Termination by the Company After Change of Control. In the event this Agreement is terminated by the Company pursuant to the provisions of Section 1.6(g) hereof after the occurrence of a Change of Control, the Executive shall be entitled to receive (i) any accrued, but unpaid, Salary, any authorized but unreimbursed business expenses, and any vacation or sick leave benefits which have accrued as of the date of termination of the Agreement, but were then unpaid or unused, (ii) any accrued, but unpaid, Earnings Annual Bonus, Net Sales Annual Bonus and any declared, but unpaid, Discretionary Bonus Compensation, and (iii) an amount equal to the full monthly Salary payable hereunder for the unexpired term of the Agreement whether or not the Executive has sought or obtained employment elsewhere after the termination of the Executive's employment pursuant to the provisions of Section l.6(g) hereof. Any amount due the Executive under clauses (i) and (ii) of this paragraph shall be paid in a lump sum in cash within thirty (30) days after the termination of the Executive's employment hereunder, and any amount due the Executive under clause (iii) of this paragraph shall be paid in a lump sum in cash within ninety (90) days after the termination of the Executive's employment hereunder. In addition, in the event this Agreement is terminated by the Company pursuant to the provisions of Section 1.6(g) hereof after the occurrence of a Change of Control, the Company at its expense shall continue to provide the Executive with the benefits set forth in Sections 1.5(b), 1.5(c), 1.5(f) and l5.5(h) above for the unexpired term of this Agreement whether or not the Executive has sought or obtained employment elsewhere after the termination of the Executive's employment pursuant to the provisions of Section 1.6(g) hereof; provided, however, if the Executive obtains employment elsewhere during the aforesaid period, then the Company shall continue to provide the benefits set forth in Sections 1.5(b), 1.5(c), 1.5(f) and l.5(h) hereof only to the extent the Executive does not receive such benefits in their entirety from the Executive's then current employer.
Termination by the Company After Change of Control. In the event that the Executive's employment hereunder is terminated by the Company other than for (i) Cause, (ii) death, or (iii) for disability (as defined in Section 5.A.3), after a "Change of Control," the Company shall have no further liability or obligation under this Agreement, except to pay the Executive a severance payment (the "Severance Payment")(as hereinafter defined) in eighteen (18) equal monthly installments, the first such installment payable within ten (10) days after the date of termination and the remaining installments payable monthly thereafter. The termination of the Executive's employment by the Company shall be effective as of the date(s) specified in Sections 5.A and 5.B. For purposes of this Agreement, "Severance Payment" shall mean an amount equal to 2.99 times the Executive's "base amount within the meaning of Sections 280G(b)(3) and 280G(d) of the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable temporary or final regulations promulgated thereunder, or its equivalent as provided in any successor statute or regulation. In the event that any payment or benefit to be provided to the Executive by the Company would be otherwise nondeductible by the company in whole or in part on account of Code Section 280G, the amount of such payment or benefit shall be reduced in order to limit or eliminate the portion of such amount that would otherwise be non-deductible under Section 280G. For purposes of applying this limitation, the Executive may waive, in writing, any portion of the payment or benefit prior to the date it is paid or made available and the waived amount shall not be taken into account. If Code Section 280G (and any successor provisions thereto) shall be repealed or otherwise be inapplicable, then the Severance Payment shall be equal to 2.99 times the average of the Executive's annual compensation for both Mr. Joseph L. von Rosenberg III June 1, 1996 complete and partial calendar years during so much of the five calendar year period preceding the calendar year in which the Change of Control occurred during which the Executive was so employed, determined by annualizing any compensation (other than non-recurring items) includible in the Executive's gross income for any partial calendar year and then adding such non-recurring items to such annualized compensation. Compensation for this purpose shall include every type and form of compensation includible in the Executive's gross income in respect to the E...
Termination by the Company After Change of Control. In the event this Agreement is terminated by the Company pursuant to the provisions of Section 1.6(g) hereof after the occurrence of a Change of Control, the Executive shall be entitled to receive (i) any accrued, but unpaid, Salary, any authorized but unreimbursed business expenses, and any vacation or sick leave benefits which have accrued as of the date of termination of the Agreement, but were then unpaid or unused, (ii) any accrued, but unpaid, Bonus and (iii) an amount equal to One Hundred (100%) percent of the full monthly Salary payable hereunder for the unexpired term of the Agreement whether or not the Executive has sought or obtained employment elsewhere after the termination of the Executive's employment pursuant to the
