Common use of Results of Termination Clause in Contracts

Results of Termination. (a) If your employment under this Agreement is terminated by the Company by reason of Cause or as a result of your disability (as determined in the reasonable discretion of the Company) or as a result of your death or by you for any reason (other than as provided for in subparagraph 8 (c) below) you shall not be entitled to receive salary for periods following termination. In the case of termination by reason of Cause you shall not be entitled to receive any portion of any unpaid bonus. In the case of termination as a result of your disability or death you shall receive a pro rata portion of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to the calendar year in which the termination occurs. (b) If your employment under this Agreement is terminated by the Company other than by reason of Cause or your death or disability, you shall be entitled to receive a lump sum payment equal to the sum of twice the amount of your then annual salary and a pro rata portion of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to the calendar year in which the termination occurs in lieu of any salary, bonus or other compensation which you would otherwise be entitled to under this Agreement. Such amount shall be paid within 60 days of the effective date of termination. (c) If you terminate your employment hereunder following a "change in control of the Company" (as described below) and provided you have not been offered "comparable employment" (as defined below) within 60 days after the event resulting in the change in control of the Company you shall be entitled to receive a lump sum payment equal to the sum of twice the amount of your annual salary for the calendar year in which the event resulting in the change in control of the Company occurs and a pro rata portion of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to the calendar year in which the termination occurs in lieu of any salary, bonus or other compensation to which you would otherwise be entitled to under this Agreement. Such amount shall be paid within 60 days of the effective date of termination. (d) For purposes of this Agreement, a "change in control of the Company" shall be deemed to occur if: (i) the Company merges or consolidates with, or sells all or substantially all of its assets to, another company (each, a "Transaction"), provided, however, that a Transaction shall not be deemed to result in a "change in control of the Company" if (A) immediately prior thereto (1) you are the other party to the transaction that would otherwise result in a "change in control of the Company" or (2) you are an executive officer, trustee, director or more than 5% equity holder of the other party to the transaction or of any entity, directly or indirectly, controlling such other party or (B)(1) the shareholders of the Company immediately before such Transaction own, directly or indirectly, immediately following such Transaction in excess of sixty-nine percent (69%) of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such Transaction (the "Surviving Corporation") in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Transaction and (2) the individuals who were members of the Company's Board of Directors immediately prior to the execution of the agreement providing for such Transaction constitute at least a majority of the members of the board of directors or the board of trustees, as the case may be, of the Surviving Corporation, or of a corporation or other entity beneficially directly or indirectly owning a majority of the outstanding voting securities of the Surviving Corporation, (ii) the Company acquires assets of another company or a subsidiary of the Company merges or consolidates with another company (each, an "Other Transaction") and (i) the shareholders of the Company, immediately before such Other Transaction own, directly or indirectly, immediately following such Other Transaction 69% or less of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such Other Transaction (the "Other Surviving Corporation") in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Other Transaction or (ii) the individuals who were members of the Company's Board of Directors immediately prior to the execution of the agreement providing for such Other Transaction constitute less than a majority of the members of the board of directors or the board of trustees, as the case may be, of the Other Surviving Corporation, or of a corporation or other entity beneficially directly or indirectly owning a majority of the outstanding voting securities of the Other Surviving Corporation, provided, however, that an Other Transaction shall not be deemed to result in a "change in control of the Company" if immediately prior thereto the circumstances in (i)(A)(1) or (i)(A)(2) above exist, or (iii) any person or entity or group of affiliated persons or entities owns at any time 30% or more of the outstanding voting securities of the Company, provided that such person, entity or group shall not be deemed to own 30% or more of the outstanding voting securities of the Company if the last event or transaction which results in such ownership is (a) the issuance of such securities in connection with the sale by the Company of less than all or substantially all of its assets or (b) the acquisition by the Company of any such voting securities. (e) For purposes of this Agreement, you shall be deemed to have received an offer of "comparable employment" if you receive an offer to continue your employment for at least the balance of the term covered by this Agreement, with the same title set forth in Paragraph 1 hereof, pursuant to which you would perform the same type of duties you had been performing under this Agreement and at a salary and minimum bonus not less than that provided for in Paragraphs 3 and 4 hereof.

