Common use of Other Termination by the Company Clause in Contracts

Other Termination by the Company. The Company may terminate the Employee's employment at any time during the Term for whatever reason it deems appropriate or without reason; provided, however, that in the event that such termination is not pursuant to Section 6.1, 6.2, 6.3 or 6.5, the Company shall, except as provided in Section 9(c), (a) pay to the Employee the Severance Amount (as hereinafter defined) in equal installments on a monthly basis over the Severance Term (as hereinafter defined), (b) pay to the Employee any bonus payable in accordance with the terms of the Executive Bonus Plan and (c) provide the Employee for the Severance Term with the same benefits then in effect under Section 5. The Employee shall not be required to seek subsequent employment. Rights and benefits of the Employee 7 with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. Any termination of this Agreement by the Company after the date hereof and prior to the Closing Date shall be treated as a termination of employment pursuant to this Section 6.4 as of the day following the Closing Date, provided that the Closing (as defined in the Purchase Agreement) shall have occurred. For purposes hereof, Severance Amount shall mean an amount equal to the sum of (i) the annual salary then in effect under Section 3.1 and (ii) the Average Bonus (as hereinafter defined), multiplied by the Severance Factor. Average Bonus shall mean the average of the bonuses, if any, paid to the Employee by the Company and/or Miss Erikx xx the two (2) full fiscal years of the Company and/or Miss Erikx, xx applicable, prior to the date of termination of employment of the Employee. Severance Factor shall mean a fraction, the numerator of which is the number of days remaining in the then-current Term plus 365, and the denominator of which is 365. Severance Term shall mean the number of days remaining in the then-current Term plus 365 days. For purposes of the foregoing, in determining the number of days remaining in the then-current Term, if termination under this Section 6.4 occurs during (i) the Initial Term, the then-current Term shall be determined without regard to the Extended Term; provided, however, that if following such termination the Company attains the EBITDA 2-Year Target for the fiscal years ending October 31, 1998 and November 6, 1999, the then-current Term shall be determined with regard to the Extended Term and appropriate adjustments shall be made in the then remaining monthly installments of the Severance Amount to be paid over the extended Severance Term to take into account such determination or (ii) the Extended Term, the then-current Term shall be the remaining number of days in the Extended Term.

Other Termination by the Company. The Company may terminate the Employee's employment at any time during the Term for whatever reason it deems appropriate or without reason; provided, however, that in the event that such termination is not pursuant to Section 6.1, 6.2, 6.3 or 6.5, the Company shall, except as provided in Section 9(c), (a) pay to the Employee the Severance Amount (as hereinafter defined) in equal installments on a monthly basis over the Severance Term (as hereinafter defined), (b) pay to the Employee any bonus payable in accordance with the terms of the Executive Bonus Plan and (c) provide the Employee for the Severance Term with the same benefits then in effect under Section 5. The Employee shall not be required to seek subsequent employment. Rights and benefits of the Employee 7 with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. Any termination of this Agreement by the Company after the date hereof and prior to the Closing Date shall be treated as a termination of employment pursuant to this Section 6.4 as of the day following the Closing Date, provided that the Closing (as defined in the Purchase Agreement) shall have occurred. For purposes hereof, Severance Amount shall mean an amount equal to the sum of (i) the annual salary then in effect under Section 3.1 and (ii) the Average Bonus (as hereinafter defined), multiplied by the Severance Factor. Average Bonus shall mean the average of the bonuses, if any, paid to the Employee by the Company and/or Miss Erikx xx the two (2) full fiscal years of the Company and/or Miss Erikx, xx applicable, prior to the date of termination of employment of the Employee. Severance Factor shall mean a fraction, the numerator of which is the number of days remaining in the then-current Term plus 365, and the denominator of which is 365. Severance Term shall mean the number of days remaining in the then-current Term plus 365 days. For purposes of the foregoing, in determining the number of days remaining in the then-current Term, if termination under this Section 6.4 occurs during (i) the Initial Term, the then-current Term shall be determined without regard to the Extended Term; provided, however, that if following such termination the Company attains the EBITDA 2-Year Target for the fiscal years ending October 31, 1998 and November 6, 1999, the then-current Term shall be determined with regard to the Extended Term and appropriate adjustments shall be made in the then remaining monthly installments of the Severance Amount to be paid over the extended Severance Term to take into account such determination or (ii) the Extended Term, the then-current Term shall be the remaining number of days in the Extended Term.

