Common use of Termination of Employment With Cause Clause in Contracts

Termination of Employment With Cause. In addition to any other remedies available to the Company at law, in equity or as set forth in this Agreement, the Company shall have the right, upon written notice to Employee, to terminate his employment hereunder without any further liability or obligation to him in respect of his employment (other than its obligation to pay Base Compensation, Bonus and vacation time accrued but unpaid as of the date of termination and reimbursement of expenses incurred prior to the date of termination in accordance with Section 3 and 5 above) if Employee: (i) breaches any material provision of this Agreement; or (ii) has committed an act of gross misconduct in connection with the performance of his duties hereunder, as reasonably determined in good faith by the Board of Directors of the Company; or (iii) demonstrates habitual negligence in the performance of his duties, as reasonably determined by the Board of Directors of the Company; or (iv) is convicted of or pleads nolo contendere to any felony; or (v) is convicted of or pleads nolo contendere to any misdemeanor involving moral turpitude and the conduct underlying such misdemeanor has materially adverse or detrimental effect on the Company, its reputation, or its business, as reasonably determined by the Board of Directors of the Company; or (vi) has committed any act of fraud, misappropriation of funds or embezzlement in connection with his employment hereunder (a "Termination With Cause"). Notwithstanding the foregoing, no purported Termination With Cause pursuant to (i), (ii) or (iii) of this Section 7(a) shall be effective unless all of the following provisions shall have been complied with: (x) Employee shall be given written notice by the Board of Directors of the Company of the intention to effect a Termination With Cause, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Cause is based; and (y) Employee shall have ten (10) business days after receiving such notice in which to cure such grounds, to the extent such cure is possible, as determined in the sole reasonable discretion of the Board of Directors of the Company.

Termination of Employment With Cause. In addition to any other remedies available to the Company at law, in equity or as set forth in this Agreement, the Company shall have the right, upon written notice to EmployeeExecutive, to terminate his employment hereunder without any further liability or obligation to him in respect of his employment (other than its obligation to pay Base Compensation, Bonus Salary and vacation time accrued but unpaid as of the date of termination and reimbursement of expenses incurred prior to the date of termination in accordance with Section 3 and 5 3.2 above) if EmployeeExecutive: (ia) breaches any material provision of this Agreement; or (iib) has committed an act of gross misconduct in connection with the performance of his duties hereunder, as reasonably determined in good faith by the Board of Directors Chief Executive Officer of the Company; or (iiic) demonstrates habitual negligence in the performance of his duties, as reasonably determined by the Board of Directors Chief Executive Officer of the Company; or (ivd) is convicted of or pleads nolo contendere to any felony; or (ve) is convicted of or pleads nolo contendere to any misdemeanor involving moral turpitude and the conduct underlying such misdemeanor has materially an adverse or detrimental effect on the Company, its reputation, or its business, as reasonably determined by the Board of Directors Chief Executive Officer of the Company; or (vif) has committed any act of fraud, misappropriation of funds or embezzlement in connection with his employment hereunder (a "Termination With Cause"). Notwithstanding the foregoing, no purported Termination With Cause pursuant to . (i), (ii) or (iii) of this Section 7(a) shall be effective unless all of the following provisions shall have been complied with: (x) Employee Executive shall be given written notice by the Board of Directors of the Company Chief Executive Officer of the intention to effect a Termination With Cause, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Cause is based; and (yii) Employee Executive shall have ten five (105) business days after receiving such notice in which to cure such grounds, to the extent such cure is possible, as determined in the sole reasonable discretion of the Board of Directors of the CompanyChief Executive Officer.

