Common use of Resignation by the Executive for Good Reason Clause in Contracts

Resignation by the Executive for Good Reason. The Executive shall be able to terminate this Agreement for Good Reason by providing written notice of termination to the Company within thirty (30) days after expiration of the cure period described in the last sentence of this Section 4(g). If the Executive resigns from his employment with the Company for Good Reason, the Company shall pay to the Executive the Standard Termination Benefits. Additionally, if: (i) the Executive delivers to the Company the Release within forty-five (45) days following the termination date; and (ii) the Executive returns all Company property, complies with the post-termination restrictive covenants under this Agreement, and complies with the Release including without limitation any non-disparagement and confidentiality provisions contained therein, then the Executive shall be eligible to receive the Severance Benefits. For purposes of this Agreement, “Good Reason” means, with respect to the Executive, in each case to the extent not consented by the Executive: (i) a material violation of this Agreement or any other material agreement between the Executive and the Company, by the Company; (ii) any assignment of duties to the Executive that would require an unreasonable amount of the Executive's work time and that are duties which customarily would be discharged by persons junior or subordinate in status to the Executive within the Company as determined in good faith by the Executive and taking into consideration trends and customs in the market and industry in which the Company operates; or (iii) a decrease in the Executive’s Base Salary, provided that the Executive shall not have Good Reason unless the Executive shall have provided the Company written notice describing such violation in sufficiently reasonable detail for the Company to understand the breach alleged to have occurred, with such notice provided to the Company no later than twenty (20) days after the alleged breach first occurs, and the Company shall fail to cure such alleged breach within thirty (30) days after the Executive has provided the Company the required notice. ​

Resignation by the Executive for Good Reason. The Notwithstanding the provisions of Section 4.1, the Executive shall be able to may terminate this Agreement the Executive’s employment for Good Reason by providing upon written notice of termination to the Company within thirty (30) days after expiration setting forth in reasonable detail the nature of the cure period described in the last sentence of this Section 4(g). If the Executive resigns from his employment with the Company for circumstances constituting Good Reason, the Company shall pay to the Executive the Standard Termination Benefits. Additionally, if: (i) the Executive delivers to the Company the Release within forty-five (45) days following the termination date; and (ii) the Executive returns all Company property, complies with the post-termination restrictive covenants under this Agreement, and complies with the Release including without limitation any non-disparagement and confidentiality provisions contained therein, then the Executive shall be eligible to receive the Severance Benefits. For purposes of this Agreement, “Good Reason” means, with respect to means the occurrence of any of the following without the Executive, in each case to the extent not consented by the Executive’s consent: (i) a material violation reduction in Base Salary of this Agreement or any more than five percent (5%), other material agreement between the Executive and the Company, by than an across-the-board reduction applicable to similarly situated executives of the Company; (ii) any assignment of duties to the Executive that would require an unreasonable amount a permanent relocation of the Executive's work time and ’s principal place of business that are duties which customarily would be discharged by persons junior or subordinate in status to the Executive within the Company as determined in good faith by the Executive and taking into consideration trends and customs in the market and industry in which the Company operates; or (iii) a decrease in increases the Executive’s Base Salary, provided that the Executive shall not have Good Reason unless the Executive shall have provided the Company written notice describing such violation in sufficiently reasonable detail for the Company to understand the breach alleged to have occurred, with such notice provided to the Company no later commute by more than twenty (20) days after miles in a single direction; (iii) Company effects a reduction in Executive’s title as Chief Business Officer or position as leader of functions over which Executive has management oversight and control on behalf of the alleged breach first occursCompany and its Parent, Astra Space, Inc., as of the Amendment Effective Date (collectively, the “Functions”); (iv) Company causes Executive to report to any individual or group, other than the Chief Executive Officer of the Company prior to a Change of Control and the chief executive officer of the Ultimate Parent after a Change of Control, or (v) any material adverse change in Executive’s duties, responsibilities or authority as of the date of this Agreement or the assignment to Executive of duties or responsibilities that are materially inconsistent with Executive’s position as the leader of the Functions, which is not substantially remedied by the Company shall fail during the applicable cure period; provided, in each case, that (x) the Executive provides the Company with written notice of the circumstance constituting Good Reason within twenty (20) days following the Executive’s first knowledge thereof, (y) the Company fails to cure such alleged breach circumstance within thirty twenty (3020) days after following the receipt of such notice and (z) the Executive has provided actually terminates employment within twenty (20) days following the Company the required notice. ​expiration of such cure period.