Results of Termination. (a) If your employment under this Agreement is terminated by the Company by reason of Cause or as a result of your disability (as determined in the reasonable discretion of the Company) or as a result of your death or by you for any reason (other than as provided for in subparagraph 8 (c) below) you shall not be entitled to receive salary for periods following termination. In ; provided, however, if your employment under this Agreement is terminated by the case of termination Company other than by reason of Cause you shall not be entitled to receive any portion of any unpaid bonus. In the case of termination or is terminated as a result of your disability or as a result of your death you shall be entitled to receive a pro rata portion bonus equal to 50% of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to your annual salary for the calendar year in which the termination occurs, which bonus shall be prorated based on the number of days in the calendar year in which the termination occurs which have elapsed prior to such termination. (b) If your employment under this Agreement is terminated by the Company other than by reason of Cause or your death or disability, you shall be entitled to receive a lump sum payment equal to the sum of twice the amount of your then annual salary and a pro rata portion of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to the calendar year in which the termination occurs in lieu of any salary, bonus or other compensation which you would otherwise be entitled to under this Agreement. Such amount shall be paid within 60 days of the effective date of termination. (c) If you terminate your employment hereunder following a "change in control of the Company" (as described below) and provided you have not been offered "comparable employment" (as defined below) within 60 days after the event resulting in the change in control of the Company you shall be entitled to receive in lieu of any salary, bonus or other compensation to which you would otherwise be entitled to under this Agreement, (i) a lump sum payment equal to the sum of twice the amount of your annual salary for the calendar year in which the event resulting in the change in control of the Company occurs and (ii) a pro rata portion bonus equal to 50% of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to your annual salary for the calendar year in which the termination event resulting in the change in control of the Company occurs, which bonus shall be prorated based on the number of days in the calendar year in which the event resulting in the change in control of the Company occurs in lieu of any salary, bonus or other compensation which have elapsed prior to which you would otherwise be entitled to under this Agreementsuch occurrence. Such amount shall be paid within 60 days of the effective date of termination. (d) For purposes of this Agreement, a "change in control of the Company" shall be deemed to occur if: (i) the Company merges or consolidates with, or sells all or substantially all of its assets to, another company (each, a "Transaction"), provided, however, that a Transaction shall not be deemed to result in a "change in control of the Company" if (A) immediately prior thereto (1) you are the other party to the transaction that would otherwise result in a "change in control of the Company" or (2) you are an executive officer, trustee, director or more than 5% equity holder of the other party to the transaction or of any entity, directly or indirectly, controlling such other party or (B)(1) the shareholders of the Company Company, immediately before such Transaction own, directly or indirectly, immediately following such Transaction in excess of sixty-nine percent (69%) of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such Transaction (the "Surviving Corporation") in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Transaction and (2) the individuals who were members of the Company's Board of Directors immediately prior to the execution of the agreement providing for such Transaction constitute at least a majority of the members of the board of directors or the board of trustees, as the case may be, of the Surviving Corporation, or of a corporation or other entity beneficially directly or indirectly owning a majority of the outstanding voting securities of the Surviving Corporation, (ii) the Company acquires assets of another company or a subsidiary of the Company merges or consolidates with another company (each, an "Other Transaction") and (i) the shareholders of the Company, immediately before such Other Transaction own, directly or indirectly, immediately following such Other Transaction 69% or less of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such Other Transaction (the "Other Surviving Corporation") in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Other Transaction or (ii) the individuals who were members of the Company's Board of Directors immediately prior to the execution of the agreement providing for such Other Transaction constitute less than a majority of the members of the board of directors or the board of trustees, as the case may be, of the Other Surviving Corporation, or of a corporation or other entity beneficially directly or indirectly owning a majority of the outstanding voting securities of the Other Surviving Corporation, provided, however, that an Other Transaction shall not be deemed to result in a "change in control of the Company" if immediately prior thereto the circumstances in (i)(A)(1) or (i)(A)(2) above exist, or (iii) any person or entity or group of affiliated persons or entities owns at any time 30% or more of the outstanding voting securities of the Company, provided that such person, entity or group shall not be deemed to own 30% or more of the outstanding voting securities of the Company if the last event or transaction which results in such ownership is (a) the issuance of such securities in connection with the sale by the Company of less than all or substantially all of its assets or (b) the acquisition by the Company of any such voting securities. (e) For purposes of this Agreement, you shall be deemed to have received an offer of "comparable employment" if you receive an offer to continue your employment for at least the balance of the term covered by this Agreement, with the same title set forth in Paragraph 1 hereof, pursuant to which you would perform the same type of duties you had been performing under this Agreement and at a salary and minimum bonus not less than that provided for in Paragraphs Paragraph 3 and 4 hereof.

