Common use of Other Than for Cause or by Reason of Death or Disability Clause in Contracts

Other Than for Cause or by Reason of Death or Disability. If the Company terminates Employee's employment (other than for Cause or because of his Death or Disability), or Employee terminates his employment for Good Reason, the Company shall (a) timely pay any Accrued Obligations (including but not limited to any immediately vested stock options in accordance with Section III C. hereof) and (b) pay Employee a lump sum equal to two times (or if such termination occurs on or after June 23, 1999, one and one-half times) the sum of (i) the annual base salary contained in Section III.A. hereof (or any higher base salary currently in effect on the date of termination) ("Base Salary") and (ii) the greater of (x) the average of the annual bonus payable to the Employee by the Company in respect to the two fiscal years preceding the fiscal year in which the termination occurs, annualized if any of the fiscal years is shorter than twelve months (or the average of bonuses paid by the Company for such shorter period preceding the fiscal year in which the Employee was employed) or (y) the Minimum Bonus (the greater of (x) or (y) being the "Bonus Amount"). In addition, any Additional Options granted to Employee under any applicable stock or equity incentive plan shall continue to vest (in accordance with the applicable option agreements) during the remainder of the Stated Term as if such termination had not occurred and the termination of service for purposes of any such plan and such option agreements shall be deemed to occur at the expiration of the Stated Term. The Company shall also pay on behalf of Employee the full cost of the continuation for two years of that level of health benefit coverage provided by the Company to Employee and/or his family immediately prior to termination of his employment. Employee shall be entitled to exercise his rights to continued coverage under COBRA upon the expiration of said two years of continued health benefit coverage. Notwithstanding anything to the contrary contained in this Agreement, should a Change of Control occur during the first year of the term of this Agreement involving any entity with which the Company is currently engaged and subject to a confidentiality agreement, then such Change of Control shall be deemed to have occurred in the second year of the term of this Agreement for the purpose of calculating any payments due Employee hereunder.

Other Than for Cause or by Reason of Death or Disability. If the Company terminates Employee's employment (other than for Cause or because of his Death or Disability), or Employee terminates his employment for Good Reason, the Company shall (a) timely pay any Accrued Obligations (including but not limited to any immediately vested stock options in accordance with Section III C. hereof) and (b) if such termination occurs prior to June 5, 1998, pay Employee a lump sum equal to two times (or if such termination occurs on or after June 235, 19991998, one and one-one half times) the sum of (i) the annual base salary contained in Section III.A. hereof (or any higher base salary currently in effect on the date of termination) ("Base Salary") and (ii) the greater of (x) the average of the annual bonus payable to the Employee by the Company in respect to the two fiscal years preceding the fiscal year in which the termination occurs, annualized if any of the fiscal years is shorter than twelve months (or the average of bonuses paid by the Company for such shorter period preceding the fiscal year in which the Employee was employed) or (y) the Minimum Bonus (the greater of (x) or (y) being the "Bonus Amount"). In addition, any Additional Options granted to Employee under any applicable stock or equity incentive plan shall continue to vest (in accordance with the applicable option agreements) during the remainder of the Stated Term as if such termination had not occurred and the termination of service for purposes of any such plan and such option agreements shall be deemed to occur at the expiration of the Stated Term. The Company shall also pay on behalf of Employee the full cost of the continuation for two years of that level of health benefit coverage provided by the Company to Employee and/or his family immediately prior to termination of his employment. Employee shall be entitled to exercise his rights to continued coverage under COBRA upon the expiration of said two years of continued health benefit coverage. Notwithstanding anything Further, the Company shall pay to Employee, within fourteen days of presentation of receipts or other substantiation reasonably required hereunder, an amount equal to (i) all out of pocket expenses for packing and moving his household effects and automobiles by commercial moving service from Youngstown, Ohio to any other location in the continental United States and (ii) any loss he suffers on his home in Youngstown, Ohio equal to the contrary contained in this Agreement, should a Change of Control occur during the first year excess of the term purchase price of this Agreement involving his home, plus any entity with which capital improvements thereto, over the Company is currently engaged Sale Price (as defined herein) ((i) and subject (ii) jointly referred to as the "Moving Reimbursement"). The Sale Price means the actual selling price to a confidentiality agreementthird party, then less commissions and other customary expenses of sale, for which Employee sells his home if the sale occurs within 180 days after termination of employment or, if no such Change sale has occurred within such period, the Appraised Value (as defined herein). The Appraised Value means the fair market value of Control the home as of the date of the appraisal as determined by a qualified appraiser mutually agreed to by the Employee and the Company. If the parties cannot mutually agree, each party shall pick an appraiser who in turn shall mutually agree on a third qualified appraiser who shall determine the fair market value of the home as of the date of the appraisal. Such appraisal shall be deemed to have occurred in binding on the second year parties hereto. The appraisal shall be paid for one half by the Employee and one half by the Company. Notwithstanding the foregoing, the Moving Reimbursement shall not exceed the lesser of $75,000.00 or the full amount of the term of this Agreement Moving Reimbursement reduced by amounts paid by a subsequent employer for the purpose of calculating any payments due Employee hereunderpacking and moving expenses from Youngstown, Ohio.