Resignation by the Executive for Good Reason. The Executive shall be able to terminate this Agreement for Good Reason by providing written notice of termination to the Company within thirty (30) days after expiration of the cure period described in the last sentence of this Section 4(g). If the Executive resigns from may resign his employment with the Company hereunder for Good Reason, the Company shall pay to the Executive the Standard Termination Benefits. Additionally, if: (i) the Executive delivers upon notice to the Company setting forth in reasonable detail the Release within forty-five (45) days following the termination date; and (ii) the Executive returns all Company property, complies with the post-termination restrictive covenants under this Agreement, and complies with the Release including without limitation any non-disparagement and confidentiality provisions contained therein, then the Executive shall be eligible to receive the Severance Benefits. For purposes nature of this Agreement, “such Good Reason” means, with respect to the Executive, in each case to the extent not consented . The following shall constitute Good Reason for termination by the Executive: (i) willful failure of the Company to provide the Executive the Base Salary and benefits in accordance with the terms of Section 4 hereof other than, in the case of a material violation reduction in Base Salary or benefits, any such reduction which is part of this Agreement a general reduction or any other material agreement between concessionary arrangement affecting all employees or affecting that group of employees of which the Executive and the Company, by the Company; is a member or (ii) any assignment of duties to a material diminution in the Executive that would require an unreasonable amount nature or scope of the Executive's work time and that are ’s powers, duties which customarily would be discharged by persons junior or subordinate in status to the Executive within the Company as determined in good faith by the Executive and taking into consideration trends and customs in the market and industry in which the Company operates; or (iii) a decrease in responsibilities without the Executive’s prior consent; provided, however, that any diminution of the business of the Company or any of its Affiliates, including without limitation the sale or transfer of any or all of the assets of the Company or any of its Affiliates, shall not constitute “Good Reason”. In the event of termination in accordance with this Section 5.5, then, for a period of twelve (12) months from the date of termination of the Executive’s employment, the Company shall continue to pay the Executive the Base SalarySalary at the rate in effect on the date of termination and the automobile allowance, at the rate provided in Section 4.6, shall continue to pay the premium cost of the life and long term disability insurance provided under Section 4.7 hereof and, subject to any employee contribution applicable to active employees generally, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive shall not have Good Reason unless the Executive shall have provided the Company written notice describing is entitled to continue such violation in sufficiently reasonable detail for participation under applicable law and plan terms. The obligations of the Company to understand Executive hereunder, however, are conditioned upon the breach alleged to have occurred, with such notice provided Executive’s signing a release of claims in a form satisfactory to the Company no later than twenty within twenty-one (2021) days after of the alleged breach first occursdate he gives notice of termination of his employment or the date he receives a copy of the release of claims, whichever is later, and upon his not revoking the Company release of claims thereafter. All severance payments under this Section 5.5 will be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, and will begin at the Company’s next regular payroll period following the effective date of the release of claims, but shall fail be retroactive to cure such alleged breach within thirty (30) days after the Executive has provided the Company the required notice. ​date of termination.

