Common use of By Employee for Good Reason Clause in Contracts

By Employee for Good Reason. Employee may terminate, without liability, the Period of Employment for Good Reason (as defined below) upon twenty (20) days' advance written notice to the Company. The Company shall pay Employee the compensation to which he is entitled pursuant to Section 2(a) through the end of the notice period plus the Severance Benefits (as defined in Section 3(f) below) and thereafter all obligations of the Company hereunder shall terminate. Good Reason shall exist if (i) there is an assignment to the Employee of any duties materially inconsistent with or which constitute a material change in the Employee's position, duties, responsibilities, or status with the Company, or a material change in the Employee's reporting responsibilities, title, or offices; or removal of the Employee from any of such positions, except in connection with the termination of the Period of Employment for Cause, or due to disability, early or normal retirement as defined by the Company's pension plan, death, or termination of the Period of Employment by the Employee other than for Good Reason (provided that removal and/or failure to re-elect Employee to the Board in accordance with Section 1(c) shall not be deemed Good Reason for purposes of this Section 3(d)); (ii) there is a reduction by the Company in the Employee's annual salary then in effect other than a reduction similar in percentage to a reduction generally applicable to similarly situated employees of the Company; or (iii) the Company acts in any way that would adversely affect the Employee's participation in or materially reduce the Employee's benefit under any benefit plan of the Company in which the Employee is participating or deprive the Employee of any material fringe benefit enjoyed by the Employee except those changes generally affecting similarly situated employees of the Company.

By Employee for Good Reason. Employee may terminate, without liability, the Period of Employment for Good Reason (as defined below) upon twenty ten (2010) days' advance written notice to the Company. The Company shall pay In the event of a termination by Employee of the compensation to which he is entitled Period of Employment for Good Reason pursuant to Section 2(a) through the end of the notice period plus this Subsection (d), Employee shall be entitled to the Severance Benefits (as defined in Section 3(f4(f) below) and thereafter all upon the terms provided in said Section 4(f), and, except as provided in Section 6 below, Company shall have no further obligations to Employee with respect to his employment relationship with Company following payment of the Company hereunder shall terminateSeverance Benefits. "Good Reason Reason" shall exist if in the event of (i) there is an assignment to the Employee of any duties materially inconsistent with or which constitute a material change in Employee's position with Company which materially reduces Employee's level of responsibility or the nature of Employee's functions as set forth herein, (ii) a greater than ten percent (10%) reduction of Employee's level of compensation (including base salary, fringe benefits and participation in non-discretionary bonus programs under which awards are payable pursuant to objective financial or performance standards) or (c) a relocation of Employee's principal place of employment by more than thirty-five (35) miles, provided such that change, reduction or relocation is effected without Employee's written consent. During the ten (10) day notice period, Company shall have the right, but not the obligation, to take corrective action to reinstate Employee to such former position, responsibility, compensation level or location and terminate the right of Employee to terminate the Period of Employment pursuant to this Subsection (d) as a result of such prior change to Employee's position, dutiesresponsibility, responsibilitiescompensation level or location. Employee acknowledges that Company may be combined with or merged into Parent or any Affiliated Company and such merger or combination, or status with the Company, or a material change including any changes in the Employee's reporting responsibilitiesentity to whom Employee reports thereafter, title, or offices; or removal of the Employee from any of such positions, except in connection with the termination of the Period of Employment for Cause, or due to disability, early or normal retirement as defined by the Company's pension plan, death, or termination of the Period of Employment by the Employee other than for Good Reason (provided that removal and/or failure to re-elect Employee to the Board in accordance with Section 1(c) shall will not be deemed by itself to constitute Good Reason for purposes of this Section 3(dSubsection (d). (e); (ii) there is a reduction by the Company in the Employee's annual salary then in effect other than a reduction similar in percentage to a reduction generally applicable to similarly situated employees of the Company; or (iii) the Company acts in any way that would adversely affect the Employee's participation in or materially reduce the Employee's benefit under any benefit plan of the Company in which the Employee is participating or deprive the Employee of any material fringe benefit enjoyed by the Employee except those changes generally affecting similarly situated employees of the Company.