Termination of Employment With Cause. In addition to any other remedies available to the Company it at law, in equity or as set forth in this Agreement, the Company shall have the right, upon written notice to the Employee, to immediately terminate his employment hereunder without any further liability or obligation to him in respect of his employment if the Employee (other than its obligation to pay Base Compensation, Bonus and vacation time accrued but unpaid as of the date of termination and reimbursement of expenses incurred prior to the date of termination in accordance with Section 3 and 5 above) if Employee: (ia) breaches 4 in any material respect any material provision of this AgreementAgreement and such breach is not remedied within thirty (30) days after written notice thereof from the Board of Directors of the Company setting forth in reasonable detail the matters constituting such breach; or (iib) has committed an act willfully fails or refuses in any material respect to perform such duties as may be reasonably assigned to him, consistent with his title and general area of gross misconduct in connection with the performance of his duties hereunderresponsibility, as reasonably determined in good faith from time to time by the Board of Directors of the Company; Company and fails to cure such failure or refusal within thirty (iii30) demonstrates habitual negligence in the performance days after receipt of his duties, as reasonably determined by notice from the Board of Directors of the CompanyCompany stating with specificity the nature of such failure or refusal; or (ivc) is has been convicted of or pleads nolo contendere to any a felony; or (v) is convicted of or pleads nolo contendere to any misdemeanor involving moral turpitude and the conduct underlying such misdemeanor has materially adverse or detrimental effect on the Company, its reputation, or its business, as reasonably determined by the Board of Directors of the Company; or (vid) has committed any act of fraud, misappropriation of funds or embezzlement in connection with his employment hereunder ((a) through (d) above to mean "Cause", and termination as a result of (a) through (d) above to mean "Termination With Cause"). Notwithstanding the foregoing, no purported Termination With Cause pursuant to (i), (ii) or (iii) The date of any termination of employment under this Section 7(a) shall be effective unless all 4.01 or under Section 4.02, 4.03 or 4.04 is referred to herein as the "Termination Date". In the event of the following provisions shall have been complied with: (x) Employee shall be given written notice by the Board of Directors of the Company of the intention to effect a Termination With Cause, such notice to state in detail the particular circumstances that constitute Company shall pay the grounds on which the proposed Termination With Cause is based; and Employee as follows: (ya) Employee shall have within ten (10) business days following the Termination Date, any accrued but unpaid Base Salary as of the Termination Date; (b) within ten (10) days following the Termination Date, the Employee's Base Salary on a daily basis (computed on a 365-day year) in effect on the Termination Date, multiplied by the number of accrued and unused vacation days at the Termination Date: (c) within ten (10) days following the Termination Date, any accrued but unpaid expenses incurred by the Employee as of the Termination Date in accordance with Section 3.02 hereof; (d) within ten (10) days following the Termination Date, any accrued and unpaid benefits to which the Employee may be entitled pursuant to Section 3.01 hereof; (e) within ten (10) days after receiving such notice in which to cure such grounds, to the extent such cure is possible, as determined in the sole reasonable discretion of the Board of Directors date of the Company's receipt of its year end financial statements for the year in which the Termination Date occurs, an amount equal to (x) the amount of Incentive Compensation, if any, that would have been payable to the Employee with respect to the fiscal year during which the Termination Date occurred had the Termination Date not occurred multiplied by (y) a fraction, the numerator of which is the number of days in such fiscal year which expired prior to the Termination Date and the denominator of which is 365; 5 (f) within ten (10) days following the Termination Date, any other accrued and unpaid compensation payable to the Employee as of the Termination Date, the amount of which has already been calculated as of the Termination Date in accordance with the terms hereof; and (g) within ten (10) days following the date after the Termination Date as of which it is calculated in accordance with the terms hereof, any other accrued and unpaid compensation payable to the Employee as of the Termination Date.

