Common use of Termination without Cause by the Company or for Good Reason by the Executive Prior to a Change in Control Clause in Contracts

Termination without Cause by the Company or for Good Reason by the Executive Prior to a Change in Control. The Company may also terminate the Executive’s employment with the Company at any time without Cause, and the Executive may terminate his employment with the Company at any time for Good Reason (as defined in Section 3(f)(i)(B)). (i) If the Company terminates the Executive’s services without Cause or the Executive terminates his employment with the Company for Good Reason, other than during the two-year period following a Change in Control (as defined in Section 3(f)(i)(A)), the Executive shall be entitled to receive from the Company (W) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (X) all unreimbursed expenses (if any), subject to Section 2(d), (Y) an aggregate amount (the “Severance Amount”) equal to one and a half (1.5) times the average annual Cash Compensation (as hereinafter defined) paid to and/or accrued with respect to the Executive during the two completed fiscal years of the Company immediately preceding the date of such termination, and (Z) the payment or provision of any Other Benefits. For purposes of this Agreement, “

Termination without Cause by the Company or for Good Reason by the Executive Prior to a Change in Control. The Company may also terminate the Executive’s employment with the Company at any time without Cause, and the Executive may terminate his employment with the Company at any time for Good Reason (as defined in Section 3(f)(i)(B)). (i) If the Company terminates the Executive’s services without Cause or the Executive terminates his employment with the Company for Good Reason, other than during the two-year period following a Change in Control (as defined in Section 3(f)(i)(A)), the Executive shall be entitled to receive from the Company (W) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (X) all unreimbursed expenses (if any), subject to Section 2(d), (Y) an aggregate amount (the “Severance Amount”) equal to one and a half (1.5) two times the average annual Cash Compensation (as hereinafter defined) paid to and/or accrued with respect to the Executive during the two completed fiscal years of the Company immediately preceding the date of such termination, and (Z) the payment or provision of any Other Benefits. For purposes of this Agreement, “