Termination of Employment by Company without Cause or by Executive for Good Reason. Except as provided in Section 4.4 (relating to the effect of a Change in Control), if Executive’s employment is terminated by Company without Cause pursuant to Section 3.3 or by Executive for Good Reason pursuant to Section 3.5, then, subject to Section 5, Executive shall receive the following payments and benefits:
Termination of Employment by Company without Cause or by Executive for Good Reason. In the event that the Company terminates Executive's employment hereunder without Cause or Executive terminates his employment hereunder for Good Reason (as defined below), Executive shall receive in a lump sum payment an amount equal to the sum of (i) his Base Salary (as such Base Salary would have been adjusted (assuming increase at the rate of four percent per annum) pursuant to Section 4.1 hereof during the remainder of the Term), for a period equal to the greater of (w) the remainder of the Term of this Agreement or (x) one year, and (ii) the product of (y) the average of the bonus compensation paid to Executive with respect to the three years preceding the year in which Executive terminates his employment for a Good Reason, whether or not such years are part of the Term, multiplied by (z) the greater of (A) the number of years (and portions thereof calculated to the nearest tenth) remaining in the term of this Agreement, and (B) one year, all of which shall be reduced to present value based on the applicable federal rate (as defined in Section 1274 of the Internal Revenue Code) that would apply to a debt obligation with a term equal to the greater of (A) or (B) above. In addition, if the receipt of the lump sum pursuant to the foregoing sentence would cause Executive to pay federal income tax for the year of receipt at a higher marginal rate than Executive would have paid for such year had Executive's employment not been terminated (the "Original Marginal Amount"), Executive shall receive an additional amount such that the amount retained by Executive after the payment of federal income taxes on such lump sum shall be the same as if such lump sum had been taxed at the Original Marginal Rate. Executive shall not be required to mitigate the amount of compensation payable to Executive hereunder, by securing other employment or otherwise, nor will such compensation be reduced by reason of Executive securing other employment or for any other reason.
Termination of Employment by Company without Cause or by Executive for Good Reason
