Common use of By Employee for Good Reason Clause in Contracts

By Employee for Good Reason. The Employee shall have the right to terminate his employment for Good Reason, after providing prior written notice to the Company of the existence of the condition giving rise to the notice, as prescribed in this Section 7(f). “Good Reason” for termination of employment by the Employee shall mean, the occurrence of any of the following events without the expressed written consent of the Employee: (a) a failure by the Company to comply with any of the material provisions of this Agreement; (b) assignment to the Employee of any duties inconsistent in any material respect with the Employee’s position (including titles and reporting relationships), authority, duties or responsibilities as set forth in Paragraph 1 of this Agreement, or any other action by the Company that results in a significant diminution in such position, authority, duties or responsibilities; (c) a material diminution in the Employee’s budgetary authority (it being understood that a mere reduction in the amount of the budget shall not constitute Good Reason); (d) an adverse change in the Employee’s base compensation or (e) an adverse change in the Employee’s Target Bonus Percentages set forth in Section 4(a) hereof (it being understood that the failure to achieve annual performance goals or a change in the annual performance goals shall not constitute Good Reason). The parties agree that (x) the Company seeking to relocate Employee from the Employee’s primary residence as of immediately prior to the Effective Date and (y) the Employee being required to travel to a significantly greater extent that he was required to travel immediately prior to the Effective Date shall in either case also constitute “Good Reason” and a termination by the Company based upon a refusal to so relocate or travel shall not be considered “Cause.” Prior to the Employee’s right to terminate his employment for Good Reason, the Employee must give prior written notice of intention to terminate employment for Good Reason to the Chair of the Board of the Company, making express reference to this Section 7(f), stating with specificity the act(s) or failure(s) to act that constitute the Good Reason, and if applicable, the material provisions of this Agreement with which the Company has failed to comply, followed by a failure of the Company to correct such failure within fifteen (15) days after written notice by the Employee is sent by certified mail.

By Employee for Good Reason. The Employee shall have the right to terminate his employment for Good Reason, after providing prior written notice to the Company of the existence of the condition giving rise to the notice, as prescribed in this Section 7(f). “Good Reason” for termination of employment by the Employee shall mean, the occurrence of any of the following events without the expressed written consent of the Employee: (a) a failure by the Company to comply with any of the material provisions of this Agreement; (b) assignment to the Employee of any duties inconsistent in any material respect with the Employee’s position (including titles and reporting relationships), authority, duties or responsibilities as set forth in Paragraph 1 of this Agreement, or any other action by the Company that results in a significant diminution in such position, authority, duties or responsibilities; (c) a material diminution in the Employee’s budgetary authority (it being understood that a mere reduction in the amount of the budget shall not constitute Good Reason); (d) an adverse change in the Employee’s base compensation or (e) an adverse change in the Employee’s Target Bonus Percentages set forth in Section 4(a) hereof (it being understood that the failure to achieve annual performance goals or a change in the annual performance goals shall not constitute Good Reason). The parties agree that (x) the Company seeking to relocate Employee from the Employee’s primary residence workplace as of immediately prior to the Effective Date and (y) the Employee being required to travel to a significantly greater extent that he was required to travel immediately prior to the Effective Date shall in either case also constitute “Good Reason” and a termination by the Company based upon a refusal to so relocate or travel shall not be considered “Cause.” Prior to the Employee’s right to terminate his employment for Good Reason, the Employee must give prior written notice of intention to terminate employment for Good Reason to the Chair of the Board of the Company, making express reference to this Section 7(f), stating with specificity the act(s) or failure(s) to act that constitute the Good Reason, and if applicable, the material provisions of this Agreement with which the Company has failed to comply, followed by a failure of the Company to correct such failure within fifteen (15) days after written notice by the Employee is sent by certified mail.

