Termination of Employment during the Employment Term. (i) Termination by the Company without Cause or by Executive with Good Reason. The Company, by action of the Company Board, may terminate Executive's employment hereunder without Cause at any time during the Employment Term, upon 30 calendar days' written notice to Executive, and Executive may terminate his employment hereunder with Good Reason at any time during the Employment Term, upon 30 calendar days' written notice to the Company, or in the case that Executive terminates his employment for Good Reason because of a reduction in Executive's Salary as set forth in clause (ii) of the definition thereof upon five calendar days' written notice to the Company. In the event Executive's employment is terminated by action of the Company Board without Cause or Executive terminates his employment with Good Reason as aforesaid, the Company agrees that, if Executive executes the release attached hereto as Exhibit B (as may be amended by the Company from tune to time prior to its execution as necessary to comply with applicable law to the extent necessary in the reasonable judgment of the Company (on the advice of counsel) to make such release valid, binding and enforceable, the "RELEASE"), commencing promptly upon the effective date of the Release, the Company will pay to Executive as consideration for signing the Release an amount equal to Executive's then current Salary for six months (the "RELEASE PAYMENT"); provided, however, that in the event that Executive terminates his employment with Good Reason because of a reduction in Executive's Salary as set forth in clause (ii) of the definition thereof, Executive's then current Salary for purposes of calculating the Release Payment will be Executive's Salary prior to such reduction. The Release Payment will be payable periodically, consistent with the then current payroll practices of the Company. Executive agrees that the sum entailed by the Release is good and valuable consideration for the surrender of rights entailed by the Release. In addition, in the event Executive is terminated by the Company without Cause or Executive terminates his employment hereunder with Good Reason during the Employment Term, the Company will (A) pay to Executive accrued but unpaid Salary through the effective date of such termination, (B) pay to Executive all unreimbursed expenses incurred in accordance with this Agreement prior to such termination, which payments in the case of clauses (A) and (B) will become due and payable within ...
