Common use of Termination of Employment for Good Reason or Other Than for Cause Clause in Contracts

Termination of Employment for Good Reason or Other Than for Cause. If, during the Continuation Period, the Executive's employment with the Company is terminated other than for Cause, or the Executive shall terminate employment under this Agreement for Good Reason, the Company shall pay to the Executive in a lump sum in cash within 10 days after the Termination Date an amount equal to the product of (i) 2.99, multiplied by (ii) the "Base Amount," as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"); provided, however, that to the extent any amounts payable to the Executive in connection with a Change of Control (whether pursuant to this Agreement or under any other employment agreement, employment arrangement or similar plan, contract or program of severance, collectively, the "Total Severance Benefits") would constitute "Parachute Payments," as defined in Section 280G(b)(2) of the Code, such payments shall reduce the amounts payable to the Executive under this Section 5(a). The Executive may elect, in his sole discretion, which of the Total Severance Benefits shall be eliminated or reduced (as long as after such election the Total Severance Benefits no longer constitute Parachute Payments).

Termination of Employment for Good Reason or Other Than for Cause. If, during the Continuation Period, the Executive's employment with the Company is terminated other than for Cause, or the Executive shall terminate employment under this Agreement for Good Reason, the Company shall pay to the Executive in a lump sum in cash within 10 days after the Termination Date an amount equal to the product of (i) 2.99, multiplied by (ii) the "Base Amount," as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"); provided, however, that to the extent any amounts payable to the Executive in connection with a Change of Control (whether pursuant to this Agreement or under any other employment agreement, employment arrangement or similar plan, contract or program of severance, collectively, the "Total Severance Benefits") would constitute "Parachute Payments," as defined in Section 280G(b)(2) of the Code, such payments shall reduce the amounts Total Severance Benefits payable to the Executive under this Section 5(a). The Executive may elect, in his sole discretion, which of the Total Severance Benefits shall be eliminated or reduced (as long as after to the extent necessary such election that the Total Severance Benefits no longer constitute Parachute Payments).constitute