By Employee for Good Reason. Employee may terminate, without liability, the Period of Employment for Good Reason (as defined below) upon twenty ten (2010) days' advance written notice to the Company. The Company shall pay In the event of a termination by Employee of the compensation to which he is entitled Period of Employment for Good Reason pursuant to Section 2(a) through the end of the notice period plus this Subsection (d), Employee shall be entitled to the Severance Benefits (as defined in Section 3(f4(f) below) and thereafter all upon the terms provided in said Section 4(f), and, except as provided in Section 6 below, Company shall have no further obligations to Employee with respect to his employment relationship with Company following payment of the Company hereunder shall terminateSeverance Benefits. "Good Reason Reason" shall exist if in the event of (i) there is an assignment to the Employee of any duties materially inconsistent with or which constitute a material change in Employee's position with Company which materially reduces Employee's level of responsibility or the nature of Employee's functions as set forth herein, (ii) a greater than ten percent (10%) reduction of Employee's level of compensation (including base salary, fringe benefits and participation in non-discretionary bonus programs under which awards are payable pursuant to objective financial or performance standards) or (c) a relocation of Employee's principal place of employment by more than thirty-five (35) miles, provided such that change, reduction or relocation is effected without Employee's written consent. During the ten (10) day notice period, Company shall have the right, but not the obligation, to take corrective action to reinstate Employee to such former position, responsibility, compensation level or location and terminate the right of Employee to terminate the Period of Employment pursuant to this Subsection (d) as a result of such prior change to Employee's position, dutiesresponsibility, responsibilitiescompensation level or location. Employee acknowledges that Company may be combined with or merged into Parent or any Affiliated Company and such merger or combination, or status with the Company, or a material change including any changes in the Employee's reporting responsibilitiesentity to whom Employee reports thereafter, title, or offices; or removal of the Employee from any of such positions, except in connection with the termination of the Period of Employment for Cause, or due to disability, early or normal retirement as defined by the Company's pension plan, death, or termination of the Period of Employment by the Employee other than for Good Reason (provided that removal and/or failure to re-elect Employee to the Board in accordance with Section 1(c) shall will not be deemed by itself to constitute Good Reason for purposes of this Section 3(dSubsection (d)); (ii) there is a reduction by the Company in the Employee's annual salary then in effect other than a reduction similar in percentage to a reduction generally applicable to similarly situated employees of the Company; or (iii) the Company acts in any way that would adversely affect the Employee's participation in or materially reduce the Employee's benefit under any benefit plan of the Company in which the Employee is participating or deprive the Employee of any material fringe benefit enjoyed by the Employee except those changes generally affecting similarly situated employees of the Company.. F-1-3

By Employee for Good Reason. Employee may terminate, without liability, the Period of Employment for Good Reason (as defined below) upon twenty ten (2010) days' advance written notice to the Company. The Company shall pay In the event of a termination by Employee of the compensation to which he is entitled Period of Employment for Good Reason pursuant to Section 2(a) through the end of the notice period plus this Subsection (d), Employee shall be entitled to the Severance Benefits (as defined in Section 3(f4(f) below) and thereafter all upon the terms provided in said Section 4(f), and, except as provided in Section 6 below, Company shall have no further obligations to Employee with respect to his employment relationship with Company following payment of the Company hereunder shall terminateSeverance Benefits. "Good Reason Reason" shall exist if in the event of (i) there is an assignment to the Employee of any duties materially inconsistent with or which constitute a material change in Employee's position with Company which materially reduces Employee's level of responsibility or the nature of Employee's functions as set forth herein, (ii) a greater than ten percent (10%) reduction of Employee's level of compensation (including base salary, fringe benefits and participation in non-discretionary bonus programs under which awards are payable pursuant to objective financial or performance standards) or (c) a relocation of Employee's principal place of employment by more than thirty-five (35) miles, provided such that change, reduction or relocation is effected without Employee's written consent. During the ten (10) day notice period, Company shall have the right, but not the obligation, to take corrective action to reinstate Employee to such former position, responsibility, compensation level or location and terminate the right of Employee to terminate the Period of Employment pursuant to this Subsection (d) as a result of such prior change to Employee's position, dutiesresponsibility, responsibilitiescompensation level or location. Employee acknowledges that Company may be combined with or merged into Parent or any Affiliated Company and such merger or combination, or status with the Company, or a material change including any changes in the Employee's reporting responsibilitiesentity to whom Employee reports thereafter, title, or offices; or removal of the Employee from any of such positions, except in connection with the termination of the Period of Employment for Cause, or due to disability, early or normal retirement as defined by the Company's pension plan, death, or termination of the Period of Employment by the Employee other than for Good Reason (provided that removal and/or failure to re-elect Employee to the Board in accordance with Section 1(c) shall will not be deemed by itself to constitute Good Reason for purposes of this Section 3(dSubsection (d)); (ii) there is a reduction by the Company in the Employee's annual salary then in effect other than a reduction similar in percentage to a reduction generally applicable to similarly situated employees of the Company; or (iii) the Company acts in any way that would adversely affect the Employee's participation in or materially reduce the Employee's benefit under any benefit plan of the Company in which the Employee is participating or deprive the Employee of any material fringe benefit enjoyed by the Employee except those changes generally affecting similarly situated employees of the Company.. F-3-3

