Common use of Termination by the Company Without Cause or Resignation by the Executive for Good Reason Clause in Contracts

Termination by the Company Without Cause or Resignation by the Executive for Good Reason. In the event that during the Employment Period (i) the Company terminates Executive’s employment for any reason other than for Cause or due to Executive’s Disability, or (ii) Executive resigns for Good Reason, Executive shall be entitled to receive the Accrued Obligations and, subject to compliance with the release requirement of Section 8 and except as otherwise provided in Sections 12(h) and 14(e), the following payments and benefits: (i) All payments and benefits described in Section 6(b), except that in lieu of the amount described in Section 6(b)(ii), Executive shall receive an amount equal to Executive’s target Annual Bonus for the year in which the Termination Date occurs, payable within fifty-five (55) days following the Termination Date. (ii) A lump sum cash payment in an amount equal to three times the sum of (A) Executive’s Annual Base Salary immediately prior to the Termination Date, plus (B) the average of Executive’s Annual Bonus for the three fiscal years prior to year in which the Termination Date occurs, payable within fifty-five (55) days following the Termination Date. For purposes of clause (B), Annual Bonuses for years prior to 2017 shall not be included, and if fewer than three fiscal years have been completed prior to the Termination Date, the average Annual Bonus for the number of completed fiscal years shall be used (or if such termination occurs before payment of the 2017 Annual Bonus, the 2017 target Annual Bonus amount shall be used).