Common use of Termination of Employment by Company Without Cause; Resignation for Good Reason Clause in Contracts

Termination of Employment by Company Without Cause; Resignation for Good Reason. If Employee's employment is terminated by the Company without Cause, or Employee Resigns for Good Reason, within 30 days following the date of such termination of employment, the Company shall pay Employee the Accrued Amount as of the date of such termination, and in addition: (i) Subject to Section 18(d)(ii), the Company shall make a cash lump sum payment to Employee equal to the greater of: (A) the product of three (3) times the greater of (1) the sum of the amounts paid or payable to Employee pursuant to Sections 4 and 5 hereunder (and the short-term portion of any bonus amounts paid or payable pursuant to Section 6 hereunder) for the calendar year preceding the calendar year in which such termination of employment occurs or (2) the sum of the amounts paid or payable to Employee pursuant to Sections 4 and 5 hereunder (and the short-term portion of any bonus amounts paid or payable pursuant to Section 6 hereunder) during the one-year period ending on the date of such termination, provided that if such date of termination occurs before the first anniversary of the date hereof, the cash lump sum payment shall be equal to the product of three (3) times the sum of (x) Employee's annualized base salary pay rate in effect as of such date of termination and (y) the maximum bonus that would have been payable for the year that includes such date of termination if all of the conditions for the payment of such maximum bonus had been satisfied; or (B) The amount payable pursuant to Section 4 hereunder for the remainder of the Term at a rate equal to his base salary in effect at the time of the date of such termination. (ii) Employee may, in his sole discretion, elect in writing to decline to receive part or all of the amount otherwise payable pursuant to Section 18(d)(i). In addition, if, following payment of part or all of the amount payable pursuant to Section 18(d)(i), Employee determines that Employee would be in a better net after-tax position than he would be in if he retained such amount, Employee may elect in writing to repay the Company the amount, plus interest payable from the date of payment to the date of repayment at the "applicable federal rate" as determined pursuant to section 1274 of the Code, and upon such repayment and to the extent thereof, the original payment shall be treated as a loan between the Company and Employee.