Common use of Expiration of the Term of this Agreement Clause in Contracts

Expiration of the Term of this Agreement. If the Employment Period ends at the expiration of the term stated in Paragraph 1 hereof (i.e., on May 31, 2012) and, prior to such date, the parties hereto have not (i) entered into a mutually satisfactory extension hereof or a new employment agreement to have effect after such date, or (ii) otherwise agreed to continue Executive’s employment without the benefit of an employment agreement, either party may (by written notice to the other) terminate Executive’s employment on, or within 30 days following such expiration of the Employment Period hereunder, in which case (but subject to Paragraph 8 hereof), Executive shall be entitled to receive from the Company a separation payment equal to the sum of (1x) the Base Salary and (1x) the average of the annual bonuses payable (including in such average a zero for any year for which no such bonus is payable) to Executive with respect to each of the last three completed fiscal years of the Company for which the amount of such bonus has been determined at the date of such termination (the “Separation Payment”), as well as the Unconditional Entitlements. The Separation Payment shall be paid promptly but in no event more than 15 days following Executive’s termination of employment, but subject to Executive’s execution and non-revocation of the Release. For Executive to become entitled to the Separation Payment, Executive must deliver the executed Release to the Company by no later than twenty-two (22) days following the date of his termination of employment. Unconditional Entitlements shall be payable at the times provided with respect to the applicable components thereof in Paragraph 6(c). In addition, Executive and his eligible dependents who were participating in any such arrangements at the date of Executive’s termination of employment shall be entitled to continued participation in all medical, dental, hospitalization benefit plans or programs in which he and/or they were participating on the date of the termination of his employment until the earlier of (A) 12 months following termination of his employment and (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer; provided, however, that if Executive’s continued participation in any employee plan or program as provided in this Paragraph 6 would conflict with any law or regulation, or would result in any adverse tax consequences for Executive, the Company or other participants in such plan or program, he shall be provided with the economic equivalent of the benefits provided under the plan or program in which he is unable to participate. In the case of any welfare benefit plan, the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by Executive in obtaining such benefit himself on an individual basis and shall be provided on a “tax grossed-up basis” to the extent the economic equivalent is taxable to Executive, but provision of the benefit to Executive while an employee was not taxable. If Executive becomes entitled to receive the Separation Payment, Executive agrees that, upon written request from the Company, he shall resign from the Board, effective immediately following receipt of such request from the Company (or at such later date as the Company may specify).

Expiration of the Term of this Agreement. If the Employment Period ends at the expiration of the term stated in Paragraph 1 hereof (i.e., on May January 31, 20122013) and, prior to such date, the parties hereto have not (i) entered into a mutually satisfactory extension hereof or a new employment agreement to have effect after such date, or (ii) otherwise agreed to continue Executive’s employment without the benefit of an employment agreement, either party may (by written notice to the other) terminate Executive’s employment on, or within 30 days following such expiration of the Employment Period hereunder, in which case (but subject to Paragraph 8 9 hereof), Executive shall be entitled to receive from the Company a separation payment equal to the sum of (1xx) the Base Salary and (1xy) the average of the annual bonuses payable (including in such average a zero for any year for which no such bonus is payable) to Executive with respect to each of the last three completed fiscal years of the Company for which the amount of such bonus has been determined at the date of such termination (the “Separation Payment”), as well as the Unconditional Entitlements. The Separation Payment shall be paid promptly but in no event more than 15 days six months and one day following Executive’s termination of employmentTermination Date , but subject to Executive’s execution and non-revocation of the Release. For Executive to become entitled to the Separation Payment, Executive must deliver the executed Release to the Company by no later than twenty-two (22) days following the date of his termination of employmentTermination Date. Unconditional Entitlements shall be payable at the times provided with respect to the applicable components thereof in Paragraph 6(c7(c). In addition, Executive and his eligible dependents who were participating in any such arrangements at the date of Executive’s termination of employment Termination Date shall be entitled to continued participation in all medical, dental, hospitalization benefit plans or programs in which he and/or they were participating on the date of the termination of his employment until the earlier of (A) 12 months following termination of his employment and (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer; provided, however, that if Executive’s continued participation in any employee plan or program as provided in this Paragraph 6 8 would conflict with any law or regulation, or would result in any adverse tax consequences for Executive, the Company or other participants in such plan or program, he shall be provided with the economic equivalent of the benefits provided under the plan or program in which he is unable to participate. In the case of any welfare benefit plan, the economic equivalent of any benefit foregone (x) shall be deemed to be the lowest cost that would be incurred by Executive in obtaining such benefit himself on an individual basis and (y) shall be provided on a “tax grossed-up basis” to the extent the economic equivalent is taxable to Executive, but provision of the benefit to Executive while an employee was not taxable. If Executive becomes entitled to receive the Separation Payment, Executive agrees that, upon written request from the Company, he shall resign from the Board, effective immediately following receipt of such request from the Company (or at such later date as the Company may specify). Notwithstanding anything in this Paragraph 6 to the contrary, payment of the Separation Payment and any other payments or in-kind benefits provided under this Paragraph 8 shall be subject to the terms and conditions set forth in Paragraph 7(d)(v) hereof.

