Termination Without Cause; Executive Resigns for Good Reason Involving a Change of Control; Executive Resigns After One Year After a Change in Control. ------------------------------------------------------------------------------- If during the Term of this Agreement Executive is Terminated Without Cause before that date which is 90 days prior to a Change in Control, the Executive will receive an amount equal to 2.0 times the Executive's "Base Amount" (as that term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")) (the "Base Amount"), calculated as of the Termination Date. If during the Term of this Agreement (i) the Executive is Terminated Without Cause on or after that date which is 90 days before a Change in Control, or (ii) the Executive Resigns for Good Reason during the period which begins on that date which is 90 days before a Change in Control and ends on that date which is the second anniversary date of such Change in Control, or (iii) the Executive's employment is terminated by the Company or by the Executive or notice of such termination is given for any reason (including by the voluntary resignation of the Executive) other than for Cause, or for death or Total Disability, within the 30-day period which begins upon the first anniversary date of a Change in Control, then in any of such events, the Executive shall be entitled to receive an amount equal to 2.99 times (x) the Executive's Base Amount calculated as of the Termination Date. The amounts described in this Section 6.2 shall be in addition to the Salary and Bonus due and payable on or before the Termination Date and all other payments and benefits the Executive is entitled to receive under this Agreement. Except in the situation where the Executive is Terminated Without Cause, the additional compensation will be paid in a lump sum on or before the Termination Date in accordance with the normal payroll procedures for a lump sum payment, as the same may be modified from time to time. If the Executive is Terminated Without Cause (whether prior to or after a Change in Control), the additional compensation will be paid in equal monthly installments over a twenty-three month period following the Termination Date as if the Executive's employment had continued hereunder payable in accordance with the normal payroll procedures, as the same may be modified from time to time. In addition:
