Common use of TERMINATION, DISABILITY AND DEATH Clause in Contracts

TERMINATION, DISABILITY AND DEATH. A. Termination of Employment by the Company. (i) The Company shall be entitled, if acting at the direction of the Required Board Majority, to terminate the Employee's Employment at any time for Cause or for any Business Reason. (ii) If the Company terminates the Employee's Employment for Cause, the Company promptly after the Termination Date, and in any event within five (5) business days thereafter, shall pay to the Employee, without right of set off or counterclaim, his Base Salary to and including the Termination Date , any accrued but unpaid vacation pay and the amount of all compensation previously deferred by the Employee (together with any accrued interest or earnings thereon), in each case to the extent not theretofore paid, and, when that payment is made, the Company shall have no further or other obligations hereunder to the Employee. (iii) If the Company terminates the Employee's Employment for a Business Reason, the Company shall (a) promptly after the Termination Date, and in any event within five (5) business days thereafter, pay to the Employee, without right of set off or counterclaim, in each case to the extent not theretofore paid, his Base Salary to and including the Termination Date, any accrued but unpaid vacation pay and the amount of all compensation previously deferred by the Employee, if any (together with any accrued interest or earnings thereon), (b) within thirty (30) days following the Termination Date, pay to the Employee, without right of set off or counterclaim, the Business Reason Termination Payment and (c) continue the Employee's Company sponsored health and disability benefits for twenty-four (24) months following the Termination Date, and, when all such payments are made and obligations fulfilled, the Company shall have no further or other obligations hereunder to the Employee.

TERMINATION, DISABILITY AND DEATH. A. Termination of Employment by the Company. (i) The Company shall be entitled, if acting at the direction of the Required Board Majority, to terminate the Employee's Employment Employment (a) at any time for Cause Type I or Type II Cause, or (b) at any time after December 31,1998 for any Business Reason. The Company's termination of the Employee's Employment for Cause will be effective on the date the Company delivers a Notice of Termination for Cause to the Employee pursuant to this Section, while the Company's termination of the Employee's Employment for a Business Reason will be effective not less than three (3) business days and not more than sixty (60) days from the date the Company delivers a Notice of Termination for a Business Reason to the Employee pursuant to this Section 5(A)(i). (ii) If the Company terminates the Employee's Employment for Cause, the Company promptly after the Termination Datethereafter, and in any event within five (5) business days thereafter, shall pay to the Employee, without right of set off off, except for liquidated sums, or counterclaim, his Base Salary to and including the Termination Date , any accrued but unpaid vacation pay and the amount of all compensation previously deferred by the Employee (together with any accrued interest or earnings thereon), in each case to the extent not theretofore paid, and, when that payment is made, the Company shall shall, notwithstanding Section 3, have no further or other obligations hereunder to the Employee. (iii) If the Company terminates the Employee's Employment for a Business ReasonReason at any time during the first three years of the Initial Term (which commences on the Effective Date and ends five years from the Effective Date), the Company shall (a) promptly after the Termination Datethereafter, and in any event within five (5) business days thereafterof the Termination Date, pay to the Employee, without right of set off off, except for liquidated sums, or counterclaim, in each case to the extent not theretofore paid, his Base Salary to and including the Termination Date, any accrued but unpaid vacation pay Date and the amount of all compensation previously deferred by the Employee, if any any, (together with any accrued interest or earnings thereon), (b) within thirty (30) days following the Termination Date, pay to the Employee, without right of set off or counterclaim, together with the Business Reason Termination Payment During Initial Term, in each case to the extent not theretofore paid, and (c) continue the Employee's Company sponsored health and disability benefits for twenty-four (24) months following the Termination Date, and, when all such payments are made and obligations fulfilledmade, the Company shall shall, notwithstanding Section 3, have no further or other obligations hereunder to the Employee. (iv) If the Company terminates the Employee's Employment for a Business Reason after the Initial Term and during the Renewal Term, including during the portion of the Initial Term that is after the first three years of such Initial Term, the Company shall promptly thereafter, and in any event within five (5) business days of the Termination Date, pay the Employee, without right of set off, except for liquidated sums, or counterclaim, his Base Salary to and including the Termination Date and the amount of all compensation previously deferred by the Employee, if any, (together with any accrued interest or earnings thereon) together with the Business Reason Termination Payment During Renewal Term, in each case to the extent not theretofore paid, and, when all such payments are made, the Company shall, notwithstanding Section 3, have no further or other obligations hereunder to the Employee.