Termination of Employment With Cause. In addition to any other remedies available to the Company it at law, in equity or as set forth in this Agreement, the Company shall have the right, upon written notice to the Employee, to immediately terminate his employment hereunder without any further liability or obligation to him in respect of his employment if the Employee (other than its obligation to pay Base Compensation, Bonus and vacation time accrued but unpaid as of the date of termination and reimbursement of expenses incurred prior to the date of termination in accordance with Section 3 and 5 above) if Employee: (ia) breaches in any material respect any material provision of this AgreementAgreement and such breach is not remedied within thirty (30) days after written notice thereof from the Board of Directors of the Company setting forth in reasonable detail the matters constituting such breach; or (iib) has committed an act willfully fails or refuses in any material respect to perform such duties as may be reasonably assigned to him, consistent with his title and general area of gross misconduct in connection with the performance of his duties hereunderresponsibility, as reasonably determined in good faith from time to time by the Board of Directors of the Company; Company and fails to cure such failure or refusal within thirty (iii30) demonstrates habitual negligence in the performance days after receipt of his duties, as reasonably determined by notice from the Board of Directors of the CompanyCompany stating with specificity the nature of such failure or refusal; or (ivc) is has been convicted of or pleads nolo contendere to any a felony; or (v) is convicted of or pleads nolo contendere to any misdemeanor involving moral turpitude and the conduct underlying such misdemeanor has materially adverse or detrimental effect on the Company, its reputation, or its business, as reasonably determined by the Board of Directors of the Company; or (vid) has committed any act of fraud, misappropriation of funds or embezzlement in connection with his employment hereunder ((a) through (d) above to mean "Cause", and termination as a result of (a) through (d) above to mean "Termination With Cause"). Notwithstanding the foregoing, no purported Termination With Cause pursuant to (i), (ii) or (iii) The date of any termination of employment under this Section 7(a) shall be effective unless all 4.01 or under Section 4.02, 4.03 or 4.04 is referred to herein as the "Termination Date". In the event of the following provisions shall have been complied with: (x) Employee shall be given written notice by the Board of Directors of the Company of the intention to effect a Termination With Cause, such notice to state in detail the particular circumstances that constitute Company shall pay the grounds on which the proposed Termination With Cause is based; and Employee as follows: (ya) Employee shall have within ten (10) business days following the Termination Date, any accrued but unpaid Base Salary as of the Termination Date; (b) within ten (10) days following the Termination Date, the Employee's Base Salary on a daily basis (computed on a 365-day year) in effect on the Termination Date, multiplied by the number of accrued and unused vacation days at the Termination Date: (c) within ten (10) days following the Termination Date, any accrued but unpaid expenses incurred by the Employee as of the Termination Date in accordance with Section 3.02 hereof; (d) within ten (10) days following the Termination Date, any accrued and unpaid benefits to which the Employee may be entitled pursuant to Section 3.01 hereof; (e) within ten (10) days after receiving such notice in which to cure such grounds, to the extent such cure is possible, as determined in the sole reasonable discretion of the Board of Directors date of the Company's receipt of its year end financial statements for the year in which the Termination Date occurs, an amount equal to (x) the amount of Incentive Compensation, if any, that would have been payable to the Employee with respect to the fiscal year during which the Termination Date occurred had the Termination Date not occurred multiplied by (y) a fraction, the numerator of which is the number of days in such fiscal year which expired prior to the Termination Date and the denominator of which is 365; (f) within ten (10) days following the Termination Date, any other accrued and unpaid compensation payable to the Employee as of the Termination Date, the amount of which has already been calculated as of the Termination Date in accordance with the terms hereof; and (g) within ten (10) days following the date after the Termination Date as of which it is calculated in accordance with the terms hereof, any other accrued and unpaid compensation payable to the Employee as of the Termination Date.

Termination of Employment With Cause. In addition to any other remedies available to the Company at law, in equity or as set forth in this Agreement, the Company shall have the right, upon written notice to Employee, to terminate his employment hereunder without any further liability or obligation to him in respect of his employment (other than its obligation to pay Base Compensation, Bonus Compensation and vacation time accrued but unpaid as of the date of termination and reimbursement of expenses incurred prior to the date of termination in accordance with Section 3 and 5 3(b) above) if Employee: (i) breaches any material provision of this Agreement; or (ii) has committed an act of gross misconduct in connection with the performance of his duties hereunder, as reasonably determined in good faith by the Board of Directors of the Company; or (iii) demonstrates habitual negligence in the performance of his duties, as reasonably determined by the Board of Directors of the Company; or (iv) is convicted of or pleads nolo contendere to any felony; or (v) is convicted of or pleads nolo contendere to any misdemeanor involving moral turpitude and the conduct underlying such misdemeanor has materially an adverse or detrimental effect on the Company, its reputation, or its business, as reasonably determined by the Board of Directors of the Company; or (vi) has committed any act of fraud, misappropriation of funds or embezzlement in connection with his employment hereunder (a "Termination With Cause"). Notwithstanding the foregoing, no purported Termination With Cause pursuant to (i), (ii) or (iii) of this Section 7(a) shall be effective unless all of the following provisions shall have been complied with: (x) Employee shall be given written notice by the Board of Directors of the Company of the intention to effect a Termination With Cause, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Cause is based; and (y) Employee shall have ten (10) business days after receiving such notice in which to cure such grounds, to the extent such cure is possible, as determined in the sole reasonable discretion of the Board of Directors of the Company.

