Common use of Resignation by You Clause in Contracts

Resignation by You. You may terminate your employment hereunder at any time (i) subject to Section 6(a), for Good Reason or (ii) without Good Reason. Prior to a Change in Control and following the second anniversary of such Change in Control, “Good Reason” means (A) any material diminution (considering all previous diminutions during the Employment Period in the aggregate, including all previous diminutions during the Employment Period which are not material when considered separately) in your position, authority, powers, functions, duties or responsibilities; provided, however, that Good Reason may not be asserted by you under this clause (A) after a Non-Renewal Notice has been given; (B) the relocation or transfer of your principal office to a location more than 50 miles from your regular work address as of the date hereof without your consent; (C) any reduction in your Annual Base Salary to an amount that is less than 90% of the highest Annual Base Salary in effect for you during the Employment Period; (D) any reduction in your Annual Bonus Target from your Annual Bonus Target for the calendar year 2003; (E) the receipt by you of Awards (excluding Non-Performance Awards) in any calendar year that differ (as to number, terms or type of Awards), in a manner adverse to you, from the Award of 57,500 stock options received by certain members of the Executive Officer Committee in calendar year 2002, unless either (1)

Resignation by You. You may terminate your employment hereunder at any time (i) subject to Section 6(a), for Good Reason or (ii) without Good Reason. Prior to a Change in Control and following the second anniversary of such Change in Control, “Good Reason” means (A) any material diminution (considering all previous diminutions during the Employment Period in the aggregate, including all previous diminutions during the Employment Period which are not material when considered separately) in your position, authority, powers, functions, duties or responsibilities; provided, however, that Good Reason may not be asserted by you under this clause (A) after a Non-Renewal Notice has been given; (B) the relocation or transfer of your principal office to a location more than 50 miles from your regular work address as of the date hereof without your consent; (C) any reduction in your Annual Base Salary to an amount that is less than 90% of the highest Annual Base Salary in effect for you during the Employment Period; (D) any reduction in your Annual Bonus Target from your Annual Bonus Target for the calendar year 2003; (E) the receipt by you of Awards (excluding Non-Performance Awards) in any calendar year that differ (as to number, terms or type of Awards), in a manner adverse to you, from the Award of 57,500 stock options Awards (excluding Non-Performance Awards) received by certain members of the Executive Officer Committee you in calendar year 2002, unless either (1)) such adverse differences are in the same manner and to the

Resignation by You. You may terminate your employment hereunder at any time (i) subject to Section 6(a), for Good Reason or (ii) without Good Reason. Prior to a Change in Control and following the second anniversary of such Change in Control, “Good Reason” means (A) any material diminution (considering all previous diminutions during the Employment Period in the aggregate, including all previous diminutions during the Employment Period which are not material when considered separately) in your position, authority, powers, functions, duties or responsibilities; provided, however, that Good Reason may not be asserted by you under this clause (A) after a Non-Renewal Notice has been given; (B) the relocation or transfer of your principal office to a location more than 50 miles from your regular work address as of the date hereof without your consent; (C) any reduction in your Annual Base Salary to an amount that is less than 90% of the highest Annual Base Salary in effect for you during the Employment Period; (D) any reduction in your Annual Bonus Target from your Annual Bonus Target for the calendar year 2003; (E) the receipt by you of Awards (excluding Non-Performance Awards) in any calendar year that differ (as to number, terms or type of Awards), in a manner adverse to you, from the Award of 57,500 stock options Awards received by certain members of the Executive Officer Committee you in calendar year 2002, unless either (1)) such adverse differences are in the same manner and to the same proportional extent as the average (mean) changes made to the Awards received by all other members of the Executive Officer Committee in such calendar year or (2) such adverse differences are directly related to the Board’s good faith assessment of your relative contribution to the Company or your relative performance as compared to other members of the