Common use of By the Executive with Good Reason Clause in Contracts

By the Executive with Good Reason. The Executive may terminate this Agreement effective upon written notice to the Company with Good Reason (as defined below). Such notice must provide a reasonably detailed explanation of the circumstances constituting Good Reason. For purposes of this Agreement, the term “Good Reason” shall mean the occurrence of one of the following events: (a) the Company, without the Executive’s written consent, requires the Executive to relocate to a principal place of employment more than fifty (50) miles from the Executive’s existing place of employment, which materially increases the Executive’s commuting time; (b) the Company, without the Executive’s consent, materially reduces the Executive’s base salary or target annual bonus opportunity, other than a reduction of less than 10% that is made at the same time to the base salary or target annual bonus opportunity, as applicable, of all similarly situated employees; or (c) a requirement that the Executive report to any other person, position or entity other than the CEO. Notwithstanding the foregoing, in the event that the Executive provides written notice of termination with Good Reason in reliance upon this Section 6.06 (such notice to be provided within thirty (30) days of the Executive’s knowledge of the occurrence of the events or circumstances constituting Good Reason), the Company shall have the opportunity to cure such circumstances within thirty (30) business days of receipt of such notice. If the Company shall not have cured such event or events giving rise to Good Reason within thirty (30) business days after receipt of written notice from the Executive, the Executive may terminate employment with Good Reason by delivering a resignation letter to the Company within thirty (30) business days following such thirty (30) business day cure period; provided, that if the Executive has not delivered such resignation letter to the Company within such thirty (30) business day period, or has not provided written notice to the Company within thirty (30) days of the occurrence of the events or circumstances constituting Good Reason, the Executive waives the right to terminate employment with Good Reason.

By the Executive with Good Reason. The Executive may terminate this Agreement effective upon written notice to the Company with Good Reason (as defined below). Such notice must provide a reasonably detailed explanation of the circumstances constituting Good Reason. For purposes of this Agreement, the term “Good Reason” shall mean the occurrence of one of the following events: (a) the Companymean, without the Executive’s express written consent: (1) a material reduction in the Executive’s Base Salary, requires other than as permitted by Section 4; (2) a material diminution in the Executive’s title or in the Executive’s authority, duties, reporting lines or responsibilities (including failure by the Board to nominate the Executive to relocate to the Board and support his election); (3) a relocation of the Executive’s principal place of employment by more than fifty (50) miles from the Executive’s existing place of employment, which materially increases the Executive’s commuting timemiles; (b4) the Company, without ’s failure to timely make the Executive’s consent, materially reduces Initial Grant; (5) failure of a successor to the Executive’s base salary Company to agree to assume and honor this Agreement or target annual bonus opportunity, (6) any other than a reduction material breach of less than 10% this Agreement or any material compensation agreement by the Company that is made at the same time to the base salary or target annual bonus opportunitynot covered by clause (1), as applicable(2), of all similarly situated employees; (3), (4) or (c5) a requirement that the Executive report to any other person, position or entity other than the CEOabove. Notwithstanding the foregoing, in the event that the Executive provides written notice of termination with Good Reason in reliance upon this Section 6.06 (such notice to be provided within thirty (30) days of the Executive’s knowledge of the occurrence of the events or circumstances constituting Good Reason), the Company shall have the opportunity to cure such circumstances within thirty (30) business days of receipt of such notice. If the Company shall not have cured such event or events giving rise to Good Reason within thirty (30) business days after receipt of written notice from the Executive, the Executive may terminate employment with for Good Reason by delivering a resignation letter to the Company within thirty (30) business days following such thirty (30) business day cure period; provided, that if the Executive has not delivered such resignation letter to the Company within such thirty (30) business day period, or has not provided written notice to the Company within thirty (30) days of the occurrence of the events or circumstances constituting Good Reason, the Executive waives the right to terminate employment with for Good Reason.

By the Executive with Good Reason. The Executive may terminate this Agreement effective upon written notice to the Company with Good Reason (as defined below). Such notice must provide a reasonably detailed explanation of the circumstances constituting Good Reason. For purposes of this Agreement, the term “Good Reason” shall mean the occurrence of one of the following events: (a) the Company, without the Executive’s written consent, requires the Executive to relocate to a principal place of employment more than fifty (50) miles from the Executive’s existing place of employment, which materially increases the Executive’s commuting time; (b) the Company, without the Executive’s consent, materially reduces the Executive’s base salary Base Salary or target annual bonus opportunity, other than a reduction of less than 10% that is made at the same time to the base salary or target annual bonus opportunity, as applicable, of all similarly situated employees; or (c) a requirement that the Executive report to any other person, position or entity other than the CEO. Notwithstanding the foregoing, in the event that the Executive provides written notice of termination with Good Reason in reliance upon this Section 6.06 (such notice to be provided within thirty (30) days of the Executive’s knowledge of the occurrence of the events or circumstances constituting Good Reason), the Company shall have the opportunity to cure such circumstances within thirty (30) business days of receipt of such notice. If the Company shall not have cured such event or events giving rise to Good Reason within thirty (30) business days after receipt of written notice from the Executive, the Executive may terminate employment with Good Reason by delivering a resignation letter to the Company within thirty (30) business days following such thirty (30) business day cure period; provided, that if the Executive has not delivered such resignation letter to the Company within such thirty (30) business day period, or has not provided written notice to the Company within thirty (30) days of the occurrence of the events or circumstances constituting Good Reason, the Executive waives the right to terminate employment with Good Reason.