Termination of Employment With Cause. In addition to any other remedies available to the Company at law, in equity or as set forth in this Agreement, the Company shall have the right, upon written notice to EmployeeExecutive, to terminate his employment hereunder without any further liability or obligation to him in respect of his employment (other than its obligation to pay Base Compensation, Bonus Salary and vacation time accrued but unpaid as of the date of termination and reimbursement of expenses incurred prior to the date of termination in accordance with Section 3 and 5 3.2 above) if EmployeeExecutive: (ia) breaches any material provision of this Agreement; or (iib) has committed an act of gross misconduct in connection with the performance of his duties hereunder, as reasonably determined in good faith by the Board of Directors Chief Executive Officer of the Company; or (iiic) demonstrates habitual negligence in the performance of his duties, as reasonably determined by the Board of Directors Chief Executive Officer of the Company; or (ivd) is convicted of or pleads nolo contendere to any felony; or (ve) is convicted of or pleads nolo contendere to any misdemeanor involving moral turpitude and the conduct underlying such misdemeanor has materially an adverse or detrimental effect on the Company, its reputation, or its business, as reasonably determined by the Board of Directors Chief Executive Officer of the Company; or (vif) has committed any act of fraud, misappropriation of funds or embezzlement in connection with his employment hereunder (a "Termination With Cause"). Notwithstanding the foregoing, no purported Termination With Cause pursuant to . (i), (ii) or (iii) of this Section 7(a) shall be effective unless all of the following provisions shall have been complied with: (x) Employee Executive shall be given written notice by the Board of Directors of the Company Chief Executive Officer of the intention to effect a Termination With Cause, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Cause is based; and (yii) Employee Executive shall have ten (10) business days after receiving such notice in which to cure such grounds, to the extent such cure is possible, as determined in the sole reasonable discretion of the Board of Directors of the CompanyChief Executive Officer.

Termination of Employment With Cause. In addition to any other remedies available to the Company it at law, in equity or as set forth in this Agreement, the Company shall have the right, upon written notice to the Employee, to immediately terminate his employment hereunder without any further liability or obligation to him in respect of his employment if the Employee (other than its obligation to pay Base Compensation, Bonus and vacation time accrued but unpaid as of the date of termination and reimbursement of expenses incurred prior to the date of termination in accordance with Section 3 and 5 above) if Employee: (ia) breaches in any material respect any material provision of this AgreementAgreement and such breach is not remedied within thirty (30) days after written notice thereof from the Board of Directors of the Company setting forth in reasonable detail the matters constituting such breach; or (iib) has committed an act willfully fails or refuses in any material respect to perform such duties as may be reasonably assigned to him, consistent with his title and general areas of gross misconduct in connection with the performance of his duties hereunderresponsibility, as reasonably determined in good faith from time to time by the Board of Directors of the Company; Company and fails to cure such failure or refusal within thirty (iii30) demonstrates habitual negligence in the performance days after receipt of his duties, as reasonably determined by notice from the Board of Directors of the CompanyCompany stating with specificity the nature of such failure or refusal; or (ivc) is has been convicted of or pleads nolo contendere to any a felony; or (v) is convicted of or pleads nolo contendere to any misdemeanor involving moral turpitude and the conduct underlying such misdemeanor has materially adverse or detrimental effect on the Company, its reputation, or its business, as reasonably determined by the Board of Directors of the Company; or (vid) has committed any act of fraud, misappropriation of funds or embezzlement in connection 8 with his employment hereunder ((a) through (d) above to mean "Cause", and termination as a result of (a) through (d) above to mean "Termination With Cause"). Notwithstanding the foregoing, no purported Termination With Cause pursuant to (i), (ii) or (iii) The date of any termination of employment under this Section 7(a) shall be effective unless all 4.01 or under Section 4.02, 4.03 or 4.04 is referred to herein as the "Termination Date". In the event of the following provisions shall have been complied with: (x) Employee shall be given written notice by the Board of Directors of the Company of the intention to effect a Termination With Cause, such notice to state in detail the particular circumstances that constitute Company shall pay the grounds on which the proposed Termination With Cause is based; and Employee as follows: (ya) Employee shall have within ten (10) business days following the Termination Date, any accrued but unpaid Base Salary as of the Termination Date; (b) within ten (10) days following the Termination Date, the Employee's Base Salary on a daily basis (computed on a 365-day year) in effect on the Termination Date, multiplied by the number of accrued and unused vacation days at the Termination Date; (c) within ten (10) days following the Termination Date, any accrued but unpaid expenses incurred by the Employee as of the Termination Date in accordance with Section 3.02 hereof; (d) within ten (10) days following the Termination Date, any accrued and unpaid benefits to which the Employee may be entitled pursuant to Section 3.01 hereof; (e) within ten (10) days after receiving such notice in which to cure such grounds, to the extent such cure is possible, as determined in the sole reasonable discretion of the Board of Directors date of the Company's receipt of its year end financial statements for the year in which the Termination Date occurs, an amount equal to (x) the amount of Incentive Compensation, if any, that would have been payable to the Employee with respect to the fiscal year during which the Termination Date occurred had the Termination Date not occurred multiplied by (y) a fraction, the numerator of which is the number of days in such fiscal year which expired prior to the Termination Date and the denominator of which is 365; (f) within ten (10) days following the Termination Date, any other accrued and unpaid compensation payable to the Employee as of the Termination Date, the amount of which has already been calculated as of the Termination Date in accordance with the terms hereof; and (g) within ten (10) days following the date after the Termination Date as of which it is calculated in accordance with the terms hereof, any other accrued and unpaid compensation payable to the Employee as of the Termination Date.

