Common use of Good Reason Clause in Contracts

Good Reason. The Executive may terminate the Executive's employment for Good Reason at any time during the term of this Agreement. For purposes of this Agreement "Good Reason" shall mean any of the following (without the Executive's express written consent):

Good Reason. The Executive may terminate his employment under this Agreement for “Good Reason” (as defined below in Section 4.5.2) by delivery of written notice to the Executive's employment for Company specifying the Good Reason at any time during relied upon by the term Executive for such termination in accordance with the requirements of this Agreement. For purposes of this Agreement "Good Reason" shall mean any of the following (without the Executive's express written consent):such section.

Good Reason. The Executive may terminate the Executive's ’s employment for Good Reason at any time during the term of this Agreement. For purposes of this Agreement "“Good Reason" ” shall mean any of the following (without the Executive's ’s express written consent):

Good Reason. The Executive may shall be entitled to terminate the Executive's his employment for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement Agreement, "Good Reason" shall mean any of the following (mean, without the Executive's express written consent):, any of the following:

Good Reason. The Executive may terminate Executive’s employment with the Executive's employment Company for “Good Reason at any time during the term Reason,” and such termination will not be a breach of this AgreementAgreement by Executive. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean any the occurrence without the written consent of Executive, of one of the following (without the Executive's express written consent):events set forth below:

Good Reason. The Executive may terminate the Executive's employment for Good Reason at any time during the term of this Agreement. For purposes of this Agreement Agreement, "Good Reason" shall mean any of the following (without the Executive's express written consent):following:

Good Reason. The Executive may terminate the Executive's ’s employment without Good Reason or for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement "Agreement, the term “Good Reason" ” shall mean without the express written consent of Executive, the occurrence of any of the following (without the Executive's express written consent):following:

Good Reason. The After the Effective Date, the Executive may terminate the Executive's employment for Good Reason at any time during the term of this Agreementfor Good Reason. For purposes of this Agreement Agreement, "Good Reason" shall mean means the occurrence of any of the following (following, without the Executive's express written consent):consent of the Executive, after the Effective Date:

Good Reason. The Executive may terminate his employment with the Executive's employment Company for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean mean, in connection with the Executive’s termination of employment, the occurrence of any of the following (events without the Executive's express written his consent)::

Good Reason. The Executive may terminate the Executive's employment may be terminated by Executive for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement "Good Reason" shall mean any of exist upon the following (occurrence, without the Executive's express written consent):, of any of the following events:

Good Reason. The Executive may terminate the Executive's his employment for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement Agreement, "Good Reason" shall mean mean, in the absence of the consent of the Executive, a reasonable determination by the Executive that any of the following (without the Executive's express written consent):has occurred:

Good Reason. The Executive may terminate his employment under this Agreement by giving written notice to the Executive's employment Employer upon the occurrence of any one or more of the following events (which, for Good Reason at any time during the term purposes of this Agreement. For purposes of this Agreement ", shall constitute “Good Reason" shall mean any of the following (without the Executive's express written consent”):

Good Reason. The Executive’s employment may be terminated by the Executive may terminate the Executive's employment for either with or without Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean the Executive’s voluntary resignation after any of the following (actions are taken by the Company without the Executive's express written ’s consent)::

Good Reason. The Executive may terminate the Executive's ’s employment for Good Reason at any time during the term of this Agreement. For purposes of and declare this Agreement "to have been terminated for “Good Reason" shall mean ” upon the occurrence, without Executive’s consent, of any of the following (without the Executive's express written consent):circumstances:

Good Reason. The Executive may terminate the Executive's ’s employment during the Employment Period for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean the occurrence of any of the following (events without the Executive's express ’s written consent)::

Good Reason. The Executive may terminate the Executive's ’s employment for Good Reason at any time during the term of this Agreement. For purposes of this Agreement "“Good Reason" ” shall mean any of the following (without the Executive's ’s express written consent)::

Good Reason. The Executive’s employment may be terminated by Executive may terminate the Executive's employment for either with or without Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean Executive’s voluntary resignation after any of the following (actions are taken by CapStar or its Affiliates without the Executive's express ’s written consent)::