By Employee for Good Reason. The Employee Executive may, by notice to Employer, at any time during the Employment Period, terminate the Employment Period under this Agreement for “Good Reason.” For the purposes hereof, Executive shall have the right to terminate his employment for Good Reason, after providing prior written notice to the Company of the existence of the condition giving rise to the notice, as prescribed in this Section 7(f). “Good Reason” for termination of to terminate employment by the Employee shall mean, the occurrence with Employer on account of any of the following events without the expressed written consent of the EmployeeExecutive’s consent: (ai) any reduction in the Base Salary; (ii) the failure of Employer to provide employee benefits consistent with Section 4.3, herein; (iii) any requirement by Employer that Executive report to anyone other than the Board; (iv) a failure by the Company to comply with any of the material provisions of this Agreement; (b) assignment to the Employee of any duties inconsistent change in any material respect with the EmployeeExecutive’s position (including titles and reporting relationships), authority, duties or responsibilities position, or (v) a “Change of Control” (as defined below); provided however, that the circumstances set forth in Paragraph 1 of this Agreement, or any other action by the Company that results in a significant diminution in such position, authority, duties or responsibilities; (c) a material diminution in the Employee’s budgetary authority (it being understood that a mere reduction in the amount of the budget Section 5.4 shall not constitute Good Reason); Reason if within 30 days of notice by Executive, Employer cures such circumstances. Notwithstanding anything to the contrary contained in this Section 5.4, if a “Change of Control” occurs during the Employment Period, Executive may terminate for Good Reason only if Executive’s employment is not otherwise subject to a notice of termination under any other provision of this Section 5. The effective date of such termination shall be the date that is thirty (d30) an adverse change days following the date on which such notice is given. For purposes of this Section 5.4, a “Change in the Employee’s base compensation or Control” shall be deemed to have taken place if any “Person” (e) an adverse change in the Employee’s Target Bonus Percentages set forth as such term is defined in Section 4(a3(a)(9) hereof of the Securities Exchange Act of 1934 (it being understood the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes a “beneficial owner” (as defined in Rule 13-3 under the Exchange Act), directly or indirectly, of securities of the Employer representing 50% or more of the combined voting power of Employer’s then outstanding securities eligible to vote for the election of the Board (the “Voting Securities”);’ provided, however, that the failure to achieve annual performance goals or a change event described in the annual performance goals shall not constitute Good Reason). The parties agree that this paragraph (xb) the Company seeking to relocate Employee from the Employee’s primary residence as of immediately prior to the Effective Date and (y) the Employee being required to travel to a significantly greater extent that he was required to travel immediately prior to the Effective Date shall in either case also constitute “Good Reason” and a termination by the Company based upon a refusal to so relocate or travel shall not be considered “Cause.” Prior deemed to the Employee’s right to terminate his employment for Good Reason, the Employee must give prior written notice be a Change in Control by virtue of intention to terminate employment for Good Reason to the Chair any of the Board following acquisitions: (i) any Employer or any subsidiary of Employer in which Employer owns more than 50% of the Company, making express reference to this Section 7(fcombined voting power of such entity (a “Subsidiary”), stating with specificity the act(s(ii) by any employee benefit plan (or failure(srelated trust) sponsored or maintained by Employer or any Subsidiary, (iii) by any underwriter temporarily holding Employer’s Voting Securities pursuant to act that constitute the Good Reasonan offering of such Voting Securities, and if applicable, the material provisions or (vi) pursuant to any acquisition by Executive or any group or persons including Executive (or any entity controlled by Executive or any group of this Agreement with which the Company has failed to comply, followed by a failure of the Company to correct such failure within fifteen (15) days after written notice by the Employee is sent by certified mailpersons including Executive).

