Common use of Termination by You for Good Reason and Termination by the Company Without Cause Clause in Contracts

Termination by You for Good Reason and Termination by the Company Without Cause. Unless previously terminated pursuant to any other provision of this Agreement, you shall have the right, exercisable by written notice to the Company, to terminate your employment for “Good Reason” effective 30 days after the giving of such notice, if, at the time of the giving of such notice, the Company is in material breach of its obligations under this Agreement without your express written consent; provided however, with the exception of clause (i) below, this Agreement shall not so terminate if such notice is the first such notice of termination delivered by you pursuant to this Section 4.2 and within such 30-day period the Company shall have cured all such material breaches. Any such notice of termination for Good Reason must be provided to the Company within 90 days of any material breach of the Agreement. A material breach by the Company shall include, but not be limited to, (i) the Company’s material violation of Sections 2(a) or 2(f) with respect to your authority, functions, duties, powers, responsibilities or place of employment, or (ii) the Company failing to cause any successor to all or substantially all of the business and assets of the Company expressly to assume the obligations of the Company under this Agreement as provided by Section 10.4 (Assignability). The Company shall have the right, exercisable by written notice to you, to terminate your employment under this Agreement without cause, which notice shall specify the effective date of such termination.

Termination by You for Good Reason and Termination by the Company Without Cause. Unless previously terminated pursuant to any other provision of this Agreement, you shall have the right, exercisable by written notice to the Company, to terminate your employment for “Good Reason” effective 30 days after the giving of such notice, if, at the time of the giving of such notice, the Company is in material breach of its obligations under this Agreement without your express written consent; provided however, with the exception of clause (i) below, this Agreement shall not so terminate if such notice is the first such notice of termination delivered by you pursuant to this Section 4.2 and within such 30-day period the Company shall have cured all such material breaches. Any such notice of termination for Good Reason must be provided to the Company within 90 days of any material breach of the Agreement. A material breach by the Company shall include, but not be limited to, (i) the Company’s material violation of Sections 2(a) or 2(f) Section 3.1 with respect to your authority, functions, duties, powers, responsibilities or place of employmentBase Salary, or (ii) the Company failing to cause any successor to all or substantially all of the business and assets of the Company expressly to assume the obligations of the Company under this Agreement as provided by Section 10.4 (Assignability). The Company shall have the right, exercisable by written notice to you, to terminate your employment under this Agreement without cause, which notice shall specify the effective date of such termination.

Termination by You for Good Reason and Termination by the Company Without Cause. Unless previously terminated pursuant to any other provision of this Agreement, you shall have the right, exercisable by written notice to the Company, to terminate your employment for “Good Reason” effective 30 days after the giving of such notice, if, at the time of the giving of such notice, the Company is in material breach of its obligations under this Agreement without your express written consent; provided however, with the exception of clause (i) below, this Agreement shall not so terminate if such notice is the first such notice of termination delivered by you pursuant to this Section 4.2 and within such 30-day period the Company shall have cured all such material breaches. Any such notice of termination for Good Reason must be provided to the Company within 90 days of any material breach of the Agreement. A material breach by the Company shall include, but not be limited to, (i) the Company’s material violation of Sections 2(a), 2(c) or 2(f) with respect to your authority, functions, duties, powers, responsibilities responsibilities, reporting relationship or place of employment, or (ii) the Company failing to cause any successor to all or substantially all of the business and assets of the Company expressly to assume the obligations of the Company under this Agreement as provided by Section 10.4 (Assignability). The Company shall have the right, exercisable by written notice to you, to terminate your employment under this Agreement without cause, which notice shall specify the effective date of such termination.