Resignation by the Executive for Good Reason. The Executive shall be able to terminate this Agreement for Good Reason by providing written notice of termination to the Company within thirty (30) days after expiration of the cure period described in the last sentence of this Section 4(g). If the Executive resigns from his employment with the Company for Good Reason, the Company shall pay to the Executive the Standard Termination Benefits. Additionally, if: (i) the Executive delivers to the Company the Release within forty-five (45) days following the termination date; and (ii) the Executive returns all Company property, complies with the post-termination restrictive covenants under this Agreement, and complies with the Release including without limitation any non-disparagement and confidentiality provisions contained therein, then the Executive shall be eligible to receive the Severance Benefits. For purposes of this Agreement, “Good Reason” means, with respect to Reason shall mean any of the following without the Executive, in each case to the extent not consented by the Executive’s prior written consent: (i) a material violation of this Agreement or any other material agreement between the Executive and the Company’s failure to continue Executive in the position of Chief Financial Officer of the Company and GBCH, by the Company; (ii) the requirement that Executive report to any individual or body other than the Chief Executive Officer of the Company or the Board; (iii) assignment of duties to the Executive that would require an unreasonable amount of materially and adversely inconsistent with the Executive's work time and that are duties which customarily would be discharged by persons junior or subordinate in status to the Executive within the Company as determined in good faith by the Executive and taking into consideration trends and customs in the market and industry in which the Company operates’s position; or (iiiiv) a decrease material diminution in the Executive’s Base Salary, provided that the Executive shall not have Good Reason unless the Executive shall have provided position with the Company written notice describing or the authority, duties or responsibilities associated with such violation position; or (v) any material reduction in sufficiently reasonable detail for Executive’s base salary, target annual bonus opportunity under the Bonus Plan, benefits, and annual equity incentive awards in the aggregate, excluding any reduction in Executive’s annual equity incentive awards that (A) is applicable to all similarly situated executives or (B) is twenty percent (20%) or less and results from adjustments to the allocation of a fixed pool among similarly situated executives; or (vi) Executive’s principal place of employment is other than the principal executive office of the Company or there is a change in Executive’s principal place of employment that increases the distance between the Executive’s residence as of the date of this Agreement to understand the breach alleged to have occurredhis principal place of employment by more than fifty (50) miles; provided, with such notice provided to however, that in each case the Company no later than twenty (20) days after the alleged breach first occursor GBCH, and the Company shall fail as applicable, has failed to cure such alleged breach the applicable circumstance within thirty (30) calendar days after following written notice from the Executive; and provided, further, that the Executive has provided must provide written notice of events claimed to constitute Good Reason within sixty (60) calendar days of the Company initial occurrence of such events. The Executive shall not be entitled to terminate his employment for Good Reason with respect to specified events unless the required notice. ​Executive tenders resignation for Good Reason within thirty (30) calendar days of the Company’s failure to cure.

Resignation by the Executive for Good Reason. The Executive shall be able to terminate this Agreement for Good Reason by providing written notice of termination to the Company within thirty (30) days after expiration of the cure period described in the last sentence of this Section 4(g). If the Executive resigns from his employment with the Company for Good Reason, the Company shall pay to the Executive the Standard Termination Benefits. Additionally, if: (i) the Executive delivers to the Company the Release within forty-five (45) days following the termination date; and (ii) the Executive returns all Company property, complies with the post-termination restrictive covenants under this Agreement, and complies with the Release including without limitation any non-disparagement and confidentiality provisions contained therein, then the Executive shall be eligible to receive the Severance Benefits. For purposes of this Agreement, “Good Reason” means, with respect to the Executive, in each case to the extent not consented by the Executive: (i) a material violation of this Agreement or any other material agreement between the Executive and the Company, by the Company; (ii) any assignment of duties to the Executive that would require an unreasonable amount of the Executive's work time and that are duties which customarily would be discharged by persons junior or subordinate in status to the Executive within the Company as determined in good faith by the Executive and taking into consideration trends and customs in the market and industry in which the Company operates; or (iii) a decrease in the Executive’s Base Salary, provided that the Executive shall not have Good Reason unless the Executive shall have provided the Company written notice describing such violation in sufficiently reasonable detail for the Company to understand the breach alleged to have occurred, with such notice provided to the Company no later than twenty (20) days after the alleged breach first occurs, and the Company shall fail to cure such alleged breach within thirty (30) days after the Executive has provided the Company the required notice. ​.