TERMINATION, DISABILITY AND DEATH. A. Termination of Employment by the Company. (i) The Company shall be entitled, if acting at the direction of the Required Board Majority, to terminate the Employee's Employment Employment (a) at any time for Cause Type I or Type II Cause, or (b) at any time after December 31,1998 for any Business Reason. The Company's termination of the Employee's Employment for Cause will be effective on the date the Company delivers a Notice of Termination for Cause to the Employee pursuant to this Section, while the Company's termination of the Employee's Employment for a Business Reason will be effective not less than three (3) business days and not more than sixty (60) days from the date the Company delivers a Notice of Termination for a Business Reason to the Employee pursuant to this Section 5(A)(i). Between the time that the Company delivers a Notice of Termination for a Business Reason and the effective date of such termination, Employee shall continue to receive all of the payments and consideration provided for in the Agreement. (ii) If the Company terminates the Employee's Employment for Cause, the Company promptly after the Termination Datethereafter, and in any event within five (5) business days thereafter, shall pay to the Employee, without right of set off off, except for liquidated sums, or counterclaim, his Base Salary to and including the Termination Date , any accrued but unpaid vacation pay and the amount of all compensation previously deferred by the Employee (together with any accrued interest or earnings thereon), in each case to the extent not theretofore paid, and, when that payment is made, the Company shall have no further or other obligations hereunder to the Employee.accrued (iii) If the Company terminates the Employee's Employment for a Business ReasonReason at any time during the first three years of the Initial Term (which commences on the Effective Date and ends five years from the Effective Date), the Company shall (a) promptly after the Termination Datethereafter, and in any event within five (5) business days thereafterof the Termination Date, pay to the Employee, without right of set off off, except for liquidated sums, or counterclaim, in each case to the extent not theretofore paid, his Base Salary to and including the Termination Date, any accrued but unpaid vacation pay Date and the amount of all compensation previously deferred by the Employee, if any any, (together with any accrued interest or earnings thereon), (b) within thirty (30) days following the Termination Date, pay to the Employee, without right of set off or counterclaim, together with the Business Reason Termination Payment During Initial Term, in each case to the extent not theretofore paid, and (c) continue the Employee's Company sponsored health and disability benefits for twenty-four (24) months following the Termination Date, and, when all such payments are made and obligations fulfilledmade, the Company shall shall, notwithstanding Section 3, have no further or other obligations hereunder to the Employee. (iv) If the Company terminates the Employee's Employment for a Business Reason after the Initial Term and during the Renewal Term, including during the portion of the Initial Term that is after the first three years of such Initial Term, the Company shall promptly thereafter, and in any event within five (5) business days of the Termination Date, pay the Employee, without right of set off, except for liquidated sums, or counterclaim, his Base Salary to and including the Termination Date and the amount of all compensation previously deferred by the Employee, if any, (together with any accrued interest or earnings thereon) together with the Business Reason Termination Payment During Renewal Term, in each case to the extent not theretofore paid, and, when all such payments are made, the Company shall, notwithstanding Section 3, have no further or other obligations hereunder to the Employee.