Good Reason. The Executive may shall be entitled to terminate the Executive's his employment for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement Agreement, "Good Reason" shall mean any of the following (occurrence, without the Executive's express written consent):, of any of the following circumstances unless such circumstances are fully corrected prior to the Date of Termination (as defined in Section 5.2 above), specified in the Notice of Termination:

Good Reason. The Executive may terminate the Executive's ’s employment for Good Reason at any time after a Change in Control during the term of this AgreementTerm. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean any of the following (without the Executive's express written consent):following:

Good Reason. The Executive may terminate the Executive's employment for Good Reason at any time after a Change in Control during the term of this AgreementTerm. For purposes of this Agreement Agreement, "Good Reason" shall mean any of the following (without the Executive's express written consent):following:

Good Reason. The Executive may terminate the Executive's employment for Good Reason at any time during the term of this Agreementsix-month period following a Change in Control. For purposes of this Agreement "Good Reason" shall mean any of the following (without the Executive's express written consent):

Good Reason. The Executive’s employment may be terminated by Executive may terminate the Executive's employment for either with or without Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean Executive’s voluntary resignation after any of the following (actions are taken by the Company or any of its Affiliates without the Executive's express ’s written consent)::

Good Reason. (i) The Executive may terminate the Executive's ’s employment for Good Reason at any time during the term of this Agreementfor Good Reason. For purposes of this Agreement "Good Reason" shall mean any of the following (without the Executive's express written consent):Agreement, “

Good Reason. The Executive may terminate his employment by the Executive's employment Corporation for Good Reason at any time following a Change in Control during the term of this Agreement. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean any of the following (without the Executive's express written consent):following:

Good Reason. The Executive may shall be entitled to terminate the Executive's his employment for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean mean, without Executive’s express written consent, any of the following (without the Executive's express written consent):following:

Good Reason. The Executive may terminate the Executive's employment for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean the occurrence of any of the following (following, without the Executive's express written consent):consent of Executive, after the Effective Date:

Good Reason. The Executive may terminate the Executive's his employment for Good Reason at any time during the term of this Agreement. For purposes of this Agreement "“Good Reason" shall mean any ” by providing the Company with a written Notice of the Termination. The following (events, without the written consent of Executive's express written consent):, shall constitute “Good Reason”:

Good Reason. The Executive may terminate the Executive's ’s employment for Good Reason at any time during the term of this Agreement. For purposes of this Agreement "“Good Reason" ” shall mean the occurrence of any one or more of the following (without the Executive's ’s express written consent)::

Good Reason. The Executive may terminate the Executive's employment for Good Reason at any time during the term of this Agreement. For purposes of this Agreement "Good Reason" shall mean any of the following (without the Executive's express written consent):Agreement

Good Reason. The Executive may shall be entitled to terminate the Executive's employment for Good Reason at any time in the event a Good Reason occurs during the term of this AgreementProtection Period. For purposes of this Agreement Agreement, "Good Reason" shall mean exist in the event of the occurrence of any of the following (without the Executive's express prior written consent)::

Good Reason. The Executive may terminate the Executive's ’s employment under this Agreement for Good Reason at any time during the term of this Agreement(as defined below). For purposes of this Agreement "Agreement, “Good Reason" ” shall mean the occurrence of any of the following (events without the Executive's ’s express written consent)::

Good Reason. The Executive may terminate the Executive's ’s employment at any time, for Good Reason at any time during (as defined below) or without Good Reason, in accordance with the term terms of this Agreement. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean the occurrence of any one or more of the following (without the Executive's express written consent):events:

Good Reason. The Executive may terminate the Executive's employment for Good Reason at any time during the term of this Agreement. For purposes of this Agreement Agreement, "Good Reason" shall mean any of the following (without the Executive's express written consent):

Good Reason. The Executive may terminate the Executive's employment for Good Reason at any time during after the term Effective Date of this Agreementa Change in Control of the Company. For purposes of this Agreement "Good ReasonGOOD REASON" shall mean the occurrence of any of the following (without unless the Executive's Executive has given his or her express prior written consent)::

Good Reason. The Executive may terminate her employment under this Agreement for “Good Reason” (as defined below in Section 4.5.2) by delivery of written notice to the Executive's employment for Company specifying the Good Reason at any time during relied upon by the term Executive for such termination in accordance with the requirements of this Agreement. For purposes of this Agreement "Good Reason" shall mean any of the following (without the Executive's express written consent):such section.