Termination of Employment With Cause. In addition to any other remedies available to the Company it at law, in equity or as set forth in this Agreement, the Company shall have the right, upon written notice to the Employee, to immediately terminate his employment hereunder without any further liability or obligation to him in respect of his employment if the Employee (other than its obligation to pay Base Compensation, Bonus and vacation time accrued but unpaid as of the date of termination and reimbursement of expenses incurred prior to the date of termination in accordance with Section 3 and 5 above) if Employee: (ia) breaches in any material respect any material provision of this AgreementAgreement and such breach is not remedied within thirty (30) days after written notice thereof from the Board of Directors of the Company setting forth in reasonable detail the matters constituting such breach; or (iib) has committed an act willfully fails or refuses in any material respect to perform such duties as may be reasonably assigned to him, consistent with his title and general areas of gross misconduct in connection with the performance of his duties hereunderresponsibility, as reasonably determined in good faith from time to time by the Board of Directors of the Company; Company and fails to cure such failure or refusal within thirty (iii30) demonstrates habitual negligence in the performance days after receipt of his duties, as reasonably determined by notice from the Board of Directors of the CompanyCompany stating with specificity the nature of such failure or refusal; or (ivc) is has been convicted of or pleads nolo contendere to any a felony; or (v) is convicted of or pleads nolo contendere to any misdemeanor involving moral turpitude and the conduct underlying such misdemeanor has materially adverse or detrimental effect on the Company, its reputation, or its business, as reasonably determined by the Board of Directors of the Company; or (vid) has committed any act of fraud, misappropriation of funds or embezzlement in connection with his employment hereunder ((a) through (d) above to mean "Cause", and termination as a result of (a) through (d) above to mean "Termination With Cause"). Notwithstanding the foregoing, no purported Termination With Cause pursuant to (i), (ii) or (iii) The date of any termination of employment under this Section 7(a) shall be effective unless all 4.01 or under Section 4.02, 4.03 or 4.04 is referred to herein as the "Termination Date". In the event of the following provisions shall have been complied with: (x) Employee shall be given written notice by the Board of Directors of the Company of the intention to effect a Termination With Cause, such notice to state in detail the particular circumstances that constitute Company shall pay the grounds on which the proposed Termination With Cause is based; and Employee as follows: (ya) Employee shall have within ten (10) business days following the Termination Date, any accrued but unpaid Base Salary as of the Termination Date; (b) within ten (10) days following the Termination Date, the Employee's Base Salary on a daily basis (computed on a 365-day year) in effect on the Termination Date, multiplied by the number of accrued and unused vacation days at the Termination Date; (c) within ten (10) days following the Termination Date, any accrued but unpaid expenses incurred by the Employee as of the Termination Date in accordance with Section 3.02 hereof; (d) within ten (10) days following the Termination Date, any accrued and unpaid benefits to which the Employee may be entitled pursuant to Section 3.01 hereof; (e) within ten (10) days after receiving such notice in which to cure such grounds, to the extent such cure is possible, as determined in the sole reasonable discretion of the Board of Directors date of the Company's receipt of its year end financial statements for the year in which the Termination Date occurs, an amount equal to (x) the amount of Incentive Compensation, if any, that would have been payable to the Employee with respect to the fiscal year during which the Termination Date occurred had the Termination Date not occurred multiplied by (y) a fraction, the numerator of which is the number of days in such fiscal year which expired prior to the Termination Date and the denominator of which is 365; (f) within ten (10) days following the Termination Date, any other accrued and unpaid compensation payable to the Employee as of the Termination Date, the amount of which has already been calculated as of the Termination Date in accordance with the terms hereof; and (g) within ten (10) days following the date after the Termination Date as of which it is calculated in accordance with the terms hereof, any other accrued and unpaid compensation payable to the Employee as of the Termination Date.

