best interest of the Company. Notwithstanding the foregoing, the Company shall not be entitled to terminate Executive for Cause under clause (ii) above, unless (A) the Board shall have
made a good faith investigation and can produce demonstrable evidence of the existence of the commission of the fraud, embezzlement or theft which would serve as the basis of Executives termination for Cause under clause (ii) above,
during which investigation the Company may place Executive on a paid administrative leave of absence and (B) no less than 2/3 of the members of the Board (excluding Executive if Executive is then a member of the Board) shall have made a good
faith determination that the Company is entitled to terminate Executive for Cause under clause (ii) above.
Termination shall mean a termination of employment by Executive on Executives own initiative other than (i) a termination due to Disability or (ii) a termination for Good Reason.
5.4 Termination by the Company without Cause or by Executive for Good Reason. The Company may terminate Executives employment
hereunder without Cause, and Executive shall be permitted to terminate Executives employment hereunder for Good Reason (as hereinafter defined). If the Company terminates Executives employment hereunder without Cause, other than due to
death or Disability, or if Executive effects a termination for Good Reason, Executive shall be entitled to receive the payments and benefits set forth in this Section 5.4.
(a) If Executives employment hereunder is terminated by the Company without Cause, so long as Executive has not breached any of the
terms contained in Section 4, Executive shall be entitled to each of the following:
(i) Executives Accrued Employment
(ii) Two times Executives annual Base Salary in effect as of the date of such termination, payable in accordance with
the Companys normal payroll practices for a period of twenty-four (24) months following any such termination; provided, however, that if Executive is, as of the date of such termination, a specified employee within the meaning
of Section 409A of the Internal Revenue Code of 1986, as amended (the Code), any amount that is (1) not treated as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), and
(2) exceeds the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) (two times the lesser of (A) the sum of Executives annualized compensation based on Executives annual Base Salary for the calendar year
preceding the calendar year in which termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executives employment had not been terminated), or (B) the maximum amount that may be taken
into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which such termination occurs), will not be paid before the date that is six (6) months after such date of termination, or if earlier, the date of
Executives death. Any payments or benefits to which Executive would otherwise be entitled during such non-payment period will be accumulated and paid or otherwise provided to Executive on the first day of the seventh month following such date
of termination, or if earlier, within 30 days of Executives death to his surviving spouse (or to his estate if Executives spouse does not survive him). For purposes of this Section 5.4(a)(ii) and Section 5.4(b), any amount that
is paid as a short-term deferral within
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