TERMINATION, DISABILITY AND DEATH. A. Termination of Employment by the Company. (i) The Company shall be entitled, if acting at the direction of the Required Board Majority, to terminate the Employee's Employment Employment (a) at any time for Cause or Cause, (b) at any time for any Business Reason, or (c) as a result of a Change of Control at any time within three hundred and sixty-five (365) days immediately following said Change of Control. The Company's termination of the Employee's Employment for Cause will be effective on the date the Company delivers a Notice of Termination for Cause to the Employee pursuant to this Section, while the Company's termination of the Employee's Employment for a Business Reason will be effective not less than three (3) business days and not more than sixty (60) days from the date the Company delivers a Notice of Termination for a Business Reason to the Employee pursuant to this Section 5(A)(i). Between the time that the Company delivers a Notice of Termination for a Business Reason and the effective date of such termination, Employee shall continue to receive all of the payments and consideration provided for in the Agreement. (ii) If the Company terminates the Employee's Employment for Cause, the Company promptly after the Termination Datethereafter, and in any event within five (5) business days thereafter, shall pay to the Employee, without right of set off off, except for liquidated sums, or counterclaim, his Base Salary to and including the Termination Date , any accrued but unpaid vacation pay and the amount of all compensation previously deferred by the Employee (together with any accrued interest or earnings thereon), in each case to the extent not theretofore paid, and, when that payment is made, the Company shall shall, notwithstanding Section 3, have no further or other obligations hereunder to the Employee. (iii) If the Company terminates the Employee's Employment for as a Business Reasonresult of a Change of Control, by giving a Notice of Termination at any time within three hundred sixty-five (365) days after that Change of Control occurs, such termination shall be effective on the applicable Termination Date and the Company's obligations shall be as follows: (a) the Company shall (a) promptly after the Termination Datethereafter, and in any event within five (5) business days thereafterof the Termination Date, pay to the Employee, without right of set off or counterclaimoff, his Accrued Obligations and the Change of Control Payment, in each case to the extent not theretofore paid, his Base Salary and (b) the Company shall pay to and including the Employee the target Annual Cash Bonus prorated through the Termination Date (such Annual Bonus to be paid as soon as practicable after the information required to calculate such Annual Bonus is available to the Company in no event later than sixty (60) days after the required information is available to the Company), and (c) for two (2) years after Termination Date, any accrued but unpaid vacation pay and or such longer period as may be provided by the amount terms of all compensation previously deferred by the applicable Welfare Plan, the Company shall continue benefits to the Employee and/or his family at least equal to those which would have been provided to them in accordance with the Welfare Plans if the Employee's employment had not been terminated or, if more favorable to the Employee, if as in effect generally at any time thereafter with respect to other senior executive officers of the Company and their families, and (together with d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any accrued interest or earnings thereon)Other Benefits. (iv) If the Company terminates the Employee's Employment for a Business Reason at any time and Employee executes a general release of claims in a form acceptable to the Company: (a) the Company shall promptly thereafter, and in any event within five (b5) within thirty (30) business days following of the Termination Date, pay to the Employee, without right of set off or counterclaimoff, his Accrued Obligations and the Business Reason Termination Payment and Payment, in each case to the extent not theretofore paid; and (cb) continue the Employee's Company sponsored health and disability benefits for twenty-four (24) months following shall pay to the Employee the target Annual Cash Bonus prorated through the Termination Date, and (c) for two (2) years after Termination Date, when all or such payments are made and obligations fulfilledlonger period as may be provided by the terms of the applicable Welfare Plan, the Company shall continue benefits to the Employee and/or his family at least equal to those which would have no further or other obligations hereunder been provided to them in accordance with the Welfare Plans if the Employee's employment had not been terminated or, if more favorable to the Employee, as in effect generally at any time thereafter with respect to other senior executive officers of the Company and their families, provided, however, that if the Employee becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; and (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any Other Benefits; and (e) the Employee shall not be subject to the Non-Compete paragraph 7(B), but shall be remain subject to the provisions of paragraphs 7(A) and 7(C).