Resignation by the Executive for Good Reason. The Executive may resign his employment hereunder for Good Reason, upon notice to the Company setting forth in reasonable detail the nature of such Good Reason. The following shall be able constitute Good Reason for termination by the Executive: (i) willful failure of the Company to terminate provide the Executive the Base Salary and benefits in accordance with the terms of Section 4 hereof; (ii) a material diminution in the nature or scope of the Executive’s powers, duties or responsibilities without the Executive’s prior consent; provided, however, that any diminution of the business of the Company or any of its Affiliates, including without limitation the sale or transfer of any or all of the assets of the Company or any of its Affiliates, shall not constitute “Good Reason”; (iii) a material breach by the Company of any provision of this Agreement for Good Reason that is not cured by providing written notice of termination to the Company within thirty (30) days after expiration of the cure period described Company’s receipt of written notice of such breach; or (iv) in the last sentence event a “Change of Control” [defined as any transaction including, without limitation, a merger, consolidation, sale of stock or sale of assets, but excluding any assignment as security for indebtedness, after which any Person(s) other than the current Stockholders and their Permitted Transferees shall own in excess of fifty percent (50%) of the voting stock of the Company (or the Person into which the Company shall have been merged or consolidated) and have the right to elect a majority of the members of the Board or shall have acquired all or substantially all of the consolidated assets of the Company and its subsidiaries] results in another entity succeeding the Company’s obligations under this Agreement, if the succeeding entity fails to assume all of the Company’s obligations hereunder. In the event of termination in accordance with this Section 4(g). If 5.5, then, for a period of six (6) months from the Executive resigns from his employment with date of termination of the Company for Good ReasonExecutive’s employment, the Company shall continue to pay to the Executive the Standard Termination Benefits. AdditionallyBase Salary at highest rate in effect at any time during the two (2) year prior to and including the date of termination and the automobile allowance, if: (i) at the Executive delivers rate provided in Section 4.5 hereof and, subject to any employee contribution applicable to active employees generally, shall continue to contribute to the Company the Release within forty-five (45) days following the termination date; and (ii) the Executive returns all Company property, complies with the post-termination restrictive covenants under this Agreement, and complies with the Release including without limitation any non-disparagement and confidentiality provisions contained therein, then the Executive shall be eligible to receive the Severance Benefits. For purposes of this Agreement, “Good Reason” means, with respect to the Executive, in each case to the extent not consented by the Executive: (i) a material violation of this Agreement or any other material agreement between the Executive and the Company, by the Company; (ii) any assignment of duties to the Executive that would require an unreasonable amount premium cost of the Executive's work time and that are duties which customarily would be discharged by persons junior or subordinate in status to the Executive within the Company as determined in good faith by the Executive and taking into consideration trends and customs ’s participation in the market Company’s group medical and industry in which the Company operates; or (iii) a decrease in the Executive’s Base Salarydental plans, provided that the Executive shall not have Good Reason unless the Executive shall have provided the Company written notice describing is entitled to continue such violation in sufficiently reasonable detail for participation under applicable law and plan terms. The obligations of the Company to understand Executive hereunder, however, are conditioned upon the breach alleged Executive’s signing a release of claims (other than claims relating to have occurred, with such notice provided the Company’s continuing obligations to the Executive under this Agreement) in a form satisfactory to the Company no later than twenty within twenty-one (2021) days after of the alleged breach first occursdate he gives notice of termination of his employment or the date he receives a copy of the release of claims, whichever is later, and upon his not revoking the Company release of claims thereafter. All severance payments under this Section 5.5 will be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, and will begin at the Company’s next regular payroll period following the effective date of the release of claims, but shall fail be retroactive to cure such alleged breach within thirty (30) days after the Executive has provided the Company the required notice. ​date of termination.