Other Termination by the Company. The Company may terminate the Employee's employment at any time during the Term for whatever reason it deems appropriate or without reason; provided, however, that in the event that such termination is not pursuant to Section 6.1, 6.2, 6.3 6.2 or 6.56.3, the Company shall, except as provided in Section 9(c), shall (a) continue to pay to the Employee the Severance Amount (as hereinafter defined) salary provided for in equal installments on a monthly basis over Section 3.1 for the Severance remainder of the then-current Term (as hereinafter defined), and for one year thereafter and (b) pay to the Employee any bonus payable in accordance with the terms of the Executive Bonus Plan and (c) provide the Employee for the Severance Term with the same benefits then in effect under Section 5Plan. The Employee shall not be required to seek subsequent employment; provided, however, that if the Employee obtains subsequent employment, the Employee shall inform the Company that he obtained such employment, and the Company shall offset any amounts earned from such subsequent employment (whether as an employee, a consultant or otherwise) against such salary continuation by the Company which becomes payable after the date the Employee obtains subsequent employment. If, upon expiration of the Term, the Company shall fail to offer employment to the Employee in the same position and with the same salary then in effect under Section 3.1 and participation in the Executive Bonus Plan on the same terms then in effect for an additional period of six (6) months pursuant to Section 1.2, the Company shall continue to pay to the Employee the salary then in effect under Section 3.1 for six (6) months from the date of expiration of the Term. Rights and benefits of the Employee 7 (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicableapplicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 8 and 10. Any termination of this Agreement by the Company after the date hereof and prior to the Closing Date shall be treated as a termination of employment pursuant to this Section 6.4 as of the day following the Closing Date, provided that the Closing (as defined in the Purchase Agreement) shall have occurred. For purposes hereof, Severance Amount shall mean an amount equal to the sum of (i) the annual salary then in effect under Section 3.1 and (ii) the Average Bonus (as hereinafter defined), multiplied by the Severance Factor. Average Bonus shall mean the average of the bonuses, if any, paid to the Employee by the Company and/or Miss Erikx xx the two (2) full fiscal years of the Company and/or Miss Erikx, xx applicable, prior to the date of termination of employment of the Employee. Severance Factor shall mean a fraction, the numerator of which is the number of days remaining in the then-current Term plus 365, and the denominator of which is 365. Severance Term shall mean the number of days remaining in the then-current Term plus 365 days. For purposes of the foregoing, in determining the number of days remaining in the then-current Term, if termination under this Section 6.4 occurs during (i) the Initial Term, the then-current Term shall be determined without regard to the Extended Term; provided, however, that if following such termination the Company attains the EBITDA 2-Year Target for the fiscal years ending October 31, 1998 and November 6, 1999, the then-current Term shall be determined with regard to the Extended Term and appropriate adjustments shall be made in the then remaining monthly installments of the Severance Amount to be paid over the extended Severance Term to take into account such determination or (ii) the Extended Term, the then-current Term shall be the remaining number of days in the Extended Term.

