For Good Reason. Executive shall have the right at any time to resign his employment under this Agreement For Good Reason. As used in this Agreement, “For Good Reason” shall mean (i) a material diminution in the Executive’s Base Salary or Target Annual Cash Bonus, (ii) a material diminution in Executive’s title, authority, duties and responsibilities as compared to Executive’s title, authority, duties and responsibilities measured immediately after the Effective Date, (iii) any requirement that the Executive report to anyone but (A) the Chief Executive Officer of the ultimate parent entity, or (B) if the Company becomes a subsidiary or a division of another entity, the most senior executive of such subsidiary or division, (iv) any material breach by the Company or related entities of this Agreement or the Executive’s other agreements with the Company or related entities, (v) the failure of any successor to all or substantially all of the Company’s business or assets to promptly assume and continue this Agreement, whether contractually or as a matter of law, within fifteen (15) days of the transaction which gives rise to the successor’s rights in this Agreement and (v) any requirement by the Company that Executive relocate his personal residence to any city more than 50 miles from Raleigh, North Carolina. The Company and Executive agree that Executive’s position will have certain expanded duties (the “Public Company Duties”) solely as a result of the Company’s IPO and subsequent status as a publicly traded company (e.g., investor relations, earnings calls, Board and Board committee administration, regulatory filings with the Securities and Exchange Commission). For the avoidance of doubt, the Company and Executive agree that Executive’s resignation under Section 3.2(b)(i) shall not be deemed “For Good Reason” solely as a result of the Company reducing or eliminating the Executive’s Public Company Duties, without changing Executive’s title, compensation and other authorities and duties, at any time before the second anniversary of the IPO as a result of Executive failing to adequately perform such Public Company Duties. Notwithstanding the foregoing, no event shall be a Good Reason event unless the Executive gives the Company written notice thereof within ninety (90) days of the first occurrence thereof, the Company does not cure such event within thirty (30) days of the giving of such notice and the Executive does not terminate employment prior to sixty (60) days after the ...
For Good Reason. At the election of the Executive, for Good Reason, which is not cured by the Company within thirty (30) days after written notice from the Executive to the Company setting forth a description of the circumstances constituting Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following actions, omissions or events occurring without the Executive’s prior written consent:
For Good Reason. The Executive may terminate his employment hereunder for Good Reason and any such termination shall be deemed a termination by the Company without Cause. For purposes of this Agreement, “Good Reason” shall mean (i) a material breach of this Agreement by the Company, (ii) reducing the Executive’s salary while at the same time not proportionately reducing the salaries of the other executive officers of the Company, or (iii) a material and continued diminution of the Executive’s duties and responsibilities hereunder; provided that in either (i), (ii), or (iii) above, the Executive shall notify the Company within thirty (30) days after the event or events which the Executive believes constitute Good Reason hereunder and shall describe in such notice in reasonable detail such event or events and provide the Company a thirty (30) day period after delivery of such notice to cure such breach or diminution.
For Good Reason. At the election of the Executive, for Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following actions or omissions, provided the Executive notifies the Company of his determination that Good Reason exists within 60 days of the action or omission on which such determination is based:
For Good Reason. Executive may terminate his employment hereunder for good reason ("Good Reason") if such termination occurs within six months 60 days after:
For Good Reason. Executive may terminate his employment under this Agreement for "Good Reason" (as defined below) upon providing the Company 30 days' prior written notice of termination, which notice will detail the basis of such termination and will become effective on the 30th day after the Company's receipt thereof, unless the Company cures the alleged violation or other circumstance which was the basis of such termination within such 30-day notice period; provided that any termination pursuant to (d)(iii)(C) of the definition of Good Reason shall be made by notice given not more than 60 days after the effective date of the Change of Control (as defined below).
For Good Reason. The Executive, by notice to the Corporation, may terminate this Agreement if a "Good Reason" exists. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following circumstances without the Executive's prior express written consent: (a) a material adverse change in the nature of Executive's title, duties or responsibilities with the Corporation that represents a demotion from his title, duties or responsibilities as in effect immediately prior to such change; (b) a material breach of this Agreement by the Corporation; (c) a failure by the Corporation to make any payment to Executive when due, unless the payment is not material and is being contested by the Corporation, in good faith; (d) a liquidation, bankruptcy or receivership of the Corporation; or (e) if Executive is at any time not a member of the Board of Directors, unless he voluntarily resigns therefrom. Notwithstanding the foregoing, Good Reason shall not be deemed to exist with respect to the Corporation's acts described in clauses (a), (b) or (c) above, unless Executive shall have given written notice to the Corporation specifying the Good Reason with reasonable detail and, within twenty business days after such notice, the Corporation shall not have cured or eliminated the problem or thing giving rise to such Good Reason; provided, however, that a repeated breach after notice and cure of any provision of clauses (a), (b) or (c) above involving the same or substantially similar actions or conduct, shall be grounds for termination for Good Reason without any additional notice from Executive.