TERMINATION, DISABILITY AND DEATH. A. Termination of Employment by the Company. (i) The Company shall be entitled, if acting at the direction of the Required Board Majority, to terminate the Employee's Employment Employment (a) at any time for Cause Type I or Type II Cause, (b) at any time for any Business Reason, or (c) as a result of a Change of Control at any time within three hundred and sixty-five (365) days immediately following said Change of Control. The Company's termination of the Employee's Employment for Cause will be effective on the date the Company delivers a Notice of Termination for Cause to the Employee pursuant to this Section, while the Company's termination of the Employee's Employment for a Business Reason will be effective not less than three (3) business days and not more than sixty (60) days from the date the Company delivers a Notice of Termination for a Business Reason to the Employee pursuant to this Section 5(A)(i). Between the time that the Company delivers a Notice of Termination for a Business Reason and the effective date of such termination, Employee shall continue to receive all of the payments and consideration provided for in the Agreement. (ii) If the Company terminates the Employee's Employment for Cause, the Company promptly after the Termination Datethereafter, and in any event within five (5) business days thereafter, shall pay to the Employee, without right of set off off, except for liquidated sums, or counterclaim, his Base Salary to and including the Termination Date , any accrued but unpaid vacation pay and the amount of all compensation previously deferred by the Employee (together with any accrued interest or earnings thereon), in each case to the extent not theretofore paid, and, when that payment is made, the Company shall shall, notwithstanding Section 3, have no further or other obligations hereunder to the Employee. (iii) If the Company terminates the Employee's Employment for a Business Reason, the Company shall (a) promptly after the Termination Date, and in any event within five (5) business days thereafter, pay to the Employee, without right of set off or counterclaim, in each case to the extent not theretofore paid, his Base Salary to and including the Termination Date, any accrued but unpaid vacation pay and the amount of all compensation previously deferred by the Employee, if any (together with any accrued interest or earnings thereon), (b) within thirty (30) days following the Termination Date, pay to the Employee, without right of set off or counterclaim, the Business Reason Termination Payment and (c) continue the Employee's Company sponsored health and disability benefits for twenty-four (24) months following the Termination Date, and, when all such payments are made and obligations fulfilled, the Company shall have no further or other obligations hereunder to the Employee.

TERMINATION, DISABILITY AND DEATH. A. Termination of Employment by the Company. (i) The Company shall be entitled, if acting at the direction of the Required Board Majority, to terminate the Employee's Employment Employment (a) at any time for Cause or Cause, (b) at any time for any Business Reason, or (c) as a result of a Change of Control at any time within three hundred and sixty-five (365) days immediately following said Change of Control. The Company's termination of the Employee's Employment for Cause will be effective on the date the Company delivers a Notice of Termination for Cause to the Employee pursuant to this Section, while the Company's termination of the Employee's Employment for a Business Reason will be effective not less than three (3) business days and not more than sixty (60) days from the date the Company delivers a Notice of Termination for a Business Reason to the Employee pursuant to this Section 5(A)(i). Between the time that the Company delivers a Notice of Termination for a Business Reason and the effective date of such termination, Employee shall continue to receive all of the payments and consideration provided for in the Agreement. (ii) If the Company terminates the Employee's Employment for Cause, the Company promptly after the Termination Datethereafter, and in any event within five (5) business days thereafter, shall pay to the Employee, without right of set off off, except for liquidated sums, or counterclaim, his Base Salary to and including the Termination Date , any accrued but unpaid vacation pay and the amount of all compensation previously deferred by the Employee (together with any accrued interest or earnings thereon), in each case to the extent not theretofore paid, and, when that payment is made, the Company shall shall, notwithstanding Section 3, have no further or other obligations hereunder to the Employee. (iii) If the Company terminates the Employee's Employment for as a Business Reasonresult of a Change of Control, by giving a Notice of Termination at any time within three hundred sixty-five (365) days after that Change of Control occurs, such termination shall be effective on the applicable