Common use of Termination by Employer Without Cause or by Executive for Good Reason Clause in Contracts

Termination by Employer Without Cause or by Executive for Good Reason. If Employer terminates Executive’s employment without Cause, or if Executive terminates his employment for Good Reason, Employer shall pay Executive in a lump sum: (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date, plus a pro rata portion of any annual target bonus for the year of termination; and (ii) an amount equal to two (2) times Executive’s highest Base Salary over the prior three (3) years, plus an amount equal to two (2) times the target bonus or two (2) times the average bonus paid over the prior three (3) years, whichever is greater. The amount described in 5(b)(i) herein shall be paid no later than 45 days after the day on which employment is terminated. The amount described in 5(b)(ii) herein shall be paid on the first day of the month following a period of six (6) months after the termination of employment, provided that the payment may be made sooner if either (i) the amount does not exceed the IRC Safe Harbor or (ii) at the Executive’s election, the amount described in Section 5(a)(ii) is reduced to fit within the IRC Safe Harbor. No payment will be made pursuant to Section 5(a)(ii) until the Executive has signed a Release Agreement.

Termination by Employer Without Cause or by Executive for Good Reason. If Employer terminates Executive’s employment without Cause, or if Executive terminates his employment for Good Reason, Employer shall pay Executive in a lump sum: (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date, plus a pro rata portion of any annual target bonus for the year of termination; and (ii) an amount equal to two one (21) times Executive’s highest Base Salary over the prior three (3) years, plus an amount equal to two one (21) times the target bonus or two one (21) times the average bonus paid over the prior three (3) years, whichever is greater. The amount described in 5(b)(i) herein shall be paid no later than 45 days after the day on which employment is terminated. The amount described in 5(b)(ii) herein shall be paid on the first day of the month following a period of six (6) months after the termination of employment, provided that the payment may be made sooner if either (i) the amount does not exceed the IRC Safe Harbor or (ii) at the Executive’s election, the amount described in Section 5(a)(ii) is reduced to fit within the IRC Safe Harbor. No payment will be made pursuant to Section 5(a)(ii) until the Executive has signed a Release Agreement.