Resignation by the Executive for Good Reason. The Notwithstanding the provisions of Section 4.1, the Executive shall be able to may terminate this Agreement the Executive’s employment for Good Reason by providing upon written notice of termination to the Company within thirty (30) days after expiration setting forth in reasonable detail the nature of the cure period described in the last sentence of this Section 4(g). If the Executive resigns from his employment with the Company for circumstances constituting Good Reason, the Company shall pay to the Executive the Standard Termination Benefits. Additionally, if: (i) the Executive delivers to the Company the Release within forty-five (45) days following the termination date; and (ii) the Executive returns all Company property, complies with the post-termination restrictive covenants under this Agreement, and complies with the Release including without limitation any non-disparagement and confidentiality provisions contained therein, then the Executive shall be eligible to receive the Severance Benefits. For purposes of this Agreement, “Good Reason” means, with respect to means the occurrence of any of the following without the Executive, in each case to the extent not consented by the Executive’s consent: (i) a material violation reduction in Base Salary of this Agreement or any more than five percent (5%), other material agreement between the Executive and the Company, by than an across-the-board reduction applicable to similarly situated executives of the Company; (ii) any assignment of duties to the Executive that would require an unreasonable amount a permanent relocation of the Executive's work time and ’s principal place of business that are duties which customarily would be discharged by persons junior or subordinate in status to the Executive within the Company as determined in good faith by the Executive and taking into consideration trends and customs in the market and industry in which the Company operates; or (iii) a decrease in increases the Executive’s Base Salary, provided that the Executive shall not have Good Reason unless the Executive shall have provided the Company written notice describing such violation in sufficiently reasonable detail for the Company to understand the breach alleged to have occurred, with such notice provided to the Company no later commute by more than twenty (20) days after miles in a single direction; (iii) Company effects a reduction in Executive’s title as Chief Financial Officer or position as leader of the alleged breach first occursfunctions over which Executive has management oversight and control on behalf of the Company and its Parent, Astra Space, Inc., as of the Amendment Effective Date (collectively, the “Functions”); (iv) Company causes Executive to report to any individual or group, other than the Chief Executive Officer of the Company prior to a Change of Control and the chief executive officer of the Ultimate Parent after a Change of Control, or (v) any material adverse change in Executive’s duties, responsibilities or authority as of the date of this Agreement or the assignment to Executive of duties or responsibilities that are materially inconsistent with Executive’s position as the leader of the Functions, which is not substantially remedied by the Company shall fail during the applicable cure period; provided, in each case, that (x) the Executive provides the Company with written notice of the circumstance constituting Good Reason within twenty (20) days following the Executive’s first knowledge thereof, (y) the Company fails to cure such alleged breach circumstance within thirty twenty (3020) days after following the Executive has provided the Company the required notice. ​receipt of such notice and LEGAL\53952298\2

Resignation by the Executive for Good Reason. The Executive shall be able to terminate this Agreement for Good Reason by providing written notice of termination to the Company within thirty (30) days after expiration of the cure period described in the last sentence of this Section 4(g). If the Executive resigns from may resign his employment with the Company hereunder for Good Reason, the Company shall pay to the Executive the Standard Termination Benefits. Additionally, if: (i) the Executive delivers upon notice to the Company setting forth in reasonable detail the Release within forty-five (45) days following the termination date; and (ii) the Executive returns all Company property, complies with the post-termination restrictive covenants under this Agreement, and complies with the Release including without limitation any non-disparagement and confidentiality provisions contained therein, then the Executive shall be eligible to receive the Severance Benefits. For purposes nature of this Agreement, “such Good Reason” means, with respect to the Executive, in each case to the extent not consented . The following shall constitute Good Reason for termination by the Executive: (i) willful failure of the Company to provide the Executive the Base Salary and benefits in accordance with the terms of Section 4 hereof other than, in the case of a material violation reduction in Base Salary or benefits, any such reduction which is part of this Agreement a general reduction or any other material agreement between concessionary arrangement affecting all employees or affecting that group of employees of which the Executive and the Company, by the Company; is a member or (ii) any assignment of duties to a material diminution in the Executive that would require an unreasonable amount nature or scope of the Executive's work time and that are ’s powers, duties which customarily would be discharged by persons junior or subordinate in status to the Executive within the Company as determined in good faith by the Executive and taking into consideration trends and customs in the market and industry in which the Company operates; or (iii) a decrease in responsibilities without the Executive’s prior consent; provided, however, that any diminution of the business of the Company or any of its Affiliates, including without limitation the sale or transfer of any or all of the assets of the Company or any of its Affiliates, shall not constitute “Good Reason”. In the event of termination in accordance with this Section 5.5, then, for a period of twelve months from the date of termination of the Executive’s employment, the Company shall continue to pay the Executive the Base SalarySalary at the rate in effect on the date of termination and the automobile allowance, at the rate provided in Section 4.6, shall continue to pay the premium cost of the life and long term disability insurance provided under Section 4.7 hereof and, subject to any employee contribution applicable to active employees generally, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive shall not have Good Reason unless the Executive shall have provided the Company written notice describing is entitled to continue such violation in sufficiently reasonable detail for participation under applicable law and plan terms. The obligations of the Company to understand Executive hereunder, however, are conditioned upon the breach alleged to have occurred, with such notice provided Executive’s signing a release of claims in a form satisfactory to the Company no later than twenty within twenty-one (2021) days after of the alleged breach first occursdate he receives notice of termination of his employment or the date he receives a copy of the release of claims, whichever is later, and upon his not revoking the Company release of claims thereafter. All severance payments under this Section 5.5 will be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, and will begin at the Company’s next regular payroll period following the effective date of the release of claims, but shall fail be retroactive to cure such alleged breach within thirty (30) days after the Executive has provided the Company the required notice. ​date of termination.