Other Termination by the Company. The Company may terminate the Employee's employment at any time during the Term for whatever reason it deems appropriate or without reason; provided, however, that in the event that such termination is not pursuant to Section 6.1, 6.2, 6.3 or 6.5, the Company shall, except as provided in Section 9(c), (a) pay to the Employee the Severance Amount (as hereinafter defined) in equal installments on a monthly basis over the Severance Term (as hereinafter defined), (b) pay to the Employee any bonus payable in accordance with 5 47 the terms of the Executive Bonus Plan and (c) provide the Employee for the Severance Term with the same benefits then in effect under Section 5. The Employee shall not be required to seek subsequent employment. Rights and benefits of the Employee 7 with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. Any termination of this Agreement by the Company after the date hereof and prior to the Closing Date shall be treated as a termination of employment pursuant to this Section 6.4 as of the day following the Closing Date, provided that the Closing (as defined in the Purchase Agreement) shall have occurred. For purposes hereof, Severance Amount shall mean an amount equal to the sum of (i) the annual salary then in effect under Section 3.1 and (ii) the Average Bonus (as hereinafter defined), multiplied by the Severance Factor. Average Bonus shall mean the average of the bonuses, if any, paid to the Employee by the Company and/or Miss Erikx xx the two (2) full fiscal years of the Company and/or Miss Erikx, xx applicable, prior to the date of termination of employment of the Employee. Severance Factor shall mean a fraction, the numerator of which is the number of days remaining in the then-current Term plus 365, and the denominator of which is 365. Severance Term shall mean the number of days remaining in the then-current Term plus 365 days. For purposes of the foregoing, in determining the number of days remaining in the then-current Term, if termination under this Section 6.4 occurs during (i) the Initial Term, the then-current Term shall be determined without regard to the Extended Term; provided, however, that if following such termination the Company attains the EBITDA 2-Year Target for the fiscal years ending October 31, 1998 and November 6, 1999, the then-current Term shall be determined with regard to the Extended Term and appropriate adjustments shall be made in the then remaining monthly installments of the Severance Amount to be paid over the extended Severance Term to take into account such determination or (ii) the Extended Term, the then-current Term shall be the remaining number of days in the Extended Term.

Other Termination by the Company. The Company may terminate the Employee's employment at any time during the Term for whatever reason it deems appropriate or without reason; provided, however, that in the event that such termination is not pursuant to Section 6.1, 6.2, 6.3 or 6.5, the Company shall, except as provided in Section 9(c), (a) pay to the Employee the Severance Amount (as hereinafter defined) in equal installments on a monthly basis over the Severance Term (as hereinafter defined), (b) pay to the Employee any bonus payable in accordance with the terms of the Executive Bonus Plan and (c) provide the Employee for the Severance Term with the same benefits then in effect under Section 5. The Employee shall not be required to seek subsequent employment. Rights and benefits of the Employee 7 with respect to the Options or the Bonus Options shall be 7 determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. Any termination of this Agreement by the Company after the date hereof and prior to the Closing Date shall be treated as a termination of employment pursuant to this Section 6.4 as of the day following the Closing Date, provided that the Closing (as defined in the Purchase Agreement) shall have occurred. For purposes hereof, Severance Amount shall mean an amount equal to the sum of (i) the annual salary then in effect under Section 3.1 and (ii) the Average Bonus (as hereinafter defined), multiplied by the Severance Factor. Average Bonus shall mean the average of the bonuses, if any, paid to the Employee by the Company and/or Miss Erikx xx the two (2) full fiscal years of the Company and/or Miss Erikx, xx applicable, prior to the date of termination of employment of the Employee. Severance Factor shall mean a fraction, the numerator of which is the number of days remaining in the then-current Term plus 365, and the denominator of which is 365. Severance Term shall mean the number of days remaining in the then-current Term plus 365 days. For purposes of the foregoing, in determining the number of days remaining in the then-current Term, if termination under this Section 6.4 occurs during (i) the Initial Term, the then-current Term shall be determined without regard to the Extended Term; provided, however, that if following such termination the Company attains the EBITDA 2-Year Target for the fiscal years ending October 31, 1998 and November 6, 1999, the then-current Term shall be determined with regard to the Extended Term and appropriate adjustments shall be made in the then remaining monthly installments of the Severance Amount to be paid over the extended Severance Term to take into account such determination or (ii) the Extended Term, the then-current Term shall be the remaining number of days in the Extended Term.

