Common use of Termination for Good Reason Clause in Contracts

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety (90) days after the occurrence of the Good Reason event, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s express written consent, of any of the following circumstances: (i) any material diminution of Executive’s positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s employment for Cause or Disability or as a result of Executive’s death, or temporarily as a result of Executive’s illness or other absence), or, the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s then position; (ii) removal of, or the non-reelection of, Executive from officer positions with the Company specified herein without election to a higher position or removal of Executive from any of his then officer positions; (iii) a relocation of the Company’s executive office in Connecticut to a location more than thirty-five (35) miles from its current location or more than thirty-five (35) miles further from Executive’s residence at the time of relocation; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “Bonus Plans”), provided that any such Bonus Plans may be modified at the Company’s discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“Substitute Plans”), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus as Executive participated in prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any provision of this Agreement, including, without limitation, Section 12 hereof; or (vi) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, the obligations of the Company hereunder.

Termination for Good Reason. A Termination for Good Reason means --------------------------- a termination by Executive by written notice given within ninety sixty (9060) days after the occurrence of the Good Reason event. For purposes of this Agreement, "Good Reason" shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive's express written consent, of any of the following circumstances, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s express written consent, of any of the following circumstances: ): (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absence), or, or the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s then position's position as Chief Executive Officer; (ii) removal ofof the Executive from, or the non-non reelection ofof the Executive to, Executive from officer the positions with the Company specified herein without election to a higher position or removal of Executive from any of his then officer positionsherein; (iii) a relocation of the Company’s 's principal United States executive office in Connecticut offices to a location more than thirty-five fifty (3550) miles from its current location Portland, Oregon, or more than thirty-five (35) miles further a relocation of Executive away from Executive’s residence at the time of relocationsuch principal United States executive office; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “"Bonus Plans”"), provided that any such Bonus Plans may be modified at the Company’s 's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus and substantially the same level of criteria for achievability thereof as Executive participated in immediately prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any material provision of this Agreement, including, without limitation, Section 12 hereof; or (vi) executive's removal from or failure to be reelected to the Board; (vii) a failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, the obligations of the Company hereunder; or (viii) a failure of the Committee to grant the Executive an award of Options in accordance with Sections 4(b) hereof, unless the applicable circumstances under (i) through (vii) are fully corrected prior to the date of termination specified in the notice of termination for Good Reason.

Termination for Good Reason. A Termination for Good Reason means --------------------------- a termination by Executive by written notice given within ninety sixty (9060) days after the occurrence of the Good Reason event. For purposes of this Agreement, "Good Reason" shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive's express written consent, of any of the following circumstances, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s express written consent, of any of the following circumstances: ): (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absence), or, or the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s then position's position as President; (ii) removal ofof the Executive from, or the non-non reelection ofof the Executive to, Executive from officer the positions with the Company specified herein without election to a higher position or removal of Executive from any of his then officer positionsherein; (iii) a relocation of the Company’s 's principal United States executive office in Connecticut offices to a location more than thirty-five fifty (3550) miles from its current location Portland, Oregon, or more than thirty-five (35) miles further a relocation of Executive away from Executive’s residence at the time of relocationsuch principal United States executive office; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “"Bonus Plans”"), provided that any such Bonus Plans may be modified at the Company’s 's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus and substantially the same level of criteria for achievability thereof as Executive participated in immediately prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any material provision of this Agreement, including, without limitation, Section 12 hereof; or (vi) executive's removal from or failure to be reelected to the Board; (vii) a failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, the obligations of the Company hereunder; or (viii) a failure of the Committee to grant the Executive an award of Options in accordance with Sections 4(b) hereof, unless the applicable circumstances under (i) through (vii) are fully corrected prior to the date of termination specified in the notice of termination for Good Reason.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety (90) days after the occurrence of the Good Reason event, event unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “"Good Reason” " shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s 's express written consent, of any of the following circumstances: (i) any material diminution of Executive’s 's then positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absenceabsence or as otherwise provided in Section 2(a) hereof), or, or the assignment to Executive of duties or responsibilities (other than with regard to the Spinoff) that are inconsistent with Executive’s 's then position; , (ii) removal of, or the non-reelection nonreelection of, the Executive from officer the positions with the Company specified herein without election except on or after September 15, 1999 and prior to a higher position or removal of Executive from any of his then officer positionsChange in Control; (iii) a relocation of the Company’s 's executive office in Connecticut offices to a location more than thirtytwenty-five (3525) miles from its current location or more than thirty-five (35) miles further from Executive’s residence at their locations on the time of relocationCommencement Date; (iv) a failure by the Company Company, except as otherwise specifically provided herein, (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate on the Commencement Date (the “"Bonus Plans”"), provided that any such Bonus Plans may be modified at the Company’s 's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus and substantially the same level of criteria for achievability thereof as Executive participated in prior to any change in such plans or awards, in accordance with on the Bonus Plans and the Substitute PlansCommencement Date; (v) any material breach by the Company of any provision of this Agreement, including, including without limitation, limitation Section 12 11 hereof; or (vi) Executive's removal from the Board; (vii) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, the obligations of the Company hereunder; or (viii) a failure of the Compensation Committee to grant the Executive awards of Restricted Stock in accordance with Section 4(b).