Good Reason. The Executive may terminate the Executive's ’s employment for Good Reason at any time during after the term Effective Date of this Agreementa Change in Control of the Company. For purposes of this Agreement "“Good Reason" ” shall mean the occurrence of any of the following (without unless the Executive's Executive has given his or her express prior written consent)::

Good Reason. The Executive may terminate the Executive's his employment for Good Reason at any time during the term of this Agreementby giving written notice to Xxxxx. For purposes of this Agreement Agreement, "Good Reason" shall mean mean, in the absence of the consent of the Executive, a reasonable determination by the Executive that any of the following (without the Executive's express written consent):has occurred:

Good Reason. The Executive may terminate the Executive's ’s employment for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement "Agreement, “Good Reason" shall mean ” means the occurrence, without Executive’s written consent, of any of the following events or circumstances set forth in clauses (without the Executive's express written consent):i) through (iv) below:

Good Reason. The Executive may terminate the Executive's ’s employment for Good Reason at any time during the term of this Agreement. For purposes of this Agreement "“Good Reason" ” shall mean any of the following (without the Executive's ’s express written consent):) that occurs either as a result of, or after the occurrence of, any Change in Control:

Good Reason. The Executive may terminate the Executive's his employment under this Agreement for Good Reason at any time during the term of this Agreement(as defined below). For purposes of this Agreement "Agreement, “Good Reason" ” shall mean the occurrence of any of the following (events without the Executive's express written ’s consent)::

Good Reason. The Executive may terminate the Executive's his employment for Good Reason at any time during the term of this Agreement. For purposes of this Agreement "“Good Reason" shall mean any ” anytime after Executive has actual knowledge of the occurrence, without the written consent of Executive, of one of the following (without the Executive's express written consent):events:

Good Reason. The Executive may terminate the Executive's employment may be terminated by the Executive ----------- for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement Agreement, "Good Reason" shall mean any in the absence of a written consent of the following (without Executive, a material breach by the Executive's express written consent):Company of a material term of this Agreement, after the Executive has given the Company notice thereof and a reasonable opportunity to cure.

Good Reason. The Executive may terminate the Executive's his employment for Good Reason at any time during the term of this Agreementby giving written notice to Aceto. For purposes of this Agreement Agreement, "Good Reason" shall mean mean, in the absence of the consent of the Executive, a reasonable determination by the Executive that any of the following (without the Executive's express written consent):has occurred:

Good Reason. The Executive may terminate the Executive's ’s employment without Good Reason or for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement "Agreement, the term “Good Reason" ” shall mean without the express written consent of Executive, the occurrence of any of the following: (i) any action or inaction that constitutes a material breach by the Company of this Agreement and such action or inaction continues uncured after thirty (30) days following (without written notice from the Executive's express written consent):;

Good Reason. The Executive may shall be entitled to terminate the Executive's employment for Good Reason at any time during the term of this AgreementAgreement following a Change in Control. For purposes of this Agreement Agreement, "Good Reason" shall mean exist in the event of the occurrence of any of the following (without the Executive's express prior written consent)::

Good Reason. The Executive may terminate the Executive's ’s employment during the Employment Agreement Period for Good Reason at any time during the term of in accordance with this AgreementSection 3(c) and Section 3(f)(i). For purposes of this Agreement "Agreement, “Good Reason" ” shall mean any of the following (mean, without the Executive's ’s express written consent)::

Good Reason. The Executive may terminate the Executive's his employment for hereunder, with or without Good Reason at any time during the term Reason, through a Notice of this AgreementTermination. For purposes of this Agreement "Agreement, and in the absence of written consent of the Executive, “Good Reason" ” shall mean any of the following (without the Executive's express written consent):mean, and shall be limited to:

Good Reason. The Executive may terminate the Executive's employment may be terminated by the Executive for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement Agreement, "Good Reason" shall mean any of the following (in each case, without the Executive's express prior written consent)::

Good Reason. The Executive may terminate the Executive's employment for Good Reason at any time during the term of this Agreement. For purposes of this Agreement Agreement, the executive shall have "Good Reason" shall mean any of to terminate the following (Employment hereunder if, without the Executive's express written consent):, and of the following events occurs:

Good Reason. The Executive may terminate the Executive's employment for Good Reason at any time during the term of this Agreement. For purposes of this Agreement "“Good Reason" ” shall mean any of the following (without the Executive's express written consent):