Termination of Employment With Cause. In addition to any other remedies available to the Company it at law, in equity or as set forth in this Agreement, the Company shall have the right, upon written notice to the Employee, to immediately terminate his employment hereunder without any further liability or obligation to him in respect of his employment if the Employee (other than its obligation to pay Base Compensation, Bonus and vacation time accrued but unpaid as of the date of termination and reimbursement of expenses incurred prior to the date of termination in accordance with Section 3 and 5 above) if Employee: (ia) breaches in any material respect any material provision of this AgreementAgreement and such breach is not remedied within thirty (30) days after written notice thereof from the Board of Directors of the Company setting forth in reasonable detail the matters constituting such breach; or (iib) has committed an act of gross misconduct willfully fails or refuses in connection with the performance of his any material respect to perform such duties hereunder, as reasonably determined in good faith may be assigned to him from time to time by the Board of Directors of the Company; Company and fails to cure such failure or refusal within thirty (iii30) demonstrates habitual negligence in the performance days after receipt of his duties, as reasonably determined by notice from the Board of Directors of the CompanyCompany stating with specificity the nature of such failure or refusal; or (ivc) is has been convicted of or pleads nolo contendere to any a felony; or (v) is convicted of or pleads nolo contendere to any misdemeanor involving moral turpitude and the conduct underlying such misdemeanor has materially adverse or detrimental effect on the Company, its reputation, or its business, as reasonably determined by the Board of Directors of the Company; or (vid) has committed any act of fraud, misappropriation of funds or embezzlement in connection with his employment hereunder (clauses (a) through (d) above to mean "Cause," and termination as a result of clauses (a) through (d) above to mean "Termination With Cause"). Notwithstanding the foregoing, no purported Termination With Cause pursuant to (i), (ii) or (iii) The date of any termination of employment under this Section 7(a) shall be effective unless all 4.1 or under Section 4.2, 4.3 or 4.4 hereof is referred to herein as the "Termination Date." In the event of the following provisions shall have been complied with: (x) Employee shall be given written notice by the Board of Directors of the Company of the intention to effect a Termination With Cause, such notice to state in detail the particular circumstances that constitute Company shall pay the grounds on which the proposed Termination With Cause is based; and Employee as follows: (yi) Employee shall have within ten (10) business days following the Termination Date, any accrued but unpaid Base Salary as of the Termination Date; (ii) within ten (10) days following the Termination Date, the Employee's Base Salary on a daily basis (computed on a 365-day year) in effect on the Termination Date, multiplied by the number of accrued and unused vacation days at the Termination Date; (iii) within ten (10) days following the Termination Date, any accrued but unpaid expenses incurred by the Employee as of the Termination Date in accordance with Section 3.2 hereof; (iv) within ten (10) days following the Termination Date, any accrued and unpaid benefits to which the Employee may be entitled pursuant to Section 3.1 hereof; (v) within ten (10) days after receiving such notice in which the next Financial Statement Receipt Date to cure such groundsoccur, an amount equal to (x) the amount of Incentive Compensation, if any, that would have been payable to the extent Employee with respect to the fiscal year during which the Termination Date occurred had the Termination Date not occurred multiplied by (y) a fraction, the numerator of which is the number of days in such cure fiscal year which expired prior to the Termination Date and the denominator of which is possible365; (vi) within ten (10) days following the Termination Date, any other accrued and unpaid compensation payable to the Employee as determined in the sole reasonable discretion of the Board Termination Date, the amount of Directors which has already been calculated as of the CompanyTermination Date in accordance with the terms hereof; and (vii) within ten (10) days following the date after the Termination Date as of which it is calculated in accordance with the terms hereof, any other accrued and unpaid compensation payable to the Employee as of the Termination Date.