (i) 30% of then current Base Salary if the death or Disability occurs within one year from the date of this Agreement, or (ii) based on the average of his Annual Bonuses for the most recent two years in the event the death or Disability occurs after one year from the date of this Agreement, or (iii) the previous Annual Bonus if only one Annual Bonus period has passed), reduced on a pro-rated basis to the date of termination. Further, the outstanding principal balance on the One Hundred Fifty Thousand Dollar Note Loan shall be reduced to zero and the outstanding balance on the Stock Loan shall be reduced by the Pro Rata Calculation. For the purpose of this Agreement, "PRO RATA CALCULATION" shall mean a pro rata application of Sections 6.1, 6.2 and 6.3 of the Stock Loan Agreement as described in EXHIBIT C to this Agreement, taking into consideration the number of full months worked and the Company's performance data through the last quarter having ended 45 days or more prior to the termination date, notwithstanding the fact that such sections of the Stock Loan Agreement do not provide for such pro rata application.

Termination Other Than in Connection with a Change in Control. (a) In the event of termination of Executive's employment pursuant to Section 8.1 due to death or Disability, Executive or his estate shall receive, within 30 days of after such death or Disability, a lump-sum payment equal to the Annual Bonus that the Executive would have earned for the fiscal year in question (based on (i) 3040% of then current Base Salary if the death or Disability occurs within one year from the date of this Agreement, or (ii) based on the average of his Annual Bonuses for the most recent two years in the event the death or Disability occurs after one year from the date of this Agreement, or (iii) the previous Annual Bonus if only one Annual Bonus period has passed), reduced on a pro-rated basis to the date of termination. Further, the outstanding principal balance on the One Hundred Fifty Thousand Dollar Note Loan shall be reduced to zero and the outstanding balance on the Stock Loan shall be reduced by the Pro Rata Calculation. For the purpose of this Agreement, "PRO RATA CALCULATION" shall mean a pro rata application of Sections 6.1, 6.2 and 6.3 of the Stock Loan Agreement as described in EXHIBIT C to this Agreement, taking into consideration the number of full months worked and the Company's performance data through the last quarter having ended 45 days or more prior to the termination date, notwithstanding the fact that such sections of the Stock Loan Agreement do not provide for such pro rata application.