By Employee for Good Reason. Employee may terminate, without liability, the Period of Employment voluntarily terminate his employment for Good Reason (as defined below) upon twenty (20) days' advance written notice to the CompanyReason. The Company shall pay Employee the compensation to which he is entitled pursuant to Section 2(a) through the end of the notice period plus the Severance Benefits (as defined in Section 3(f) below) and thereafter all obligations of the Company hereunder shall terminate. “Good Reason shall exist if Reason” means (i) there is an assignment to any action taken by the Employee of any duties materially inconsistent with or which constitute Company that results in a material change significant diminution in the Employee's position, duties, ’s responsibilities, authority or status with the Companystatus, or a material change other than an isolated and inadvertent action that is not taken in the Employee's reporting responsibilities, title, or offices; or removal of the Employee from any of such positions, except in connection with the termination of the Period of Employment for Cause, or due to disability, early or normal retirement as defined bad faith and is remedied by the Company's pension plan, death, or termination Company within 30 days after receipt of the Period of Employment by the Employee other than for Good Reason (provided that removal and/or failure to re-elect Employee to the Board in accordance with Section 1(c) shall not be deemed Good Reason for purposes of this Section 3(d))written notice thereof from Employee; (ii) there is a reduction any change by the Company in the Employee's annual salary then in effect other than a reduction similar in percentage to a reduction generally applicable to similarly situated employees of the Companyoffice location except as specified in Section 1.3 above; or (iii) any material failure by the Company acts to comply with any provision of Section 2 of this Agreement, other than: (1) a decrease in any way compensation paid that would adversely affect resulted from a determination by both the President/CEO and the Chairman that the Company’s financial condition is such that the reduction in compensation is essential to preserve the Company and that such percentage reduction is applied all Corporate Officers; or (2) an isolated and inadvertent failure that is not taken in bad faith and is remedied by the Company within 30 days after receipt of written notice thereof from the Employee's participation . Termination of employment by Employee for Good Reason shall be communicated by giving the Company written notice of the termination, setting forth in or materially reduce reasonable detail the Employee's benefit under any benefit plan specific conduct of the Company in that constitutes Good Reason and the specific provision(s) of this Agreement on which the Employee is participating or deprive the Employee relies. A termination of any material fringe benefit enjoyed employment by the Employee except those changes generally affecting similarly situated employees for Good Reason shall be effective on the tenth business day following the date when the notice is given or, if the Company is permitted to remedy its action or failure, its failure to cure within the requisite time period, whichever occurs last. In the event of Employee’s termination for Good Reason pursuant to this subsection, the Company shall pay Employee a severance payment equal to twelve months of Employee’s base salary then in effect on the date of termination payable in twelve equal monthly payments commencing on the effective date of the Companytermination unless (i) the automatic extension of the Employment Period under section 3.1 of this Agreement has not occurred and the employee is in the final year of the Employment Period, then the Company shall pay six months of Employee’s base salary then in effect on the date of termination payable in six equal monthly payments commencing on the effective date of the termination or (ii) the automatic extension of the Employment Period under section 3.1 of this Agreement has not occurred and the employee is beyond the final year of the Employment Period then the Company shall pay Employee his base salary then in effect through the effective date of termination.

By Employee for Good Reason. Employee may terminate, without liability, the Period of Employment for Good Reason (as defined below) upon twenty (20) days' advance written notice to the Company. The Company shall pay Employee the compensation to which he is entitled pursuant to Section 2(a) through the end of the notice period plus the Severance Benefits (as defined in Section 3(f) below) and thereafter all obligations of the Company hereunder shall terminate. Good Reason shall exist if (i) there is an assignment to the Employee of any duties materially inconsistent with or which constitute a material change in the Employee's position, duties, responsibilities, or status with the Company, or a material change in the Employee's reporting responsibilities, title, or offices; or removal of the Employee from any of such positions, except in connection with the termination of the Period of Employment for Cause, or due to disability, early or normal retirement as defined by the Company's pension plan, death, or termination of the Period of Employment by the Employee other than for Good Reason (provided that removal and/or failure to re-elect Employee to the Board in accordance with Section 1(c) shall not be deemed Good Reason for purposes of this Section 3(d3 (d)); (ii) there is a reduction by the Company in the Employee's annual salary then in effect other than a reduction similar in percentage to a reduction generally applicable to similarly situated employees of the Company; or (iii) the Company acts in any way that would adversely affect the Employee's participation in or materially reduce the Employee's benefit under any benefit plan of the Company in which the Employee is participating or deprive the Employee of any material fringe benefit enjoyed by the Employee except those changes generally affecting similarly situated employees of the Company.