Results of Termination. (a) If your employment under this Agreement is terminated by the Company by reason of Cause or as a result of your disability (as determined in the reasonable discretion of the Company) or as a result of your death or by you for any reason (other than as provided for in subparagraph 8 (c) below) you shall not be entitled to receive salary for periods following termination. In the case of termination by reason of Cause you shall not be entitled to receive any portion of any unpaid bonus. In the case of termination as a result of your disability or death you shall receive a pro rata portion of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to the calendar year in which the termination occurs. (b) If your employment under this Agreement is terminated by the Company other than by reason of Cause or your death or disability, you shall be entitled to receive a lump sum payment equal to the sum of twice the amount of your then annual salary and a pro rata portion of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to the calendar year in which the termination occurs in lieu of any salary, bonus or other compensation which you would otherwise be entitled to under this Agreement. Such amount shall be paid within 60 days of the effective date of termination. (c) If you terminate your employment hereunder following a "change in control of the Company" (as described below) and provided you have not been offered "comparable employment" (as defined below) within 60 days after the event resulting in the change in control of the Company you shall be entitled to receive a lump sum payment equal to the sum of twice the amount of your annual salary for the calendar year in which the event resulting in the change in control of the Company occurs and a pro rata portion of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to the calendar year in which the termination occurs in lieu of any salary, bonus or other compensation to which you would otherwise be entitled to under this Agreement. Such amount shall be paid within 60 days of the effective date of termination. (d) For purposes of this Agreement, a "change in control of the Company" shall be deemed to occur if: (i) the Company merges or consolidates with, or sells all or substantially all of its assets to, another company (each, a "Transaction"), provided, however, that a Transaction shall not be deemed to result in a "change in control of the Company" if (A) immediately prior thereto (1) you are the other party to the transaction that would otherwise result in a "change in control of the Company" or (2) you are an executive officer, trustee, director or more than 5% equity holder of the other party to the transaction or of any entity, directly or indirectly, controlling such other party or (B)(1) the shareholders of the Company immediately before such Transaction own, directly or indirectly, immediately following such Transaction in excess of sixty-nine percent (69%) of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such Transaction (the "Surviving Corporation") in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Transaction and (2) the individuals who were members of the Company's Board of Directors immediately prior to the execution of the agreement providing for such Transaction constitute at least a majority of the members of the board of directors or the board of trustees, as the case may be, of the Surviving Corporation, or of a corporation or other entity beneficially directly or indirectly owning a majority of the outstanding voting securities of the Surviving Corporation, (ii) the Company acquires assets of another company or a subsidiary of the Company merges or consolidates with another company (each, an "Other Transaction") and (i) the shareholders of the Company, immediately before such Other Transaction own, directly or indirectly, immediately following such Other Transaction 69% or less of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such Other Transaction (the "Other Surviving Corporation") in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Other Transaction or (ii) the individuals who were members of the Company's Board of Directors immediately prior to the execution of the agreement providing for such Other Transaction constitute less than a majority of the members of the board of directors or the board of trustees, as the case may be, of the Other Surviving Corporation, or of a corporation or other entity beneficially directly or indirectly owning a majority of the outstanding voting securities of the Other Surviving Corporation, provided, however, that an Other Transaction shall not be deemed to result in a "change in control of the Company" if immediately prior thereto the circumstances in (i)(A)(1) or (i)(A)(2) above exist, or (iii) any person or entity or group of affiliated persons or entities owns at any time 30% or more of the outstanding voting securities of the Company, provided that such person, entity or group shall not be deemed to own 30% or more of the outstanding voting securities of the Company if the last event or transaction which results in such ownership is (a) the issuance of such securities in connection with the sale by the Company of less than all or substantially all of its assets or (b) the acquisition by the Company of any such voting securities. (e) For purposes of this Agreement, you shall be deemed to have received an offer of "comparable employment" if you receive an offer to continue your employment for at least the balance of the term covered by this Agreement, with the same title set forth in Paragraph 1 hereof, pursuant to which you would perform the same type of duties you had been performing under this Agreement and at a salary and minimum bonus not less than that provided for in Paragraphs Paragraph 3 and 4 hereof.