Termination by You for Good Reason and Termination by the Company Without Cause. Unless previously terminated pursuant to any other provision of this Agreement, you shall have the right, exercisable by written notice to the Company, to terminate your employment for “Good Reason” effective 30 15 days after the giving of such notice, if, at the time of the giving of such notice, the Company is in material breach of its obligations under this Agreement without your express written consent; provided provided, however, that, with the exception of clause (i) below, this Agreement shall not so terminate if such notice is the first such notice of termination delivered by you pursuant to this Section 4.2 and within such 3015-day period the Company shall have cured all such material breaches. Any such notice of termination for Good Reason must be provided to the Company within 90 days of any material breach of the Agreement. A material breach by the Company shall include, but not be limited to, (i) the Company’s material violation of Sections 2(a), 2(c) or 2(f) with respect to your title, reporting lines, authority, functions, duties, powers, responsibilities or place of employment, or (ii) the Company failing to cause any successor to all or substantially all of the business and assets of the Company expressly to assume the obligations of the Company under this Agreement as provided by Section 10.4 (Assignability). The Company shall have the right, exercisable by written notice to you, to terminate your employment under this Agreement without cause, which notice shall specify the effective date of such termination.

Termination by You for Good Reason and Termination by the Company Without Cause. Unless previously terminated pursuant to any other provision of this Agreement, you shall have the right, exercisable by written notice to the Company, to terminate your employment for “Good Reason” effective 30 15 days after the giving of such notice, if, at the time of the giving of such notice, the Company is in material breach of its obligations under this Agreement without your express written consent; provided provided, however, that, with the exception of clause (i) below, this Agreement shall not so terminate if such notice is the first such notice of termination delivered by you pursuant to this Section 4.2 and within such 3015-day period the Company shall have cured all such material breaches. Any such notice of termination for Good Reason must be provided to the Company within 90 days of any material breach of the Agreement. A material breach by the Company shall include, but not be limited to, (i) the Company’s material violation of Sections 2(a), 2(c) or 2(f) with respect to your title, reporting lines, authority, functions, duties, powers, responsibilities or place of employment, or (ii) the Company failing to cause any successor to all or substantially all of the business and assets of the Company expressly to assume the obligations of the Company under this Agreement as provided by Section 10.4 (Assignability). The Company shall have the right, exercisable by written notice to you, to terminate your employment under this Agreement without cause, which notice shall specify the effective date of such termination.

Termination by You for Good Reason and Termination by the Company Without Cause. Unless previously terminated pursuant to any other provision of this Agreement, you shall have the right, exercisable by written notice to the Company, to terminate your employment for “Good Reason” effective 30 days after the giving of such notice, if, at the time of the giving of such notice, the Company is in material breach of its obligations under this Agreement without your express written consent; provided however, with the exception of clause (i) below, this Agreement shall not so terminate if such notice is the first such notice of termination delivered by you pursuant to this Section 4.2 and within such 30-day period the Company shall have cured all such material breaches. Any such notice of termination for Good Reason must be provided to the Company within 90 days of any material breach of the Agreement. A material breach by the Company shall include, but not be limited to, (i) the Company’s material violation of Sections 2(a) or 2(f) with respect to your title, authority, functions, duties, powers, responsibilities or place of employment, or (ii) the Company failing to cause any successor to all or substantially all of the business and assets of the Company expressly to assume the obligations of the Company under this Agreement as provided by Section 10.4 (Assignability). The Company shall have the right, exercisable by written notice to you, to terminate your employment under this Agreement without cause, which notice shall specify the effective date of such termination.

Termination by You for Good Reason and Termination by the Company Without Cause. Unless previously terminated pursuant to any other provision of this Agreement, you shall have the right, exercisable by written notice to the Company, to terminate your employment for “Good Reason” effective 30 15 days after the giving of such notice, if, at the time of the giving of such notice, the Company is in material breach of its obligations under this Agreement without your express written consent; provided provided, however, that, with the exception of clause (i) below, this Agreement shall not so terminate if such notice is the first such notice of termination delivered by you pursuant to this Section 4.2 and within such 3015-day period the Company shall have cured all such material breaches. Any such notice of termination for Good Reason must be provided to the Company within 90 days of any material breach of the Agreement. A material breach by the Company shall include, but not be limited to, (i) the Company’s material violation of Sections 2(a), 2(c) or 2(f) with respect to your title, reporting lines, authority, functions, duties, powers, responsibilities or place of employment, or (ii) the Company failing to cause any successor to all ail or substantially all of the business and assets of the Company expressly to assume the obligations of the Company under this Agreement as provided by Section 10.4 (Assignability). The Company shall have the right, exercisable by written notice to you, to terminate your employment under this Agreement without cause, which notice shall specify the effective date of such termination.