Termination Date and the Company's obligations shall be as follows: (a) the Company shall (a) promptly after the Termination Datethereafter, and in any event within five (5) business days thereafterof the Termination Date, pay to the Employee, without right of set off or counterclaimoff, his Accrued Obligations and the Change of Control Payment, in each case to the extent not theretofore paid, his Base Salary and (b) the Company shall pay to and including the Employee the target Annual Cash Bonus prorated through the Termination Date, any accrued but unpaid vacation pay and and (c) for three (3) years after Termination Date, or such longer period as may be provided by the amount terms of all compensation previously deferred by the applicable Welfare Plan, the Company shall continue benefits to the Employee and/or his family at least equal to those which would have been provided to them in accordance with the Welfare Plans if the Employee's employment had not been terminated or, if more favorable to the Employee, if as in effect generally at any time thereafter with respect to other senior executive officers of the Company and their families, and (together with d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any accrued interest or earnings thereon)Other Benefits. (iv) If the Company terminates the Employee's Employment for a Business Reason at any time and Employee executes a general release of claims in a form acceptable to the Company: (a) the Company shall promptly thereafter, and in any event within five (b5) within thirty (30) business days following of the Termination Date, pay to the Employee, without right of set off or counterclaimoff, his Accrued Obligations and the Business Reason Termination Payment and Payment, in each case to the extent not theretofore paid; and (b) the Company shall pay to the Employee the target Annual Cash Bonus prorated through the Termination Date; and (c) continue the Employee's Company sponsored health and disability benefits for twenty-four three (243) months following the years after Termination Date, and, when all or such payments are made and obligations fulfilledlonger period as may be provided by the terms of the applicable Welfare Plan, the Company shall continue benefits to the Employee and/or his family at least equal to those which would have no further or other obligations hereunder been provided to them in accordance with the Welfare Plans if the Employee's employment had not been terminated or, if more favorable to the Employee, as in effect generally at any time thereafter with respect to other senior executive officers of the Company and their families, provided, however, that if the Employee becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; and (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any Other Benefits; and (e) the Employee shall not be subject to the Non-Compete paragraph 7(B), but shall be remain subject to the provisions of paragraphs 7(A) and 7(C).

TERMINATION, DISABILITY AND DEATH. A. Termination of Employment by the Company. (i) The Company shall be entitled, if acting at the direction of the Required Board Majority, to terminate the Employee's Employment Employment (a) at any time for Cause Type I or Type II Cause, (b) at any time for any Business Reason, or (c) as a result of a Change of Control at any time within three hundred and sixty-five (365) days immediately following said Change of Control. The Company's termination of the Employee's Employment for Cause will be effective on the date the Company delivers a Notice of Termination for Cause to the Employee pursuant to this Section, while the Company's termination of the Employee's Employment for a Business Reason will be effective not less than three (3) business days and not more than sixty (60) days from the date the Company delivers a Notice of Termination for a Business Reason to the Employee pursuant to this Section 5(A)(i). Between the time that the Company delivers a Notice of Termination for a Business Reason and the effective date of such termination, Employee shall continue to receive all of the payments and consideration provided for in the Agreement. (ii) If the Company terminates the Employee's Employment for Cause, the Company promptly after the Termination Datethereafter, and in any event within five (5) business days thereafter, shall pay to the Employee, without right of set off off, except for liquidated sums, or counterclaim, his Base Salary to and including the Termination Date , any accrued but unpaid vacation pay and the amount of all compensation previously deferred by the Employee (together with any accrued interest or earnings thereon), in each case to the extent not theretofore paid, and, when that payment is made, the Company shall shall, notwithstanding Section 3, have no further or other obligations hereunder to the Employee. (iii) If the Company terminates the Employee's Employment for as a Business Reasonresult of a Change of Control, ------ by giving a Notice of Termination at any time within