Other Termination by the Company. The Company may terminate the Employee's employment at of the Executive for any time during reason other than one specified in Section 4(b) or Section 4(c) immediately upon written notice of termination to the Term Executive. If the Executive’s employment with the Company is terminated by the Company for whatever any reason it deems appropriate other than one specified in Section 4(b) or without reason; providedSection 4(c), howeverin addition to the Accrued Obligations, that and subject to the execution by the Executive of a release in the event form of Exhibit B hereto (the “Release”) and the compliance by the Executive with the Release and all terms and provisions of this Agreement and the Executive Confidentiality Agreement (as defined in Section 5) that such survive the termination is not pursuant to Section 6.1, 6.2, 6.3 or 6.5, of the Executive’s employment by the Company shall, except as provided the Executive shall be entitled to receive (i) severance payments in Section 9(c), (a) pay an amount equal to the Employee Base Salary for the Severance Amount (as hereinafter defined) in equal installments on a monthly basis over the Severance Term (as hereinafter defined)Period, (b) pay to the Employee any bonus payable in accordance with the terms of the Executive Bonus Plan Company’s payroll practices and (c) provide the Employee for the Severance Term with the same benefits policies then in effect under Section 5. The Employee shall not be required to seek subsequent employment. Rights and benefits of the Employee 7 with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, (except as provided below regarding the commencement of payments); plus (ii) monthly reimbursement (upon presentation of proof of payment) for the medical insurance premiums under the Company’s group insurance plan (currently Independence Blue Cross Personal Choice Flex, Group #10402187) for the Executive and his eligible dependents at the same level as was in Sections 7, 8, 9 and 10effect on the termination date until the earlier of (1) the end of the Severance Period or (2) the date the Executive becomes eligible for medical benefits through another employer. Any termination of this Agreement by payments due pursuant to Section 4(d), other than the Company Accrued Obligations, shall commence as soon as administratively feasible within 60 days after the date hereof and prior to of the Closing Date shall be treated as a Executive’s termination of employment pursuant to this Section 6.4 as of provided the day following Executive has timely executed and returned the Closing Date, provided that the Closing (as defined in the Purchase Agreement) shall have occurred. For purposes hereof, Severance Amount shall mean an amount equal to the sum of (i) the annual salary then in effect under Section 3.1 and (ii) the Average Bonus (as hereinafter defined), multiplied by the Severance Factor. Average Bonus shall mean the average of the bonusesRelease and, if any, paid to the Employee by the Company and/or Miss Erikx xx the two (2) full fiscal years of the Company and/or Miss Erikx, xx a revocation period is applicable, prior to the date of termination of employment of Executive has not revoked the Employee. Severance Factor shall mean a fraction, the numerator of which is the number of days remaining in the then-current Term plus 365, and the denominator of which is 365. Severance Term shall mean the number of days remaining in the then-current Term plus 365 days. For purposes of the foregoing, in determining the number of days remaining in the then-current Term, if termination under this Section 6.4 occurs during (i) the Initial Term, the then-current Term shall be determined without regard to the Extended TermRelease; provided, however, that if following such termination the Company attains the EBITDA 260-Year Target for the fiscal years ending October 31, 1998 day period begins in one calendar year and November 6, 1999ends in a second calendar year, the then-current Term severance payments shall be determined with regard to the Extended Term and appropriate adjustments shall be made in the then remaining monthly installments of the Severance Amount begin to be paid over in the extended Severance Term second calendar year. The Accrued Obligations will be paid on the first payroll date following last date of employment to take into account such determination the extent administratively feasible and, if not, then on the second payroll date following the last date of employment. If the Executive’s employment with the Company is terminated by the Company pursuant to this Section 4(d), the Company shall not have any further obligation or liability under this Agreement except for the payments specified in clauses (i) and (ii) of this Section 4(d) and payment of the Extended Term, the then-current Term shall be the remaining number of days in the Extended TermAccrued Obligations.