By Employee for Good Reason. The Employee Executive may, by notice to Employer, at any time during the Employment Period, terminate the Employment Period under this Agreement for "Good Reason." For the purposes hereof, Executive shall have the right "Good Reason" to terminate his employment for Good Reason, after providing prior written notice to the Company of the existence of the condition giving rise to the notice, as prescribed in this Section 7(f). “Good Reason” for termination of employment by the Employee shall mean, the occurrence with Employer on account of any of the following events without the expressed written consent of the EmployeeExecutive’s consent: (ai) any reduction in the Base Salary; (ii) the failure of Employer to provide employee benefits consistent with Section 4.3, herein; (iii) any requirement by Employer that Executive report to anyone other than the CEO and the Board; (iv) a failure by the Company to comply with any of the material provisions of this Agreement; (b) assignment to the Employee of any duties inconsistent change in any material respect with the Employee’s position (including titles and reporting relationships), authority, Executive's duties or responsibilities position, or (v) a "Change of Control" (as defined below); provided however, that the circumstances set forth in Paragraph 1 of this Agreement, or any other action by the Company that results in a significant diminution in such position, authority, duties or responsibilities; (c) a material diminution in the Employee’s budgetary authority (it being understood that a mere reduction in the amount of the budget Section 5.4 shall not constitute Good Reason); Reason if within 30 days of notice by Executive, Employer cures such circumstances. Notwithstanding anything to the contrary contained in this Section 5.4, if a "Change of Control" occurs during the Employment Period, Executive may terminate for Good Reason only if Executive’s employment is not otherwise subject to a notice of termination under any other provision of this Section 5. The effective date of such termination shall be the date that is thirty (d30) an adverse change days following the date on which such notice is given. For purposes of this Section 5.4, a "Change in the Employee’s base compensation or Control" shall be deemed to have taken place if any "Person" (e) an adverse change in the Employee’s Target Bonus Percentages set forth as such term is defined in Section 4(a3(a)(9) hereof of the Securities Exchange Act of 1934 (it being understood the "Exchange Act") and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes a "beneficial owner" (as defined in Rule 13-3 under the Exchange Act), directly or indirectly, of securities of the Employer representing 50% or more of the combined voting power of Employer’s then outstanding securities eligible to vote for the election of the Board (the "Voting Securities");’ provided, however, that the failure to achieve annual performance goals or a change event described in the annual performance goals shall not constitute Good Reason). The parties agree that this paragraph (xb) the Company seeking to relocate Employee from the Employee’s primary residence as of immediately prior to the Effective Date and (y) the Employee being required to travel to a significantly greater extent that he was required to travel immediately prior to the Effective Date shall in either case also constitute “Good Reason” and a termination by the Company based upon a refusal to so relocate or travel shall not be considered “Cause.” Prior deemed to the Employee’s right to terminate his employment for Good Reason, the Employee must give prior written notice be a Change in Control by virtue of intention to terminate employment for Good Reason to the Chair any of the Board following acquisitions: (i) any Employer or any subsidiary of Employer in which Employer owns more than 50% of the Company, making express reference to this Section 7(fcombined voting power of such entity (a "Subsidiary"), stating with specificity the act(s(ii) by any employee benefit plan (or failure(srelated trust) sponsored or maintained by Employer or any Subsidiary, (iii) by any underwriter temporarily holding Employer’s Voting Securities pursuant to act that constitute the Good Reasonan offering of such Voting Securities, and if applicable, the material provisions or (vi) pursuant to any acquisition by Executive or any group or persons including Executive (or any entity controlled by Executive or any group of this Agreement with which the Company has failed to comply, followed by a failure of the Company to correct such failure within fifteen (15) days after written notice by the Employee is sent by certified mailpersons including Executive).

By Employee for Good Reason. The Employee shall have the right to terminate his employment for Good Reason, after providing prior written notice to the Company of the existence of the condition giving rise to the notice, as prescribed in this Section 7(f). “Good Reason” for termination of employment by the Employee shall mean, the occurrence of any of the following events without the expressed written consent of the Employee: (a) a failure by the Company to comply with any of the material provisions of this Agreement; (b) assignment to the Employee of any duties inconsistent in any material respect with the Employee’s position (including titles and reporting relationships), authority, duties or responsibilities as set forth in Paragraph 1 of this Agreement, or any other action by the Company that results in a significant diminution in such position, authority, duties or responsibilities; (c) a material diminution in the Employee’s budgetary authority (it being understood that a mere reduction in the amount of the budget shall not constitute Good Reason); (d) an adverse change in the Employee’s base compensation or (e) an adverse change in the Employee’s Target Bonus Percentages set forth in Section 4(a) hereof (it being understood that the failure to achieve annual performance goals or a change in the annual performance goals shall not constitute Good Reason). The parties agree that (x) the Company seeking to relocate Employee from the Employee’s primary residence workplace as of immediately prior to the Effective Date and (y) the Employee being required to travel to a significantly greater extent that he was required to travel immediately prior to the Effective Date shall in either case also constitute “Good Reason” and a termination by the Company based upon a refusal to so relocate or travel shall not be considered “Cause.” Prior to the Employee’s right to terminate his employment for Good Reason, the Employee must give prior written notice of intention to terminate employment for Good Reason to the Executive Chair of the Board of the Company, making express reference to this Section 7(f), stating with specificity the act(s) or failure(s) to act that constitute the Good Reason, and if applicable, the material provisions of this Agreement with which the Company has failed to comply, followed by a failure of the Company to correct such failure within fifteen (15) days after written notice by the Employee is sent by certified mail.