Expiration of the Term of this Agreement. If the Employment Period ends at the expiration of the term stated in Paragraph 1 hereof (i.e., on May 31the last day of the fiscal year ending on or about September 30, 20122010) and, prior to such date, the parties hereto have not (i) entered into a mutually satisfactory extension hereof or a new employment agreement to have effect after such date, or (ii) otherwise agreed to continue Executive’s employment without the benefit of an employment agreement, either party may (by written notice to the other) terminate Executive’s employment on, or within 30 days following such expiration of the Employment Period hereunder, in which case (but subject to Paragraph 8 hereof), Executive shall be entitled to receive from the Company a separation payment equal to the sum of (1xx) the Base Salary and (1xy) the average of the annual bonuses payable (including in such average a zero for any year for which no such bonus is payable) to Executive with respect to each of the last three completed fiscal years of the Company for which the amount of such bonus has been determined at the date of such termination Average Bonus (the “Separation Payment”), as well as the Unconditional EntitlementsEarned Compensation and the Vested Benefits. The Separation Payment and Earned Compensation shall be paid promptly but in no event more than 15 days following Executive’s termination of employment, but subject subject, in the case of the Separation Payment, to Executive’s execution and non-revocation of the Releaserelease referenced in Paragraph 8. For Executive to become entitled to the Separation Payment, Executive must deliver the executed Release to the Company by no later than twenty-two (22) days following the date of his termination of employment. Unconditional Entitlements Vested Benefits shall be payable at the times time provided with respect to the applicable components thereof in Paragraph 6(c). In addition, Executive and his eligible dependents who were participating in any such arrangements at the date of Executive’s termination of employment shall be entitled to continued participation in all medical, dental, hospitalization benefit plans or programs in which he and/or they were participating on the date of the termination of his employment until the earlier of (A) 12 months following termination of his employment and (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer; provided, however, that if Executive’s continued participation in any employee plan or program as provided in this Paragraph 6 7 would conflict with any law or regulation, or would result in any adverse tax consequences for Executive, the Company or other participants in such plan or program, he shall be provided with the economic equivalent of the benefits provided under the plan or program in which he is unable to participate. In the case of any welfare benefit plan, the economic equivalent of any benefit foregone (x) shall be deemed to be the lowest cost that would be incurred by Executive in obtaining such benefit himself on an individual basis and (y) shall be provided on a “tax grossed-up basis” to the extent the economic equivalent is taxable to Executive, but provision of the benefit to Executive while an employee was not taxable. If Executive becomes entitled to receive the Separation Payment, Executive agrees that, upon written request from the Company, he shall resign from the Board, effective immediately following receipt of such request from the Company (or at such later date as the Company may specify).

Expiration of the Term of this Agreement. If the Employment Period ends at the expiration of the term stated in Paragraph 1 hereof (i.e., on May January 31, 20122013) and, prior to such date, the parties hereto have not (i) entered into a mutually satisfactory extension hereof or a new employment agreement to have effect after such date, or (ii) otherwise agreed to continue Executive’s employment without the benefit of an employment agreement, either party may (by written notice to the other) terminate Executive’s employment on, or within 30 days following such expiration of the Employment Period hereunder, in which case (but subject to Paragraph 8 9 hereof), Executive shall be entitled to receive from the Company a separation payment equal to the sum of (1xx) the Base Salary and (1xy) the average of the annual bonuses payable (including in such average a zero for any year for which no such bonus is payable) to Executive with respect to each of the last three completed fiscal years of the Company for which the amount of such bonus has been determined at the date of such termination (the “Separation Payment”), as well as the Unconditional Entitlements. The Separation Payment shall be paid promptly but in no event more than 15 days following Executive’s termination of employment, but subject to Executive’s execution and non-revocation of the Release. For Executive to become entitled to the Separation Payment, Executive must deliver the executed Release to the Company by no later than twenty-two (22) days following the date of his termination of employment. Unconditional Entitlements shall be payable at the times provided with respect to the applicable components thereof in Paragraph 6(c7(c). In addition, Executive and his eligible dependents who were participating in any such arrangements at the date of Executive’s termination of employment shall be entitled to continued participation in all medical, dental, hospitalization benefit plans or programs in which he and/or they were participating on the date of the termination of his employment until the earlier of (A) 12 months following termination of his employment and (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer; provided, however, that if Executive’s continued participation in any employee plan or program as provided in this Paragraph 6 8 would conflict with any law or regulation, or would result in any adverse tax consequences for Executive, the Company or other participants in such plan or program, he shall be provided with the economic equivalent of the benefits provided under the plan or program in which he is unable to participate. In the case of any welfare benefit plan, the economic equivalent of any benefit foregone (x) shall be deemed to be the lowest cost that would be incurred by Executive in obtaining such benefit himself on an individual basis and (y) shall be provided on a “tax grossed-up basis” to the extent the economic equivalent is taxable to Executive, but provision of the benefit to Executive while an employee was not taxable. If Executive becomes entitled to receive the Separation Payment, Executive agrees that, upon written request from the Company, he shall resign from the Board, effective immediately following receipt of such request from the Company (or at such later date as the Company may specify).