Results of Termination. (a) If your employment under this Agreement is terminated by the Company by reason of Cause or as a result of your disability (as determined in by a consensus of two doctors as mutually chosen by the reasonable discretion Company and yourself, with any expenses incurred for the cost of office visits, testing and travel expenses which is not covered by the Company's health plan being reimbursed to you by the Company) or as a result of your death or by you for any reason (other than as provided for in subparagraph subparagraphs 8 (c) and 8(d) below) you shall not be entitled to receive salary for periods following termination. In the case of termination by reason of Cause you shall not be entitled to receive any portion of any unpaid bonus. In the case of termination as a result of your disability or death you shall receive a pro rata portion of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to the calendar year in which the termination occurs. (b) If your employment under this Agreement is terminated by the Company other than by reason of Cause or your death or disability, you shall be entitled to receive a lump sum payment equal to the sum of twice the amount of your then annual annualized salary and for that full calendar year, a pro rata portion of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to the calendar year in which the termination occurs and all accrued and previously unused vacation time (the calculation for which will be a daily rate based upon your current annual salary at the time of termination) in lieu of any salary, bonus or other compensation which you would otherwise be entitled to under this Agreement. Such amount shall be paid in a lump sum within 60 days of the effective date of termination. (c) If you terminate your employment hereunder following a "change in control of the Company" (as described below) and provided you have not been offered "comparable employment" (as defined below) by the successor entity within 60 15 calendar days after the event resulting in the change in control of the Company Company, you shall be entitled to receive a lump sum payment equal to the sum of twice the amount of your annual annualized salary for the full calendar year in which the event resulting in the change in control of the Company occurs and a pro rata portion of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to the calendar year in which the termination occurs and previously unused vacation time (the calculation for which will be a daily rate based upon your current annual salary at the time of termination) in lieu of any salary, bonus or other compensation to which you would otherwise be entitled to under this Agreement. Such amount shall be paid in a lump sum within 60 days of the effective date of termination. Not withstanding anything herein to the contrary, if the "change in control of the Company" occurs on or after June 15 of any year of this Agreement and either party has given notice to the other party that the term shall not be renewed, then the term set forth in Paragraph 2 of this Agreement shall be extended to July 16 of such year. (d) If after having been offered "comparable employment" (as described below) by the successor entity as described in Paragraph 8(c) and provided that if during a 180 day period after that offer of "comparable employment" you have determined that the "comparable employment" conditions are no longer being reasonably met and you terminate your employment on such basis, you shall be entitled to receive a lump sum payment equal to the sum of twice the amount of your annualized salary for the full calendar year in which the event resulting in the change in control of the Company occurs and a pro rata portion of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to the calendar year in which the termination occurs and previously unused vacation time (the calculation for which will be a daily rate based upon your current annual salary at the time of termination) in lieu of any salary, bonus or other compensation to which you would otherwise be entitled to under this Agreement. Such amount shall be paid in a lump sum within 60 days of the effective date of termination. (de) For purposes of this Agreement, a "change in control of the Company" shall be deemed to occur if: (i) the Company merges or consolidates with, or sells all or substantially all of its assets to, another company or (each, a "Transaction"), provided, however, that a Transaction shall not be deemed to result in a "change in control of the Company" if (A) immediately prior thereto (1) you are the other party to the transaction that would otherwise result in a "change in control of the Company" or (2) you are an executive officer, trustee, director or more than 5% equity holder of the other party to the transaction or of any entity, directly or