Good Reason. The Executive may terminate the Executive's his employment for Good Reason at any time during the term of this AgreementReason. ----------- For purposes of this Agreement Agreement, "Good Reason" shall mean means the occurrence of any of the following (following, without the Executive's express written consent):consent of Executive, except that subclauses (iv) and (v) below shall only apply after the occurrence of a Change of Control:

Good Reason. The Executive may terminate the Executive's his employment under this Agreement for Good Reason at after the occurrence of any time during of the term of this AgreementGood Reason events set forth in the following sentence. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean the occurrence, without Executive’s prior written consent, of any of the following (without the events, other than in connection with a termination of Executive's express written consent):’s employment for Cause or due to Disability:

Good Reason. The Executive may terminate his employment by the Executive's employment Company for Good Reason at any time following a Change in Control during the term of this Agreement. For purposes of this Agreement Agreement, "Good Reason" shall mean any of the following (without the Executive's express written consent):following:

Good Reason. The Executive may terminate the Executive's employment for Good Reason ----------- at any time during the term of this Agreementfor Good Reason. For purposes of this Agreement Agreement, "Good Reason" shall mean means the good faith determination by the Executive that any one or more of the following (without the Executive's express written consent):have occurred:

Good Reason. The Executive may terminate the Executive's employment ----------- for Good Reason at any time during the term of this Agreement. For purposes of this Agreement "Good Reason" shall mean any of the following (without the Executive's express written consent):

Good Reason. The Subject to the requirements of Article 3.5 of this Agreement, the Executive may terminate his employment at any time for Good Reason (as defined in this Article 3.3). If the Executive's Executive desires to terminate his employment for Good Reason at any time during Reason, he shall give notice to the term of this AgreementCompany as provided in Article 3.5. For purposes of this Agreement Agreement, "Good Reason" shall mean the Executive's resignation from the Company's employment for any of the following (without the Executive's express written consent):reasons:

Good Reason. The Executive may terminate her employment with the Executive's employment Company for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean mean, in connection with the Executive’s termination of employment, the occurrence of any of the following (events without the Executive's express written her consent)::

Good Reason. The Executive may terminate his employment by the Executive's employment Corporation for Good Reason at any time following a Change in Control during the term of this Agreement. For purposes of this Agreement Agreement, "Good Reason" shall mean any of the following (without the Executive's express written consent):following:

Good Reason. The Executive may terminate Executive’s employment with the Executive's employment Employer for Good Reason at any time during the term Reason, and such termination will not be a breach of this AgreementAgreement by Executive. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean any the occurrence without the written consent of Executive, of one of the following (without the Executive's express written consent):events set forth below:

Good Reason. The Executive may terminate the Executive's her employment for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement Agreement, "Good Reason" shall mean mean, in the absence of the consent of the Executive, a reasonable determination by the Executive that any of the following (without the Executive's express written consent):has occurred:

Good Reason. The Executive may terminate the Executive's his employment for Good Reason at any time during Reason. For the term purpose of this Agreement. For purposes of this Agreement , the Executive shall have "Good Reason" shall mean to terminate his employment with the Company in the event of (i) any reduction in the Executive's compensation (including Annual Base Salary, Bonus Compensation and Benefits, but excluding any termination or amendment of Benefits pursuant to a termination or amendment generally of the following (plan or arrangements relating thereto and excluding discretionary bonuses or similar discretionary payments), without the Executive's express written consent):;

Good Reason. The Executive may shall be entitled to terminate the Executive's his employment for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean mean, without Executive’s express written consent, the occurrence on or after a Change in Control of the Company of any of the following (without the Executive's express written consent):circumstances:

Good Reason. The Executive may terminate the Executive's his employment for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement Agreement, "Good Reason" shall mean mean, in the absence of the consent of Executive, a reasonable determination by Executive that any of the following (without the Executive's express written consent):has occurred:

Good Reason. The Executive’s employment may be terminated by Executive may terminate the Executive's employment for either with or without Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean Executive’s voluntary resignation after any of the following (actions are taken by the Company, the Bank or any of their Affiliates without the Executive's express ’s written consent)::