By Employee for Good Reason. Employee may terminate, without liability, the Period of Employment for Good Reason (as defined below) upon twenty ten (2010) days' advance written notice to the Company. The Company shall pay In the event of a termination by Employee of the compensation to which he is entitled Period of Employment for Good Reason pursuant to Section 2(a) through the end of the notice period plus this Subsection (d), Employee shall be entitled to the Severance Benefits (as defined in Section 3(f4(f) below) and thereafter all upon the terms provided in said Section 4(f), and, except as provided in Section 6 below, Company shall have no further obligations to Employee with respect to his employment relationship with Company following payment of the Company hereunder shall terminateSeverance Benefits. "Good Reason Reason" shall exist if in the event of (i) there is an assignment to the Employee of any duties materially inconsistent with or which constitute a material change in Employee's position with Company which materially reduces Employee's level of responsibility or the nature of Employee's functions as set forth herein, (ii) a greater than ten percent (10%) reduction of Employee's level of compensation (including base salary, fringe benefits and participation in non-discretionary bonus programs under which awards are payable pursuant to objective financial or performance standards) or (c) a relocation of Employee's principal place of employment by more than thirty-five (35) miles, provided such that change, reduction or relocation is effected without Employee's written consent. During the ten (10) day notice period, Company shall have the right, but not the obligation, to take corrective action to reinstate Employee to such former position, responsibility, compensation level or location and terminate the right of Employee to terminate the Period of Employment pursuant to this Subsection (d) as a result of such prior change to Employee's position, dutiesresponsibility, responsibilitiescompensation level or location. Employee acknowledges that Company may be combined with or merged into Parent or any Affiliated Company and such merger or combination, or status with the Company, or a material change including any changes in the Employee's reporting responsibilitiesentity to whom Employee reports thereafter, title, or offices; or removal of the Employee from any of such positions, except in connection with the termination of the Period of Employment for Cause, or due to disability, early or normal retirement as defined by the Company's pension plan, death, or termination of the Period of Employment by the Employee other than for Good Reason (provided that removal and/or failure to re-elect Employee to the Board in accordance with Section 1(c) shall will not be deemed by itself to constitute Good Reason for purposes of this Section 3(dSubsection (d)); (ii) there is a reduction by the Company in the Employee's annual salary then in effect other than a reduction similar in percentage to a reduction generally applicable to similarly situated employees of the Company; or (iii) the Company acts in any way that would adversely affect the Employee's participation in or materially reduce the Employee's benefit under any benefit plan of the Company in which the Employee is participating or deprive the Employee of any material fringe benefit enjoyed by the Employee except those changes generally affecting similarly situated employees of the Company.. F-5-3