Other Than for Cause or by Reason of Death or Disability. If the Company terminates Employee's employment (other than for Cause or because of his Death or Disability), or Employee terminates his employment for Good Reason, the Company shall (a) timely pay any Accrued Obligations (including but not limited to any immediately vested stock options in accordance with Section III C. hereof) and (b) if such termination occurs prior to June 13, 1998, pay Employee a lump sum equal to two times (or if such termination occurs on or after June 2313, 19991998, one and one-one half times) the sum of (i) the annual base salary contained in Section III.A. hereof (or any higher base salary currently in effect on the date of termination) ("Base Salary") and (ii) the greater of (x) the average of the annual bonus payable to the Employee by the Company in respect to the two three fiscal years preceding the fiscal year in which the termination occurs, annualized if any of the fiscal years is shorter than twelve months (or the average of bonuses paid by the Company for such shorter period preceding the fiscal year in which the Employee was employed) or (y) the Minimum Bonus (the greater of (x) or (y) being the "Bonus Amount"). In addition, any Additional Options granted to Employee under any applicable stock or equity incentive plan shall continue to vest (in accordance with the applicable option agreements) during the remainder of the Stated Term as if such termination had not occurred and the termination of service for purposes of any such plan and such option agreements shall be deemed to occur at the expiration of the Stated Term. The Company shall also pay on behalf of Employee the full cost of the continuation for two years of that level of health benefit coverage provided by the Company to Employee and/or his family immediately prior to termination of his employment. Employee shall be entitled to exercise his rights to continued coverage under COBRA upon the expiration of said two years of continued health benefit coverage. Notwithstanding anything to the contrary contained in this AgreementFurther, should a Change of Control occur during the first year of the term of this Agreement involving any entity with which the Company is currently engaged shall pay to Employee, within fourteen days of presentation of receipts or other substantiation reasonably required hereunder, an amount equal to all out of pocket expenses for packing and subject to a confidentiality agreementmoving his household effects and automobiles by commercial moving service from Youngstown, then such Change of Control shall be deemed to have occurred in the second year of the term of this Agreement for the purpose of calculating any payments due Employee hereunderOhio.

Other Than for Cause or by Reason of Death or Disability. If the Company terminates Employee's employment (other than for Cause or because of his Death or Disability), or Employee terminates his employment for Good Reason, the Company shall (a) timely pay any Accrued Obligations (including but not limited to any immediately vested stock options in accordance with Section III C. hereof) and (b) if such termination occurs prior to June 5, 1998, pay Employee a lump sum equal to two times (or if such termination occurs on or after June 235, 19991998, one and one-one half times) the sum of (i) the annual base salary contained in Section III.A. hereof (or any higher base salary currently in effect on the date of termination) ("Base Salary") and (ii) the greater of (x) the average of the annual bonus payable to the Employee by the Company in respect to the two fiscal years preceding the fiscal year in which the termination occurs, annualized if any of the fiscal years is shorter than twelve months (or the average of bonuses paid by the Company for such shorter period preceding the fiscal year in which the Employee was employed) or (y) the Minimum Bonus (the greater of (x) or (y) being the "Bonus Amount"). In addition, any Additional Options granted to Employee under any applicable stock or equity incentive plan shall continue to vest (in accordance with the applicable option agreements) during the remainder of the Stated Term as if such termination had not occurred and the termination of service for purposes of any such plan and such option agreements shall be deemed to occur at the expiration of the Stated Term. The Company shall also pay on behalf of Employee the full cost of the continuation for two years of that level of health benefit coverage provided by the Company to Employee and/or his family immediately prior to termination of his employment. Employee shall be entitled to exercise his rights to continued coverage under COBRA upon the expiration of said two years of continued health benefit coverage. Notwithstanding anything Further, the Company shall pay to Employee, within fourteen days of presentation of receipts or other substantiation reasonably required hereunder, an amount equal to (i) all out of pocket expenses for packing and moving his household effects and automobiles by commercial moving service from Youngstown, Ohio to any other location in the continental United States and (ii) any loss he suffers on his home in Youngstown, Ohio equal to the contrary contained in this Agreement, should a Change of Control occur during the first year excess of the term purchase price of this Agreement involving his home, plus any entity with which capital improvements thereto, over the Company is currently engaged Sale Price (as defined herein) ((i) and subject (ii) jointly referred to as the "Moving Reimbursement"). The Sale Price means the actual selling price to a confidentiality agreementthird party, then less commissions and other customary expenses of sale, for which Employee sells his home if the sale occurs within 180 days after termination of employment or, if no such Change sale has occurred within such period, the Appraised Value (as defined herein). The Appraised Value means the fair market value of Control the home as of the date of the appraisal as determined by a qualified appraiser mutually agreed to by the Employee and the Company. If the parties cannot mutually agree, each party shall pick an appraiser who in turn shall mutually agree on a third qualified appraiser who shall determine the fair market value of the home as of the date of the appraisal. Such appraisal shall be deemed to have occurred in binding on the second year parties hereto. The appraisal shall be paid for one half by the Employee and one half by the Company. Notwithstanding the foregoing, the Moving Reimbursement shall not exceed the lesser of $75,000 or the full amount of the term of this Agreement Moving Reimbursement reduced by amounts paid by a subsequent employer for the purpose of calculating packing and moving expenses from Youngstown, Ohio and for any payments due loss Employee hereundersuffers on his Youngstown, Ohio home.