By Employee for Good Reason. The Employee shall have the right to At any time and without any prior notice, Executive may terminate his employment for Good Reason, after providing prior written notice to the Company of the existence of the condition giving rise to the notice, as prescribed in this Section 7(f). “Good Reason” for termination of employment by the Employee shall mean, the occurrence of any of the following events without the expressed written consent of the Employee: (a) a failure by the Company to comply with any of the material provisions of this Agreement; (b) assignment to the Employee of any duties inconsistent in any material respect with the Employee’s position (including titles and reporting relationships), authority, duties or responsibilities as set forth in Paragraph 1 of this Agreement, or any other action by the Company that results in a significant diminution in such position, authority, duties or responsibilities; (c) a material diminution in the Employee’s budgetary authority (it being understood that a mere reduction in the amount of the budget shall not constitute Good Reason); (d) an adverse change in the Employee’s base compensation or (e) an adverse change in the Employee’s Target Bonus Percentages set forth in Section 4(a) hereof (it being understood that the failure to achieve annual performance goals or a change in the annual performance goals shall not constitute Good Reason). The parties agree that (x) the Company seeking to relocate Employee from the Employee’s primary residence as of immediately prior to the Effective Date and (y) the Employee being required to travel to a significantly greater extent that he was required to travel immediately prior to the Effective Date shall in either case also constitute “Good Reason” and a termination by the Company based upon a refusal to so relocate or travel shall not be considered “Cause.” Prior to the Employee’s right to terminate If Executive terminates his employment for Good Reason, Employer shall pay Executive all compensation due and owing through the Employee must give prior written notice last day actually worked, including but not limited to payment for any accrued but unused vacation time, vested benefits under any employee benefit plan and unreimbursed expenses due to Executive. In addition, Employer shall (i) pay employee an amount, in equal installments for a period of intention one (1) year after termination of the Period of Employment and pursuant to terminate Employer's standard payroll policies and practices, equal to one and one-half (1 1/2) times Executive's annual base salary at the time of the termination of his employment plus one and one-half (1 1/2) times his target annual bonus in effect at the time of the termination, (ii) pay Executive's COBRA premiums, if COBRA is properly elected, for Good Reason a period of one (1) year after termination of the Period of Employment, and (iii) the restricted stock subject to the Chair Award Agreement and the stock options subject to the Option Agreement, to the extent not previously exercised, shall automatically and immediately vest with respect to the greater of (x) the number of shares, if any, that would have vested if Executive continued service to Employer for a period of one (1) year after termination of the Board Period of Employment, or (y) two thirds (2/3) of the Companyaggregate number of shares subject to each such award. Thereafter, making express reference to all of Employer's obligations under this Section 7(f)Agreement shall cease. For purposes of this Agreement, stating with specificity the act(s) or failure(s) to act that constitute the term "Good Reason, and if applicable, the material provisions of this Agreement with which the Company has failed to comply, followed by a failure " shall mean any of the Company following events or circumstances: (i) a change in Executive's status, title, position or responsibilities (including reporting responsibilities) that represents a material adverse change from the Executive's status, title, position or responsibilities as in effect within the ninety (90) days preceding such change; (ii) the assignment to correct Executive of any duties or responsibilities that are materially inconsistent with Executive's status, title, position or responsibilities as in effect immediately prior to such assignment; (iii) any removal of Executive from or failure to reappoint or reelect Executive to the office or position (or to a substantially similar office or position) in which Executive has been engaged to serve under this Agreement, except in connection with the termination of Executive's employment as a result of his death, or for Disability or Cause; (iv) a reduction in Executive's annual base salary as set forth herein or failure to pay Executive any compensation or benefits to which he is entitled within fifteen ten (1510) days after receipt of written notice from Executive; (v) Employer's requiring Executive to be based at any location outside a fifty (50)-mile radius from Executive's primary place of employment, except for reasonably required travel on Employer's business which is not materially greater than such travel requirements required of Executive to adequately and appropriately perform his duties pursuant to this Agreement; (vi) the failure by the Employee Employer to continue in effect (without reduction in benefit level and/or reward opportunities) any material compensation or employee benefit plan in which Executive is sent by certified mail.entitled to