Good Reason. The Executive may terminate Good Reason" for Executive's termination of his employment under this Agreement means any of the following, without Executive's written consent and other than in circumstances in which Executive's employment is subject to termination for Good Reason at any time during the term of this Agreement. For purposes of this Agreement "Good Reason" shall mean any of the following (without the Executive's express written consent):Cause:

Good Reason. The Executive may shall be entitled to terminate the Executive's his ----------- employment for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement Agreement, "Good Reason" shall mean any of the following (mean, without the Executive's express written consent):, any of the following:

Good Reason. The Executive may shall be entitled to terminate the Executive's ’s employment for Good Reason at any time if a Good Reason event occurs during the term of this AgreementProtection Period. For purposes of this Agreement "only, “Good Reason" ” shall mean exist if any of the following (occur without the Executive's ’s express prior written consent)::

Good Reason. The Executive may terminate the Executive's his employment for Good Reason at any time during by giving written notice to the term of this AgreementCompany. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean a reasonable determination by Executive that, in the absence of the express written consent of Executive, any of the following (without the Executive's express written consent):has occurred:

Good Reason. The Executive may terminate the Executive's employment for Good Reason at any time during after a Change in Control of the term of this AgreementCompany. For purposes of this Agreement "Good ReasonGOOD REASON" shall mean any of the following (without the Executive's express written consent):

Good Reason. The Executive may terminate the Executive's ----------- employment for Good Reason at any time during the term of this Agreementfor Good Reason. For purposes of this Agreement Agreement, "Good Reason" shall mean means the good faith determination by the Executive that any one or more of the following (without the Executive's express written consent):have occurred:

Good Reason. The Executive may at any time terminate the Executive's her employment for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement Agreement, "Good Reason" shall mean any of the following (mean, without the Executive's express written consent)::

Good Reason. The Executive may terminate the Executive's employment for Good Reason at any time during the term of this Agreementfollowing a Change in Control. For purposes of this Agreement Agreement, "Good Reason" shall mean any of the following (without the Executive's express written consent):

Good Reason. The Executive may terminate his employment with the Executive's employment for Good Reason Company at any time during the term of this Agreementtime, whether with or without Good Reason. For purposes of this Agreement Agreement, "Good Reason" shall mean any of the following (without the Executive's express written consent):mean:

Good Reason. The Executive may terminate the Executive's employment for Good Reason at any time during the term of this Agreementfollowing a Change in Control. For purposes of this Agreement Agreement, "Good Reason" shall mean any of the following (without the Executive's express written consent):

Good Reason. The “Good Reason” for the Executive may to terminate the Executive's ’s employment for Good Reason at any time during the term of this Agreement. For purposes of this Agreement "Good Reason" hereunder shall mean the occurrence of any of the following (conditions without the Executive's ’s express written consent):; provided however, that any resignation by the Executive due to any of the following conditions shall only be deemed for Good Reason if: (i) the Executive gives the Company written notice of the intent to terminate for Good Reason within ninety (90) days following the first occurrence of the condition(s) that the Executive believes constitutes Good Reason, which notice shall describe such condition(s); (ii) the

Good Reason. The Executive may terminate the Executive's his employment for Good Reason at any time during the term of this AgreementAgreement either by resignation or by retirement (if eligible) other than a Mandatory Retirement. For purposes of this Agreement "Good Reason" shall mean any of the following (without the Executive's express written consent):following:

Good Reason. (i) The Executive may terminate the Executive's employment for Good Reason at any time during the term of this Agreementfor Good Reason. For purposes of this Agreement Agreement, "Good Reason" shall mean any of the following (without the Executive's express written consent):

Good Reason. The Subject to the requirements of Section 3.5 of this Agreement, the Executive may terminate his employment at any time for Good Reason (as defined in this Section 3.3). If the Executive's Executive desires to terminate his employment for Good Reason at any time during Reason, he shall give notice to the term of this AgreementCompany as provided in Section 3.5. For purposes of this Agreement Section 3.3, "Good Reason" shall mean the Executive's resignation from the Company's employment for any of the following (without the Executive's express written consent):reasons:

Good Reason. The Executive may terminate the Executive's ’s employment for Good Reason at any time during the term Term of this AgreementAgreement for Good Reason. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean any of the following (following, without the Executive's express ’s written consent)::

