Following Sale. If the Executive elects to terminate his employment within sixty (60) days following a Sale in accordance with Section 4(d), such termination by the Executive shall be treated as a termination by the Company without Cause, and the Executive shall be entitled to the compensation provided in Section 5(c), except that in no event shall Executive receive less than twelve (12) months Base Salary and annual Bonus following the expiration of the Post-Term Period (as defined below). Notwithstanding the foregoing, the Company may require that the Executive continue to remain in the employ of the Company for up to a maximum of six (6) months following the Sale (the "Post-Term Period"). The Company shall place the maximum cash payments payable pursuant to Section 5(c) in escrow with a commercial bank or trust company mutually acceptable to the Company and the Executive as soon as practicable following the Sale. For the Post-Term Period, the Company shall make the cash payments that would otherwise be required pursuant to Section 3 (all such cash payments to be deducted from the amount placed in escrow). At the expiration of the Post-Term Period, the Executive shall receive all cash amounts due the Executive from the remaining amount held in escrow ratably monthly over the Non-Competition Period (as defined below), with the balance (if any) returned to the Company. If the Company does not require that the Executive remain in the employ of the Company, the Company shall pay the Executive all cash amounts payable pursuant to Section 5(c) ratably monthly over the Non-Competition Period (all such cash payments to be deducted from the amount placed in escrow) with the balance (if any) returned to the Company. Notwithstanding the foregoing, although the Executive shall not be required to mitigate the amount of any payment provided for herein by seeking other employment or otherwise, if the Executive does obtain other employment, the amount of each dollar ($1.00) of compensation received from such other employment source during the period that the Company is required to make payments hereunder shall reduce by fifty cents ($.50) the amount otherwise payable by the Company under Section 5(c)(i) and (ii).
Following Sale. If the Executive’s employment is terminated without Cause within one hundred and twenty (120) days following a sale or merger of the Parent (including, but not limited to the sale of substantially all of the Parent’s assets) or other similar event involving the transfer of more than 50% of the voting control of the Parent or, prior to an initial public offering, transfer by the Parent’s current shareholders of more than an aggregate of 50% of the capital stock of the Parent collectively held by them on the date hereof (herein, a “Change of Control”), and subject to the execution of a comprehensive release agreement in favor of the Company and the Parent, the Executive shall be entitled to receive an amount in cash equal to 50% of the sum of (x) the base amount set forth on Section 3(a) above plus (y) the annual bonus paid to the Executive for the prior fiscal year, such amount, to be payable in up to 12 equal monthly installments.