By the Executive with Good Reason. The Executive may terminate this Agreement effective By the Executive, with "Good Reason", at any time upon written notice to the Company with Good Reason (as defined belowfollowing any applicable notice and failure to cure). Such notice must provide a reasonably detailed explanation of the circumstances constituting Good Reason. For purposes of this Agreement, the term “"Good Reason” shall mean the occurrence of one of the following events" means: (aA) the Company, without 's uncured breach of its obligations under any material term or provision of this Agreement; or (B) the Executive’s written consent, requires relocation of the office in which the Executive to relocate is based (set forth in Section 1 above) to a principal place of employment location more than fifty twenty‑five (5025) miles from the Executive’s existing place of employment, which materially increases the Executive’s commuting time; (b) the Company, without the Executive’s consent, materially reduces the Executive’s base salary or target annual bonus opportunity, other than a reduction of less than 10% that is made at the same time to the base salary or target annual bonus opportunity, as applicable, of all similarly situated employees; or (c) a requirement that the Executive report to any other person, position or entity other than the CEOsuch location. Notwithstanding the foregoing, in In the event that the Executive provides believes that Good Reason, as defined above, exists for him to terminate this Agreement and his employment with the Company and if he intends to so resign, then he shall give written notice of termination with such intent, which notice shall set forth in detail the reasons that the Executive believes Good Reason in reliance upon this Section 6.06 (such exists; provided that, if the Good Reason involves the failure of the Company to pay the Executive compensation, no notice period shall be required and no opportunity to cure shall be provided within offered to the Company as a condition precedent DOCS 11583413v13 to termination. Otherwise, the Company shall have thirty (30) days to cure the Good Reason stated in the notice. In the event of a termination of the Executive’s knowledge of the occurrence of the events or circumstances constituting 's employment by him with Good Reason), the Company shall have pay to the opportunity Executive in a lump sum, within 30 days: (A) a retiring allowance in the amount of $2,000,000 USD less amounts required by law to cure such circumstances within thirty be withheld (30B) business days any accrued but unpaid prorata Annual Salary provided for in Section 2(a) above for services rendered through the date of receipt termination, (C) any accrued but unpaid expenses required to be reimbursed under Section 3 above, (D) any unused vacation under Section 4 above as of such notice. If the Company shall not have cured such event or events giving rise date of termination, (E) any other amounts owing, but still unpaid, to Good Reason within thirty (30) business days after receipt of written notice from the Executive, and (F) any vested stock options granted on June 26, 2012 (provided such options are exercised in accordance with the Executive may terminate employment with Good Reason by delivering a resignation letter to the Company within thirty (30) business days following such thirty (30) business day cure period; provided, that if the Executive has not delivered such resignation letter to the Company within such thirty (30) business day period, or has not provided written notice to the Company within thirty (30) days terms of the occurrence of option agreement governing the events same), and all DSU’s, whether vested or circumstances constituting Good Reasonunvested, shall be redeemable one year after termination. Unvested awards under the Executive waives the right to terminate employment with Good Reasonstock option plan shall be forfeited.