Resignation by the Executive for Good Reason. The Executive may resign his employment hereunder for Good Reason, upon notice to the Company setting forth in reasonable detail the nature of such Good Reason. The following shall be able constitute Good Reason for termination by the Executive: (i) willful failure of the Company to terminate provide the Executive the Base Salary and benefits in accordance with the terms of Section 4 hereof; (ii) a material diminution in the nature or scope of the Executive’s powers, duties or responsibilities without the Executive’s prior consent; provided, however, that any diminution of the business of the Company or any of its Affiliates, including without limitation the sale or transfer of any or all of the assets of the Company or any of its Affiliates, shall not constitute “Good Reason”; (iii) a material breach by the Company of any provision of this Agreement for Good Reason that is not cured by providing written notice of termination to the Company within thirty (30) days after expiration of the cure period described Company’s receipt of written notice of such breach; or (iv) in the last sentence event a Change of Control (as defined in Section 14.3.5 of the Stockholders Agreement) results in another entity succeeding the Company’s obligations under this Agreement, if the succeeding entity fails to assume all of the Company’s obligations hereunder. In the event of termination in accordance with this Section 4(g). If 5.5, then, for a period of twelve (12) months from the Executive resigns from his employment with date of termination of the Company for Good ReasonExecutive’s employment, the Company shall continue to pay to the Executive the Standard Termination Benefits. AdditionallyBase Salary at highest rate in effect at any time during the two (2) year prior to and including the date of termination and the automobile allowance, if: (i) at the Executive delivers rate provided in Section 4.5, shall continue to pay the premium cost of the life and long term disability insurance provided under Section 4.6 hereof and, subject to any employee contribution applicable to active employees generally, shall continue to contribute to the Company the Release within forty-five (45) days following the termination date; and (ii) the Executive returns all Company property, complies with the post-termination restrictive covenants under this Agreement, and complies with the Release including without limitation any non-disparagement and confidentiality provisions contained therein, then the Executive shall be eligible to receive the Severance Benefits. For purposes of this Agreement, “Good Reason” means, with respect to the Executive, in each case to the extent not consented by the Executive: (i) a material violation of this Agreement or any other material agreement between the Executive and the Company, by the Company; (ii) any assignment of duties to the Executive that would require an unreasonable amount premium cost of the Executive's work time and that are duties which customarily would be discharged by persons junior or subordinate in status to the Executive within the Company as determined in good faith by the Executive and taking into consideration trends and customs ’s participation in the market Company’s group medical and industry in which the Company operates; or (iii) a decrease in the Executive’s Base Salarydental plans, provided that the Executive shall not have Good Reason unless the Executive shall have provided the Company written notice describing is entitled to continue such violation in sufficiently reasonable detail for participation under applicable law and plan terms. The obligations of the Company to understand Executive hereunder, however, are conditioned upon the breach alleged Executive’s signing a release of claims (other than claims relating to have occurred, with such notice provided the Company’s continuing obligations to the Executive under this Agreement) in a form satisfactory to the Company no later than twenty within twenty-one (2021) days after of the alleged breach first occursdate he gives notice of termination of his employment or the date he receives a copy of the release of claims, whichever is later, and upon his not revoking the Company release of claims thereafter. All severance payments under this Section 5.5 will be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, and will begin at the Company’s next regular payroll period following the effective date of the release of claims, but shall fail be retroactive to cure such alleged breach within thirty (30) days after the Executive has provided the Company the required notice. ​date of termination.