Other Termination by the Company. The Company may terminate the Employee's employment at any time during the Term for whatever reason it deems appropriate or without reason; provided, however, that in the event that such termination is not pursuant to Section 6.1, 6.2, 6.3 6.2 or 6.56.3, the Company shall, except as provided in Section 9(c), shall (a) continue to pay to the Employee the Severance Amount (as hereinafter defined) salary provided for in equal installments on a monthly basis over Section 3.1 for the Severance remainder of the then-current Term (as hereinafter defined), and for one year thereafter and (b) pay to the Employee any bonus payable in accordance with the terms of the Executive Bonus Plan and (c) provide the Employee for the Severance Term with the same benefits then in effect under Section 5Plan. The Employee shall not be required to seek subsequent employment; provided, however, that if the Employee obtains subsequent employment, the Employee shall inform the Company that he obtained such employment, and the Company shall offset any amounts earned from such subsequent employment (whether as an employee, a consultant or otherwise) against such salary continuation by the Company which becomes payable after the date the Employee obtains subsequent employment. If, upon expiration of the Term, the Company shall fail to offer employment to the Employee in the same position and with the same salary then in effect under Section 3.1 and participation in the Executive Bonus Plan on the same terms then in effect for an additional period of six (6) months pursuant to Section 1.2, the Company shall continue to pay to the Employee the salary then in effect under Section 3.1 for six (6) months from the date of expiration of the Term. Rights and benefits of the Employee 7 (a) with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicableapplicable and (b) under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 8 and 10. Any termination of this Agreement by the Company after the date hereof and prior to the Closing Date shall be treated as a termination of employment pursuant to this Section 6.4 as of the day following the Closing Date, provided that the Closing (as defined in the Purchase Agreement) shall have occurred. For purposes hereof, Severance Amount shall mean an amount equal to the sum of (i) the annual salary then in effect under Section 3.1 and (ii) the Average Bonus (as hereinafter defined), multiplied by the Severance Factor. Average Bonus shall mean the average of the bonuses, if any, paid to the Employee by the Company and/or Miss Erikx xx the two (2) full fiscal years of the Company and/or Miss Erikx, xx applicable, prior to the date of termination of employment of the Employee. Severance Factor shall mean a fraction, the numerator of which is the number of days remaining in the then-current Term plus 365, and the denominator of which is 365. Severance Term shall mean the number of days remaining in the then-current Term plus 365 days. For purposes of the foregoing, in determining the number of days remaining in the then-current Term, if termination under this Section 6.4 occurs during (i) the Initial Term, the then-current Term shall be determined without regard to the Extended Term; provided, however, that if following such termination the Company attains the EBITDA 2-Year Target for the fiscal years ending October 31, 1998 and November 6, 1999, the then-current Term shall be determined with regard to the Extended Term and appropriate adjustments shall be made in the then remaining monthly installments of the Severance Amount to be paid over the extended Severance Term to take into account such determination or (ii) the Extended Term, the then-current Term shall be the remaining number of days in the Extended Term.7

Other Termination by the Company. The Company may terminate the Employee's employment at any time during the Term for whatever reason it deems appropriate or without reason; provided, however, that in the event that such termination is not pursuant to Section 6.1, 6.2, 6.3 or 6.5, the Company shall, except as provided in Section 9(c), (a) pay to the Employee the Severance Amount (as hereinafter defined) in equal installments on a monthly basis over the Severance Term (as hereinafter defined), (b) pay to the Employee any bonus payable in accordance with the terms of the Executive Bonus Plan and (c) provide the Employee for the Severance Term with the same benefits then in effect 8 under Section 5. The Employee shall not be required to seek subsequent employment. Rights and benefits of the Employee 7 with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. Any termination of this Agreement by the Company after the date hereof and prior to the Closing Date shall be treated as a termination of employment pursuant to this Section 6.4 as of the day following the Closing Date, provided that the Closing (as defined in the Purchase Agreement) shall have occurred. For purposes hereof, Severance Amount shall mean an amount equal to the sum of (i) the annual salary then in effect under Section 3.1 and (ii) the Average Bonus (as hereinafter defined), multiplied by the Severance Factor. Average Bonus shall mean the average of the bonuses, if any, paid to the Employee by the Company and/or Miss Erikx xx the two (2) full fiscal years of the Company and/or Miss Erikx, xx applicable, prior to the date of termination of employment of the Employee. Severance Factor shall mean a fraction, the numerator of which is the number of days remaining in the then-current Term plus 365, and the denominator of which is 365. Severance Term shall mean the number of days remaining in the then-current Term plus 365 days. For purposes of the foregoing, in determining the number of days remaining in the then-current Term, if termination under this Section 6.4 occurs during (i) the Initial Term, the then-current Term shall be determined without regard to the Extended Term; provided, however, that if following such termination the Company attains the EBITDA 2-Year Target for the fiscal years ending October 31, 1998 and November 6, 1999, the then-current Term shall be determined with regard to the Extended Term and appropriate adjustments shall be made in the then remaining monthly installments of the Severance Amount to be paid over the extended Severance Term to take into account such determination or (ii) the Extended Term, the then-current Term shall be the remaining number of days in the Extended Term.