Good Reason. The Following a Change in Control of the Company and during the term of this Agreement, the Executive may terminate the Executive's employment for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement Agreement, "Good Reason" shall mean the occurrence of any one or more of the following (without the Executive's express written consent)::

Good Reason. The Executive may terminate his employment with the Executive's employment Company for Good Reason at any time during the term of this AgreementTermination Period. For "Good Reason" for purposes of this Agreement "Good Reason" shall mean the occurrence of any of the following (events without the Executive's express written consent):consent of Executive:

Good Reason. The Executive may terminate the Executive's employment for Good Reason at any time during the term of this Agreement. For purposes of Term under this Agreement for "Good Reason." Good Reason shall mean the occurrence without the consent of Executive of any of the following circumstances set forth below, unless such circumstances are fully corrected within ten (without 10) days after delivery of written notice of termination based on such occurrence to the Executive's express written consent):Corporation:

Good Reason. The Executive may terminate Executive’s employment during the Executive's employment Employment Agreement Period for Good Reason at any time during the term of in accordance with this AgreementSection 3(c) and Section 3(f)(i). For purposes of this Agreement "Agreement, “Good Reason" ” shall mean any of the following (mean, without the Executive's ’s express written consent)::

Good Reason. The Executive may terminate the Executive's ’s employment for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean mean, in the absence of the consent of the Executive, a reasonable determination by the Executive that any of the following (without the Executive's express written consent):has occurred:

Good Reason. The Executive may shall be entitled to terminate the Executive's ’s employment for Good Reason at any time during the term of this AgreementAgreement following a Change in Control. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean exist in the event of the occurrence of any of the following (without the Executive's ’s express prior written consent)::

Good Reason. The Executive may terminate the Executive's ’s employment for Good Reason at any time during the term Term of this AgreementAgreement either by resignation or by retirement (if eligible) other than a Mandatory Retirement. For purposes of this Agreement "“Good Reason" ” shall mean any of the following (without the Executive's express written consent):following:

Good Reason. The Executive may terminate the Executive's employment for Good Reason may, at any time during the term of Employment Period by notice to Employer, terminate Executive's employment under this AgreementAgreement for "Good Reason" by giving written notice thereof to the Employer. For purposes of this Agreement Agreement, the Executive shall have "Good Reason" shall mean any of the following (without the Executive's express written consent):to terminate his employment if:

Good Reason. The Executive may terminate the Executive's employment for Good Reason may be terminated by ----------- the Executive at any time during the term of this AgreementEmployment Term for Good Reason. For purposes of this Agreement Agreement, "Good Reason" shall mean any of the following (in each case, without the Executive's express prior written consentconsent specifically referencing this Section 4(b)(1):

Good Reason. The Executive’s employment may be terminated by Executive may terminate the Executive's employment for Good Reason at any time during the term of this Agreementor for no reason. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean any of the following (without the Executive's express written ’s consent):: Change of Control AgreementPage 7

Good Reason. The Executive may terminate the Executive's Executives employment for Good Reason at any time during the term of this Agreement. For purposes of this Agreement "Good Reason" Reason shall mean any of the following (without the Executive's Executives express written consent):

Good Reason. The Executive may terminate the Executive's his employment hereunder for Good Reason at any time during the term of this AgreementReason. For purposes of this Agreement "Agreement, “Good Reason" ” shall mean mean, without the Executive’s express written consent (and except in consequence of a prior termination of the Executive’s employment), the occurrence of any of the following (without the Executive's express written consent):circumstances:

Good Reason. The Executive may terminate the Executive's his employment for hereunder, with or without Good Reason at any time during the term Reason, through a Notice of this AgreementTermination. For purposes of this Agreement "Agreement, and in the absence of written consent of the Executive, “Good Reason" ” shall mean any of the following (without the Executive's express written consent):and shall be limited to:

Good Reason. The Executive may terminate the Executive's employment for with the Company and retain his rights to benefits hereunder if Good Reason exists at any time during following a Change in Control of the term Company. For the purposes of this Agreement. For purposes of this Agreement ", Good Reason" Reason shall mean any of the following (without following, unless the Executive's express written consent):Executive has expressly consented in writing otherwise:

Good Reason. The Executive may terminate the Executive's employment for Good Reason at any time during the term of this Agreement. For purposes of this Agreement Agreement, "Good Reason" shall mean any of the following (following, without the Executive's express written consent)::