indirectly, controlling such other party or (B)(1) the shareholders of the Company immediately before such Transaction own, directly or indirectly, immediately following such Transaction in excess of sixty-nine percent (69%) of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such Transaction (the "Surviving Corporation") in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Transaction and (2) the individuals who were members of the Company's Board of Directors immediately prior to the execution of the agreement providing for such Transaction constitute at least a majority of the members of the board of directors or the board of trustees, as the case may be, of the Surviving Corporation, or of a corporation or other entity beneficially directly or indirectly owning a majority of the outstanding voting securities of the Surviving Corporation,; (ii) the Company acquires assets of another company or a subsidiary of the Company merges or consolidates with another company (each, an "Other Transaction") and (iA) the shareholders of the Company, immediately before such Other Transaction own, directly or indirectly, immediately following such Other Transaction Transaction, 69% or less of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such Other Transaction (the "Other Surviving Corporation") in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Other Transaction or (iiB) the individuals who were members of the Company's Board of Directors immediately prior to the execution of the agreement providing for such Other Transaction constitute less than a majority of the members of the board of directors or the board of trustees, as the case may be, of the Other Surviving Corporation, or of a corporation or other entity beneficially directly or indirectly owning a majority of the outstanding voting securities of the Other Surviving Corporation, provided, however, that an Other Transaction shall not be deemed to result in a "change in control of the Company" if immediately prior thereto the circumstances in (i)(A)(1) or (i)(A)(2) above exist, or; (iii) any person or entity or group of affiliated persons or entities owns at any time 30% or more of the outstanding voting securities of the Company, provided that such person, entity or group shall not be deemed to own 30% or more of the outstanding voting securities of the Company if the last event or transaction which results in such ownership is (aA) the issuance of such securities in connection with the sale by the Company of less than all or substantially all of its assets or (bB) the acquisition by the Company of any such voting securities; provided, however, that if a Person owns 30% or more of the outstanding voting securities of the Company as a result of the acquisition by the Company of any such voting securities and after such acquisition by the Company, such Person becomes the owner of any additional voting securities of the Company than a change in control of the Company shall occur; (iv) filing Articles of Dissolution of the Company with the Maryland State Department of Assessments and Taxation or transferring the Company’s assets into a liquidating trust; (v) the rejection by the Stockholders of the entire slate of directors that the Board proposes at a single election of directors; or (vi) the rejection by the Stockholders of one-half or more of the directors that the Board proposes over any two or more consecutive elections of directors. (ef) For purposes of this Agreement, you shall be deemed to have received an offer of "comparable employment" if you receive an offer to continue your employment for at least the balance of the term covered by this Agreement, with the same title set forth in Paragraph 1 hereof, pursuant to which you would perform the same type of duties you had been performing under this Agreement and Agreement, at a salary and minimum bonus not less than that provided for in Paragraphs 3 and 4 hereof, annual vacation time consistent with the number of days in effect during the current year, health insurance and benefits which are at least as comparable to those previously provided by the Company in Paragraph 5 hereof and the employment is at a physical location that is located in Manhattan or Northern New Jersey or within a 50 mile driving radius of your residential address as included above. (g) Notwithstanding anything contained in this Agreement to the contrary, if your employment is terminated prior to a change in control of the Company and you reasonably demonstrate that such termination: (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a change in control and who effectuates a change in control of the Company or (ii) otherwise occurred in connection with, or in anticipation of, a change in control of the Company which actually occurs, then for all purposes of this Agreement, the date of a change in control of the Company with respect to you shall mean the date immediately prior to the date of such termination of your employment. (h) You shall not be required to mitigate the amount of any payment provided in Paragraph 8 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Paragraph 8 be reduced by any compensation earned by you as the result of employment by another employer or by retirement benefits after the date of termination, or otherwise, except as specifically provided in this Paragraph 8.