By the Executive with Good Reason. The Executive may terminate this Agreement effective upon written notice to the Company with Good Reason (as defined below). Such notice must provide a reasonably detailed explanation of the circumstances constituting Good Reason. For purposes of this Agreement, the term “Good Reason” shall mean the occurrence of one of the following events: (a) the Companymean, without the Executive’s express written consent: (1) a material reduction in the Executive’s Base Salary, requires other than as permitted by Section 4, or Target Bonus opportunity; (2) a material diminution in the Executive’s title or in the Executive’s authority, duties, reporting lines or responsibilities (including failure by the Board to nominate the Executive to relocate to the Board and support his election); (3) a relocation of the Executive’s principal place of employment by more than fifty (50) miles from the Executive’s existing place of employment, which materially increases the Executive’s commuting timemiles; (b4) the Company, without Executive does not timely receive the Executive’s consent, materially reduces Initial Grant in accordance with the Executive’s base salary terms of Section 5.02(b) of this Agreement or target annual bonus opportunity, the award under the Transaction Incentive Plan in accordance with the terms of Section 5.02(a) of this Agreement or the long-term incentive arrangement in accordance with the terms described in Section 5.02(c) of this Agreement; (5) failure of a successor to the Company to agree to assume and honor this Agreement or (6) any other than a reduction material breach of less than 10% this Agreement or any material compensation agreement by the Company or its affiliates that is made at the same time to the base salary or target annual bonus opportunitynot covered by clause (1), as applicable(2), of all similarly situated employees; (3), (4) or (c5) a requirement that the Executive report to any other person, position or entity other than the CEOabove. Notwithstanding the foregoing, in the event that the Executive provides written notice of termination with Good Reason in reliance upon this Section 6.06 (such notice to be provided within thirty (30) days of the Executive’s knowledge of the occurrence of the events or circumstances constituting Good Reason), the Company shall have the opportunity to cure such circumstances within thirty (30) business days of receipt of such notice. If the Company shall not have cured such event or events giving rise to Good Reason within thirty (30) business days after receipt of written notice from the Executive, the Executive may terminate employment with for Good Reason by delivering a resignation letter to the Company within thirty (30) business days following such thirty (30) business day cure period; provided, that if the Executive has not delivered such resignation letter to the Company within such thirty (30) business day period, or has not provided written notice to the Company within thirty (30) days of the occurrence of the events or circumstances constituting Good Reason, the Executive waives the right to terminate employment with for Good Reason.

By the Executive with Good Reason. The Executive may terminate this Agreement effective upon his employment by written notice to the Company with Good Reason (as defined below). Such notice must provide a reasonably detailed explanation of the circumstances constituting Good Reason. For purposes of this Agreement, the term “Good Reason” shall mean upon the occurrence of one of the following events: (a) , as determined in good faith by the Company, Executive and without the Executive’s prior written consent, requires consent (“Good Reason”): (i) any action or inaction by the Executive to relocate to Company that constitutes a material breach of this Agreement by the Company; (ii) the relocation of the Executive’s principal place of employment on the Effective Date by more than fifty (50fifty) miles from the Executive’s existing place of employment50 miles, which materially increases the Executive’s commuting time; (b) the Company, without the Executive’s consent, materially reduces the Executive’s base salary or target annual bonus opportunity, other than a reduction of less than 10% that is made at the same time to the base salary or target annual bonus opportunity, as applicable, of all similarly situated employees; or (c) a requirement that the Executive report to any other person, position or entity other than the CEO. Notwithstanding the foregoing, in the event that the Executive provides written notice of termination with Good Reason in reliance upon this Section 6.06 (such notice to be provided not cured within thirty (30) days after written notice is provided by the Executive to the Company, (iii) a material diminution of the duties or title of the Executive’s knowledge ; or (iv) a reduction in Base Salary of the occurrence of the events or circumstances constituting Good Reason), the Company shall have the opportunity to cure such circumstances within thirty (30) business days of receipt of such notice. If the Company shall not have cured such event or events giving rise to Good Reason within thirty (30) business days after receipt of written notice from the Executive, the Executive may terminate employment with Good Reason by delivering a resignation letter unless otherwise agreed to the Company within thirty (30) business days following such thirty (30) business day cure period; providedin this Agreement, that if the Executive has which is not delivered such resignation letter to the Company within such thirty (30) business day period, or has not provided written notice to the Company cured within thirty (30) days after written notice is provided by the Executive to the Company; provided, that (x) the Executive has not materially breached this Agreement, the PIIA, or any of the occurrence Executive’s obligations to the Company, (y) the Company could not have terminated the Executive’s employment for Cause or provided notice of termination for Cause, and (z) the events or circumstances constituting Executive tenders such written resignation notice within sixty (60) days after the end of such cure period. If the Executive terminates his employment with Good Reason, the Company shall pay to the Executive waives (i) any unpaid Base Salary through the right Termination Date; (ii) the Base Salary Executive would have earned from the Termination Date through the end of the Term, with payments being paid on the Company’s regular payroll schedule with the first installment commencing on the first payroll date following the thirtieth (30th) day after the Termination Date; (iii) a pro rata share of the Annual Bonus to terminate employment be paid pursuant to section 5(c) above; (iv)accelerated vesting of the Option as described in Section 5(b); (v) reimbursement for unreimbursed business expenses properly incurred by Executive, which shall be subject to and paid in accordance with Good ReasonCompany’s expense reimbursement policy; (vi) any earned but unpaid bonus, if any, in accordance with the terms of any such plan and paid at the same time as bonuses are paid to other similarly situated employees of the Company; and (vii) and such additional prorated employee benefits, if any, to which Executive may be entitled under the Company’s employee benefit plans as of the Termination Date. Payments and benefits made pursuant to Sections 8(f)(ii) and 8(f)(iii) shall be subject to the Executive’s execution and non-revocation of a general release of claims against the Company in the Company’s standard form as attached hereto as Exhibit C and the Executive must deliver a signed irrevocable release to the Company no later than thirty (30) days after the Termination Date.