Common use of Termination by the Company or PGA Without Cause Clause in Contracts

Termination by the Company or PGA Without Cause. (Other Than Due to Disability or Death) or by the Employee for Good Reason. (i) If the Employee’s employment with the Company and PGA hereunder is terminated by (A) the Company or PGA for any reason other than (1) Cause, (2) Disability or (3) the Employee’s death or (B) the Employee for Good Reason, then, in addition to the Accrued Rights, subject to the Employee’s continued compliance with Sections 6 and 7 and the Employee’s execution and delivery of a general release of claims against the Company (excluding equity-based claims), PGA and their respective affiliates in a form acceptable to the Company (the “Release”), on or prior to the sixtieth (60th) day following the date of the Employee’s termination of employment and his non-revocation of such Release within the time period provided therein, PGA or the Company, as applicable, shall pay the Employee (x) an amount equal to any Annual Bonus earned for the Bonus Year in which the date of termination of employment occurs which bonus would otherwise be payable to the Employee if his employment had not terminated (as determined following the end of such Bonus Year based on the actual full-year performance of the Company and PGA, as applicable, in such Bonus Year), multiplied by a fraction, the numerator of which is the number of days the Employee was employed hereunder in such year and the denominator of which is 365 (the “Pro-Rata Bonus”), which amount is payable in accordance with Section 3(b), (y) an amount equal to one and a half (1.5) times the sum of (I) the Employee’s Base Salary at the rate in effect on the date of termination and (II) the amount of the Employee’s Annual Bonus, if any, paid or earned, but not yet paid, in respect of the year immediately preceding the year of termination, which amount is payable in equal installments in accordance with PGA’s usual payment practices over an eighteen (18) month period commencing on the day immediately following the termination date (such period, the “Severance Period”), and (z) an amount equal to one and a half (1.5) times the Company’s or PGA’s cost of providing, for 18 months, coverage for the Employee and his dependents under the Company’s or PGA’s group health plan(s) at the applicable premium rate in effect at the time of the Employee’s termination of employment, which amount is payable in equal installments in accordance with PGA’s usual payment practices over the Severance Period. Notwithstanding the foregoing, the Company and PGA shall have the right to cease making such payments and the Employee shall be obligated to repay any such amounts to the Company or PGA already paid if the Employee fails to execute and deliver the Release within the time period provided for above or, after timely delivery, the Employee revokes it within the time period specified in such Release.

Termination by the Company or PGA Without Cause. (Other Than Due to Disability or Death) or by the Employee for Good Reason. (i) If the Employee’s employment with the Company and PGA hereunder is terminated by (A) the Company or PGA for any reason other than (1) Cause, (2) Disability or (3) the Employee’s death or (B) the Employee for Good Reason, then, in addition to the Accrued Rights, subject to the Employee’s continued compliance with Sections 6 and 7 and the Employee’s execution and delivery of a general release of claims against the Company (excluding equity-based claims), PGA and their respective affiliates in a substantially the form acceptable to the Company attached as Exhibit C hereto (the “Release”), on or prior to after the date of Employee’s termination of employment and not later than the sixtieth (60th) day following the date of the Employee’s termination of employment and his non-revocation of such Release within the time period provided therein, PGA or the Company, as applicable, shall pay the Employee (x) an amount equal to any Annual Bonus earned for the Bonus Year in which the date of termination of employment occurs occurs, which bonus would otherwise be payable to the Employee if his employment had not terminated (as determined following the end of such Bonus Year based on the actual full-year performance of the Company and PGA, as applicable, in such Bonus Year), multiplied by a fraction, the numerator of which is the number of days the Employee was employed hereunder in such year and the denominator of which is 365 (the “Pro-Rata Bonus”), which amount is payable in accordance with Section 3(b), (y) an amount equal to one and a half (1.5) times the sum of (I) the Employee’s Base Salary at the rate in effect on the date of termination and (II) the amount of the Employee’s Annual Bonus, if any, paid or earned, but not yet earned (regardless of whether paid), in respect of the year immediately preceding the year of terminationtermination (the “Severance Amount”), which amount Severance Amount is payable in equal installments in accordance with PGA’s usual payment practices over an eighteen a twelve (1812) month period commencing on the day immediately following the termination date (such period, the “Severance Period”), and (z) an amount equal to one and a half (1.5) times the Company’s or PGA’s cost of providing, for 18 monthsthe Severance Period, coverage for the Employee and his dependents under the Company’s or PGA’s group health plan(s) at the applicable premium rate in effect at the time of the Employee’s termination of employment, which amount is payable in equal installments in accordance with PGA’s usual payment practices over the Severance Period. Notwithstanding the foregoing, the Company and PGA shall have the right to cease making such payments and the Employee shall be obligated to repay any such amounts to the Company or PGA already paid if the Employee fails to execute and deliver the Release within the time period provided for above or, after timely delivery, the Employee revokes it within the time period specified in such Release.