Other Termination by the Company. The Company may terminate the Employee's employment at any time during the Term for whatever reason it deems appropriate or without reason; provided, however, that in the event that such termination is not pursuant to Section 6.1, 6.2, 6.3 or 6.5, the Company shall, except as provided in Section 9(c), (a) pay to the Employee the Severance Amount (as hereinafter defined) in equal installments on a monthly basis over the Severance Term (as hereinafter defined), (b) pay to the Employee any bonus payable in accordance with the terms of the Executive Bonus Plan and (c) provide the Employee for the Severance Term with the same benefits then in effect under Section 5. The Employee shall not be required to seek subsequent employment. Rights and benefits of the Employee 7 with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. Any termination of this Agreement by the Company after the date hereof and prior to the Closing Date shall be treated as a termination of employment pursuant to this Section 6.4 as of the day following the Closing Date, provided that the Closing (as defined in the Purchase Agreement) shall have occurred. 5 17 For purposes hereof, Severance Amount shall mean an amount equal to the sum of (i) the annual salary then in effect under Section 3.1 and (ii) the Average Bonus (as hereinafter defined), multiplied by the Severance Factor. Average Bonus shall mean the average of the bonuses, if any, paid to the Employee by the Company and/or Miss Erikx xx the two (2) full fiscal years of the Company and/or Miss Erikx, xx applicable, prior to the date of termination of employment of the Employee. Severance Factor shall mean a fraction, the numerator of which is the number of days remaining in the then-current Term plus 365, and the denominator of which is 365. Severance Term shall mean the number of days remaining in the then-current Term plus 365 days. For purposes of the foregoing, in determining the number of days remaining in the then-current Term, if termination under this Section 6.4 occurs during (i) the Initial Term, the then-current Term shall be determined without regard to the Extended Term; provided, however, that if following such termination the Company attains the EBITDA 2-Year Target for the fiscal years ending October 31, 1998 and November 6, 1999, the then-current Term shall be determined with regard to the Extended Term and appropriate adjustments shall be made in the then remaining monthly installments of the Severance Amount to be paid over the extended Severance Term to take into account such determination or (ii) the Extended Term, the then-current Term shall be the remaining number of days in the Extended Term.

Other Termination by the Company. The Company may terminate the Employee's employment at any time during the Term for whatever reason it deems appropriate or without reason; provided, however, that in the event that such termination is not pursuant to Section 6.1, 6.2, 6.3 or 6.5, the Company shall, except as provided in Section 9(c), (a) pay to the Employee the Severance Amount (as hereinafter defined) in equal installments on a monthly basis over the Severance Term (as hereinafter defined), (b) pay to the Employee any bonus payable in accordance with the terms of the Executive Bonus Plan and (c) provide the Employee for the Severance Term with the same benefits then in effect under Section 5. The Employee shall not be required to seek subsequent employment. Rights and benefits of the Employee 7 with respect to the Options or the Bonus Options shall be determined in accordance with Section 3.3(b) or the Executive Bonus Plan, as applicable. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 8 and 10. Any termination of this Agreement by the Company after the date hereof and prior to the Closing Date shall be treated as a termination of employment pursuant to this Section 6.4 as of the day following the Closing Date, provided that the Closing (as defined in the Purchase Agreement) shall have occurred. For purposes hereof, Severance Amount shall mean an amount equal to the sum of (i) the annual salary then in effect under Section 3.1 and (ii) the Average Bonus (as hereinafter defined), multiplied by the Severance Factor. Average Bonus shall mean the average of the bonuses, if any, paid to the Employee by the Company and/or Miss Erikx xx the two (2) full fiscal years of the Company and/or Miss Erikx, xx applicable, prior to the date of termination of employment of the Employee. Severance Factor shall mean a fraction, the numerator of which is the number of days remaining in the then-current Term plus 365, and the denominator of which is 365. Severance Term shall mean the number of days remaining in the then-current Term plus 365 days. For purposes of the foregoing, in determining the number of days remaining in the then-current Term, if termination under this Section 6.4 occurs during (i) the Initial Term, the then-current Term shall be determined without regard to the Extended Term; provided, however, that if following such termination the Company attains the EBITDA 2-Year Target for the fiscal years ending October 31, 1998 and November 6, 1999, the then-current Term shall be determined with regard to the Extended Term and appropriate adjustments shall be made in the then remaining monthly installments of the Severance Amount to be paid over the extended Severance Term to take into account such determination or (ii) the Extended Term, the then-current Term shall be the remaining number of days in the Extended Term.