Results of Termination. (a) If your employment under this Agreement is terminated by the Company by reason of Cause or as a result of your disability (as determined in by a consensus of two doctors as mutually chosen by the reasonable discretion Company and yourself, with any expenses incurred for the cost of office visits, testing and travel expenses which is not covered by the Company’s health plan being reimbursed to you by the Company) or as a result of your death or by you for any reason (other than as provided for in subparagraph subparagraphs 8 (c) and 8(d) below) you shall not be entitled to receive salary for periods following termination. In the case of termination by reason of Cause you shall not be entitled to receive any portion of any unpaid bonus. In the case of termination as a result of your disability or death you shall receive a pro rata portion of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to the calendar year in which the termination occurs. (b) If your employment under this Agreement is terminated by the Company other than by reason of Cause or your death or disability, you shall be entitled to receive a lump sum payment equal to the sum of twice the amount of your then annual annualized salary and for that full calendar year, a pro rata portion of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to the calendar year in which the termination occurs and all accrued and previously unused vacation time (the calculation for which will be a daily rate based upon your current annual salary at the time of termination) in lieu of any salary, bonus or other compensation which you would otherwise be entitled to under this Agreement. Such amount shall be paid in a lump sum within 60 days of the effective date of termination. (c) If you terminate your employment hereunder following a "“change in control of the Company" ” (as described below) and provided you have not been offered "“comparable employment" ” (as defined below) by the successor entity within 60 15 calendar days after the event resulting in the change in control of the Company Company, you shall be entitled to receive a lump sum payment equal to the sum of twice the amount of your annual annualized salary for the full calendar year in which the event resulting in the change in control of the Company occurs and a pro rata portion of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to the calendar year in which the termination occurs and previously unused vacation time (the calculation for which will be a daily rate based upon your current annual salary at the time of termination) in lieu of any salary, bonus or other compensation to which you would otherwise be entitled to under this Agreement. Such amount shall be paid in a lump sum within 60 days of the effective date of termination. Not withstanding anything herein to the contrary, if the “change in control of the Conmpany” occurs on or after June 15, 2005, the term set forth in Paragraph 2 of this agreement shall be extended to July 16, 2005. (d) If after having been offered “comparable employment” (as described below) by the successor entity as described in Paragraph 8(c) and provided that if during a 180 period after that offer of “comparable employment” you have determined that the “comparable employment” conditions are no longer being reasonably met and you terminate your employment on such basis, you shall be entitled to receive a lump sum payment equal to the sum of twice the amount of your annualized salary for the full calendar year in which the event resulting in the change in control of the Company occurs and a pro rata portion of any minimum bonus payable to you pursuant to Paragraph 4 hereof only with respect to the calendar year in which the termination occurs and previously unused vacation time (the calculation for which will be a daily rate based upon your current annual salary at the time of termination) in lieu of any salary, bonus or other compensation to which you would otherwise be entitled to under this Agreement. Such amount shall be paid in a lump sum within 60 days of the effective date of termination. (de) For purposes of this Agreement, a "“change in control of the Company" ” shall be deemed to occur if: (i) the Company merges or consolidates with, or sells all or substantially all of its assets to, another company or (each, a "“Transaction"”), provided, however, that a Transaction shall not be deemed to result in a "“change in control of the Company" ” if (A) immediately prior thereto (1) you are the other party to the transaction that would otherwise result in a "“change in control of the Company" ” or (2) you are an executive officer, trustee, director or more than 5% equity holder of the other party to the transaction or of any entity, directly or indirectly, controlling such other party or (B)(1) the shareholders of the Company immediately before such Transaction own, directly or indirectly, immediately following such Transaction in excess of sixty-nine percent (69%) of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such