three hundred sixty-five (365) days after that Change of Control occurs, such termination shall be effective on the applicable Termination Date and the Company's obligations shall be as follows: (a) the Company shall (a) promptly after the Termination Datethereafter, and in any event within five (5) business days thereafterof the Termination Date, pay to the Employee, without right of set off or counterclaimoff, his Accrued Obligations and the Change of Control Payment, in each case to the extent not theretofore paid, his Base Salary to and including the Termination Date, any accrued but unpaid vacation pay and the amount of all compensation previously deferred by the Employee, if any (together with any accrued interest or earnings thereon), and (b) within thirty the Company shall pay to the Employee any Annual Cash Bonus earned but not yet paid for fiscal years ending prior to the Termination Date (30such Annual Bonus to be paid as soon as practicable after the information required to calculate such Annual Bonus is available to the Company in no event later than sixty (60) days following after the required information is available to the Company), and (c) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any Other Benefits. (iv) If the Company terminates the Employee's Employment for a Business Reason at any time and Employee executes a general release of claims in a form acceptable to the Company: (a) the Company shall promptly thereafter, and in any event within five (5) business days of the Termination Date, pay to the Employee, without right of set off or counterclaimoff, his Accrued Obligations and the Business Reason Termination Payment and (c) continue Payment, in each case to the Employee's Company sponsored health and disability benefits for twenty-four (24) months following the Termination Dateextent not theretofore paid, and, when all such payments are made and obligations fulfilled (b) ( to the extent not theretofore paid or provided, the Company shall have no further timely pay or other obligations hereunder provide to the EmployeeEmployee any Other Benefits.

TERMINATION, DISABILITY AND DEATH. A. Termination of Employment by the Company. (i) The Company shall be entitled, if acting at the direction of the Required Board Majority, to terminate the Employee's Employment Employment (a) at any time for Cause or Cause, (b) at any time for any Business Reason, or (c) as a result of a Change of Control at any time within three hundred and sixty-five (365) days immediately following said Change of Control. The Company's termination of the Employee's Employment for Cause will be effective on the date the Company delivers a Notice of Termination for Cause to the Employee pursuant to this Section, while the Company's termination of the Employee's Employment for a Business Reason will be effective not less than three (3) business days and not more than sixty (60) days from the date the Company delivers a Notice of Termination for a Business Reason to the Employee pursuant to this Section 5(A)(i). Between the time that the Company delivers a Notice of Termination for a Business Reason and the effective date of such termination, Employee shall continue to receive all of the payments and consideration provided for in the Agreement. (ii) If the Company terminates the Employee's Employment for Cause, the Company promptly after the Termination Datethereafter, and in any event within five (5) business days thereafter, shall pay to the Employee, without right of set off off, except for liquidated sums, or counterclaim, his Base Salary to and including the Termination Date , any accrued but unpaid vacation pay and the amount of all compensation previously deferred by the Employee (together with any accrued interest or earnings thereon), in each case to the extent not theretofore paid, and, when that payment is made, the Company shall shall, notwithstanding Section 3, have no further or other obligations hereunder to the Employee. (iii) If the Company terminates the Employee's Employment for as a Business Reasonresult of a Change of Control, by giving a Notice of Termination at any time within three hundred sixty-five (365) days after that Change of Control occurs, such termination shall be effective on the applicable Termination Date and the Company's obligations shall be as follows: (a) the Company shall (a) promptly after the Termination Datethereafter, and in any event within five (5) business days thereafterof the Termination Date, pay to the Employee, without right of set off or counterclaimoff, his Accrued Obligations and the Change of Control Payment, in each case to the extent not theretofore paid, his Base Salary and (b) the Company shall pay to and including the Employee the target Annual Cash Bonus prorated through the Termination Date, any accrued but unpaid vacation pay and and (c) for three (3) years after Termination Date, or such longer period as may be provided by the amount terms of all compensation previously deferred by the applicable Welfare Plan, the Company