Common use of Without Cause or Good Reason Clause in Contracts

Without Cause or Good Reason. If Employee's employment by the Company shall be terminated by the Company other than for Cause, death or Disability, or by Employee for Good Reason, then Employee shall be entitled to the benefits provided below: (i) the Company shall pay Employee all Accrued Compensation and a Pro Rata Bonus; (ii) the Company shall pay Employee as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment, an amount in cash equal to three (3) times the sum of (A) Employee's Base Salary at the highest rate in effect at any time within the ninety (90) day period ending on the date the Notice of Termination is given (or if Employee's employment is terminated after a Change in Control, Employee's Base Salary immediately prior to the Change in Control, if greater) and (B) the "Bonus Amount" (as defined below). The term "Bonus Amount" shall mean (x) the greatest amount of any annual cash bonus or annual incentive compensation received by Employee during the three (3) fiscal years immediately preceding the Termination Date or (y) if no such bonus was received by Employee during any of such three (3) years, then an amount equal to Employee's maximum annual bonus which could be awarded for the fiscal year in which the Termination Date occurs had he continued in employment until the end of such fiscal year, assuming all performance targets and goals (if applicable) had been fully met by the Company and by Employee, as applicable, for such year;