Transaction (the "“Surviving Corporation"”) in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Transaction and (2) the individuals who were members of the Company's ’s Board of Directors immediately prior to the execution of the agreement providing for such Transaction constitute at least a majority of the members of the board of directors or the board of trustees, as the case may be, of the Surviving Corporation, or of a corporation or other entity beneficially directly or indirectly owning a majority of the outstanding voting securities of the Surviving Corporation, (ii) the Company acquires assets of another company or a subsidiary of the Company merges or consolidates with another company (each, an "“Other Transaction"”) and (i) the shareholders of the Company, immediately before such Other Transaction own, directly or indirectly, immediately following such Other Transaction 69% or less of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such Other Transaction (the "“Other Surviving Corporation"”) in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Other Transaction or (ii) the individuals who were members of the Company's ’s Board of Directors immediately prior to the execution of the agreement providing for such Other Transaction constitute less than a majority of the members of the board of directors or the board of trustees, as the case may be, of the Other Surviving Corporation, or of a corporation or other entity beneficially directly or indirectly owning a majority of the outstanding voting securities of the Other Surviving Corporation, provided, however, that an Other Transaction shall not be deemed to result in a "“change in control of the Company" ” if immediately prior thereto the circumstances in (i)(A)(1) or (i)(A)(2) above exist, or (iii) any person or entity or group of affiliated persons or entities owns at any time 30% or more of the outstanding voting securities of the Company, provided that such person, entity or group shall not be deemed to own 30% or more of the outstanding voting securities of the Company if the last event or transaction which results in such ownership is (a) the issuance of such securities in connection with the sale by the Company of less than all or substantially all of its assets or (b) the acquisition by the Company of any such voting securities; provided, however, that if a Person owns 30% or more of the outstanding voting securities of the Company as a result of the acquisition by the Company of any such voting securities and after such acquisition by the Company, such Person becomes the owner of any additional voting securities of the Company than a change in control of the Company shall occur; (iv) adoption by the Board and approval by the Stockholders of a liquidation or dissolution of the Company; (v) the rejection by the Stockholders of the entire slate of directors that the Board proposes at a single election of directors; and (vii) the rejection by the Stockholders of one-half or more of the directors that the Board proposes over any two or more consecutive elections of directors. (ef) For purposes of this Agreement, you shall be deemed to have received an offer of "“comparable employment" ” if you receive an offer to continue your employment for at least the balance of the term covered by this Agreement, with the same title set forth in Paragraph 1 hereof, pursuant to which you would perform the same type of duties you had been performing under this Agreement and for an entity that is traded on a Nationlal Security Exchange or on NASDAQ, at a salary and minimum bonus not less than that provided for in Paragraphs 3 and 4 hereof, annual vacation time consistent with the number of days in effect during the current year, health insurance and benefits which are at least as comparable to those previously provided by the Company in Paragraph 5 hereof and the employment is at a physical location that is located in Manhattan or Northern New Jersey or within a 50 mile driving radius of your residential address as included above. (g) Notwithstanding anything contained in this Agreement to the contrary, if your employment is terminated prior to a change in control of the Company and you reasonably demonstrate that such termination: (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a change in control and who effectuates a change in control of the Company or (ii) otherwise occurred in connection with, or in anticipation of, a change in control of the Company which actually occurs, then for all purposes of this Agreement, the date of a change in control of the Company with respect to you shall mean the date immediately prior to the date of such termination of your employment. (h) You shall not be required to mitigate the amount of any payment provided in Paragraph 8 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Paragraph 8 be reduced by any compensation earned by you as the result of employment by another employer or by retirement benefits after the date of termination, or otherwise, except as specifically provided in this Paragraph 8.