Common use of Good Reason Outside of a Change of Control Clause in Contracts

Good Reason Outside of a Change of Control. For all purposes under this Agreement, “Good Reason Outside of a Change of Control” for the Executive’s resignation will exist if he resigned from employment with the Company, unless otherwise agreed to in writing by the Executive, within 60 days after the initial occurrence of any of the following that is not corrected within thirty (30) days following written notice thereof to the Company by the Executive such notice to state with specificity the nature of the failure: (i) any material reduction in his Base Salary or target bonus in local currency of 20% or more (excluding any voluntary reductions); (ii) a change in his position with the Company that materially reduces his duties and responsibilities, including the termination of this Agreement by the Company without the written consent of the Executive (it being understood that the non-renewal of this Agreement under Section 13 below shall not constitute a termination of this Agreement by the Company without the written consent of the Executive); (iv) a material office relocation of more 60 miles further from the Executive’s primary residence; or (v) any other material breach by the Company of its obligations to the Executive under this Agreement.

Good Reason Outside of a Change of Control. For all purposes under this Agreement, “Good Reason Outside of a Change of Control” for the Executive’s resignation will exist if he resigned from employment with the Company, unless otherwise agreed to in writing by the Executive, within 60 days after the initial occurrence of any of the following that is not corrected within thirty (30) days following written notice thereof to the Company by the Executive such notice to state with specificity the nature of the failure: (i) any material reduction in his Base Salary or target bonus in local currency of 20% or more (excluding any voluntary reductions); (ii) a change in his position with the Company that materially reduces his duties and responsibilities, including the termination of this Agreement by the Company without the written consent of the Executive (it being understood that the non-renewal of this Agreement under Section 13 below shall not constitute a termination of this Agreement by the Company without the written consent of the Executive); (iv) a material office relocation of more 60 miles further from the Executive’s primary residence; or (v) any other material breach by the Company of its obligations to the Executive under this Agreement.. Executive Employment Agreement Form approved on November 3, 2010