By Employee for Good Reason. Employee may terminate, without liability, the Period of Employment for Good Reason (as defined below) upon twenty ten (2010) days' advance written notice to the Company. The Company shall pay In the event of a termination by Employee of the compensation to which he is entitled Period of Employment for Good Reason pursuant to Section 2(a) through the end of the notice period plus this Subsection (d), Employee shall be entitled to the Severance Benefits (as defined in Section 3(f4(f) below) and thereafter all upon the terms provided in said Section 4(f), and, except as provided in Section 6 below, Company shall have no further obligations to Employee with respect to his employment relationship with Company following payment of the Company hereunder shall terminateSeverance Benefits. "Good Reason Reason" shall exist if in the event of (i) there is an assignment to the Employee of any duties materially inconsistent with or which constitute a material change in Employee's position with Company which materially reduces Employee's level of responsibility or the nature of Employee's functions as set forth herein, (ii) a greater than ten percent (10%) reduction of Employee's level of compensation (including base salary, fringe benefits and participation in non-discretionary bonus programs under which awards are payable pursuant to objective financial or performance standards) or (c) a relocation of Employee's principal place of employment by more than thirty-five (35) miles, provided such that change, reduction or relocation is effected without Employee's written consent. During the ten (10) day notice period, Company shall have the right, but not the obligation, to take corrective action to reinstate Employee to such former position, responsibility, compensation level or location and terminate the right of Employee to terminate the Period of Employment pursuant to this Subsection (d) as a result of such prior change to Employee's position, dutiesresponsibility, responsibilitiescompensation level or location. Employee acknowledges that Company may be combined with or merged into Parent or any Affiliated Company and such merger or combination, or status with the Company, or a material change including any changes in the Employee's reporting responsibilitiesentity to whom Employee reports thereafter, title, or offices; or removal of the Employee from any of such positions, except in connection with the termination of the Period of Employment for Cause, or due to disability, early or normal retirement as defined by the Company's pension plan, death, or termination of the Period of Employment by the Employee other than for Good Reason (provided that removal and/or failure to re-elect Employee to the Board in accordance with Section 1(c) shall will not be deemed by itself to constitute Good Reason for purposes of this Section 3(dSubsection (d)); . (iie) there is At Will. At any time, Company may terminate, without liability, the Period of Employment for any reason, with or without cause, by giving thirty (30) days' advance written notice to Employee. In the event of a reduction termination by the Company in the Employee's annual salary then in effect other than a reduction similar in percentage to a reduction generally applicable to similarly situated employees of the Company; or Period of Employment pursuant to this Subsection (iiie), Employee shall be entitled to receive from Company the Severance Benefits upon the terms provided in Section 4(f) the below, and, subject to Section 6 below, Company acts in any way that would adversely affect the Employee's participation in or materially reduce the Employee's benefit under any benefit plan shall have no further obligations to Employee with respect to his employment relationship with Company following payment of the Company in which the Severance Benefits. Employee is participating or deprive the Employee of any material fringe benefit enjoyed by the Employee except those changes generally affecting similarly situated employees of the Company.hereby F-2-3

By Employee for Good Reason. Employee may terminate, without liability, the Period of Employment for Good Reason (as defined below) upon twenty ten (2010) days' advance written notice to the Company. The Company shall pay In the event of a termination by Employee of the compensation to which he is entitled Period of Employment for Good Reason pursuant to Section 2(a) through the end of the notice period plus this Subsection (d), Employee shall be entitled to the Severance Benefits (as defined in Section 3(f4(f) below) and thereafter all upon the terms provided in said Section 4(f), and, except as provided in Section 6 below, Company shall have no further obligations to Employee with respect to his employment relationship with Company following payment of the Company hereunder shall terminateSeverance Benefits. "Good Reason Reason" shall exist if in the event of (i) there is an assignment to the Employee of any duties materially inconsistent with or which constitute a material change in Employee's position with Company which materially reduces Employee's level of responsibility or the nature of Employee's functions as set forth herein, (ii) a greater than ten percent (10%) reduction of Employee's level of compensation (including base salary, fringe benefits and participation in non-discretionary bonus programs under which awards are payable pursuant to objective financial or performance standards) or (c) a relocation of Employee's principal place of employment by more than thirty-five (35) miles, provided such that change, reduction or relocation is effected without Employee's written consent. During the ten (10) day notice period, Company shall have the right, but not the obligation, to take corrective action to reinstate Employee to such former position, responsibility, compensation level or location and terminate the right of Employee to terminate the Period of Employment pursuant to this Subsection (d) as a result of such prior change to Employee's position, dutiesresponsibility, responsibilitiescompensation level or location. Employee acknowledges that Company may be combined with or merged into Parent or any Affiliated Company and such merger or combination, or status with the Company, or a material change including any changes in the Employee's reporting responsibilitiesentity to whom Employee reports thereafter, title, or offices; or removal of the Employee from any of such positions, except in connection with the termination of the Period of Employment for Cause, or due to disability, early or normal retirement as defined by the Company's pension plan, death, or termination of the Period of Employment by the Employee other than for Good Reason (provided that removal and/or failure to re-elect Employee to the Board in accordance with Section 1(c) shall will not be deemed by itself to constitute Good Reason for purposes of this Section 3(dSubsection (d)); (ii) there is a reduction by the Company in the Employee's annual salary then in effect other than a reduction similar in percentage to a reduction generally applicable to similarly situated employees of the Company; or (iii) the Company acts in any way that would adversely affect the Employee's participation in or materially reduce the Employee's benefit under any benefit plan of the Company in which the Employee is participating or deprive the Employee of any material fringe benefit enjoyed by the Employee except those changes generally affecting similarly situated employees of the Company.. F-4-3