shall continue benefits to the Employee and/or his family at least equal to those which would have been provided to them in accordance with the Welfare Plans if the Employee's employment had not been terminated or, if more favorable to the Employee, if as in effect generally at any time thereafter with respect to other senior executive officers of the Company and their families, and (together with d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any accrued interest or earnings thereon)Other Benefits. (iv) If the Company terminates the Employee's Employment for a Business Reason at any time and Employee executes a general release of claims in a form acceptable to the Company: (a) the Company shall promptly thereafter, and in any event within five (b5) within thirty (30) business days following of the Termination Date, pay to the Employee, without right of set off or counterclaimoff, his Accrued Obligations and the Business Reason Termination Payment and Payment, in each case to the extent not theretofore paid; and (cb) continue the Employee's Company sponsored health and disability benefits for twenty-four (24) months following shall pay to the Employee the target Annual Cash Bonus prorated through the Termination Date, and (c) for three (3) years after Termination Date, when all or such payments are made and obligations fulfilledlonger period as may be provided by the terms of the applicable Welfare Plan, the Company shall continue benefits to the Employee and/or his family at least equal to those which would have no further or other obligations hereunder been provided to them in accordance with the Welfare Plans if the Employee's employment had not been terminated or, if more favorable to the Employee, as in effect generally at any time thereafter with respect to other senior executive officers of the Company and their families, provided, however, that if the Employee becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Employee any Other Benefits; and (e) the Employee shall not be subject to the Non-Compete paragraph 7(B), but shall be remain subject to the provisions of paragraphs 7(A) and 7(C).

TERMINATION, DISABILITY AND DEATH. A. Termination of Employment by the Company. (i) The Company shall be entitled, if acting at the direction of the Required Board Majority, entitled to terminate the Employee's Employment Employment (a) at any time for Cause or Cause, or (b) at any time for any Business Reason. (ii) The Company's termination of the Employee's Employment for Cause will be effective on the date the Company delivers a Notice of Termination for Cause to the Employee pursuant to this Section, while the Company's termination of the Employee's Employment for a Business Reason will be effective not less than three (3) business days and not more than sixty (60) days from the date the Company delivers a Notice of Termination for a Business Reason to the Employee pursuant to this Section 5(A)(i). Between the time that the Company delivers a Notice of Termination For a Business Reason and the effective date of such termination, Employee shall continue to receive all of the payments and consideration provided for in this Agreement. (iii) If the Company terminates the Employee's Employment for Cause, the Company promptly after the Termination Datethereafter, and in any event within five thirty (530) business days thereafter, shall pay to the Employee, without right of set off or counterclaim, his Base Salary to and including the Termination Date , any accrued but unpaid vacation pay and the amount of all compensation previously deferred by the Employee (together with any accrued interest or earnings thereon), in each case to the extent not theretofore paid, and, when that payment is made, the Company shall have no further or other obligations hereunder to the Employee, notwithstanding any other provision of this Agreement. (iiiiv) If the Company terminates the Employee's Employment for a Business Reason, the Company shall (a) promptly after the Termination Datethereafter, and in any event within five (5) business days thereafterof the Termination Date, pay to the Employee, without right of set off or counterclaim, in each case to the extent not theretofore paid, his current Base Salary to and including the Termination Date, any accrued but unpaid vacation pay Date and the amount of all compensation previously deferred by the Employee, if any any, (together with any accrued interest or earnings thereon), (b) within thirty (30) days following the Termination Date, pay to the Employee, without right of set off or counterclaim, together with the Business Reason Termination Payment and (c) continue Payment, in each case to the Employee's Company sponsored health and disability benefits for twenty-four (24) months following the Termination Dateextent not theretofore paid, and, when all such payments are made and obligations fulfilledmade, the Company shall have no further or other obligations hereunder to the Employee, notwithstanding any other provision of this Agreement.