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety sixty (9060) days after the occurrence of the Good Reason event. For purposes of this Agreement, "Good Reason" shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive's express written consent, of any of the following circumstances, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s express written consent, of any of the following circumstances: ): (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absence), or, or the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s then position's position as President; (ii) removal ofof Executive from, or the non-non reelection ofof Executive to, Executive from officer the positions with the Company specified herein without election to a higher position or removal of Executive from any of his then officer positionsherein; (iii) a relocation of the Company’s 's principal United States executive office in Connecticut offices to a location more than thirty-five fifty (3550) miles from its current location Portland, Oregon, or more than thirty-five (35) miles further a relocation of Executive away from Executive’s residence at the time of relocationsuch principal United States executive office; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “"Bonus Plans”"), provided that any such Bonus Plans may be modified at the Company’s 's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus and substantially the same level of criteria for achievability thereof as Executive participated in immediately prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any material provision of this Agreement, including, without limitation, Section 12 hereof; or (vi) executive's removal from or failure to be reelected to the Board; (vii) a failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, such the obligations of the Company hereunder; or (viii) a failure of the Committee to grant Executive an award of Options in accordance with Section 4 hereof, unless the applicable circumstances under (i) through (viii) are fully corrected prior to the date of termination specified in the notice of termination for Good Reason.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety (90) days after the occurrence of the Good Reason event, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s express written consent, of any of the following circumstances: (i) any material diminution of Executive’s positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s employment for Cause or Disability or as a result of Executive’s death, or temporarily as a result of Executive’s illness or other absence), or, the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s then position; (ii) removal of, or the non-reelection of, the Executive from officer positions with the Company specified herein without election to a higher position or removal of the Executive from any of his then officer positions; (iii) a relocation of the Company’s executive office in Connecticut to a location more than thirty-five (35) miles from its current location or more than thirty-five (35) miles further from the Executive’s residence at the time of relocation; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “Bonus Plans”), provided that any such Bonus Plans may be modified at the Company’s discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“Substitute Plans”), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus as Executive participated in prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any provision of this Agreement, including, including without limitation, limitation Section 12 hereof; or (vi) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, the obligations of the Company hereunder.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety sixty (9060) days after the occurrence of the Good Reason event. For purposes of this Agreement, "Good Reason" shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive's express written consent, of any of the following circumstances, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s express written consent, of any of the following circumstances: ): (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absence), or, or the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s then 's position; (ii) removal ofof Executive from, or the non-non reelection ofof Executive to, Executive from officer the positions with the Company specified herein without election to a higher position or removal of Executive from any of his then officer positionsherein; (iii) except as otherwise provided in Section 2(c) hereof, a relocation of the Company’s 's principal United States executive office in Connecticut offices to a location more than thirty-five fifty (3550) miles from its current location Portland, Oregon, or more than thirty-five a relocation of Executive away from such principal United States executive office (35) miles further from Executive’s residence at except to the time of relocationNew York City area); (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “"Bonus Plans”"), provided that any such Bonus Plans may be modified at the Company’s 's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus and substantially the same level of criteria for achievability thereof as Executive participated in immediately prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any material provision of this Agreement, including, without limitation, Section 12 hereof; or (vi) a failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, such the obligations of the Company hereunder; (vii) a failure of the Committee to grant Executive an award of Options in accordance with Section 4 hereof, unless the applicable circumstances under (i) through (vii) are fully corrected prior to the date of termination specified in the notice of termination for Good Reason; or (viii) failure of the Company's Compensation Committee and the Executive to mutually agree on changes to, or new performance goals for the next Annual Period.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety sixty (9060) days after the occurrence of the Good Reason event. For purposes of this Agreement, "Good Reason" shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive's express written consent, of any of the following circumstances, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s express written consent, of any of the following circumstances: ): (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absence), or, or the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s then 's position; (ii) removal ofof Executive from, or the non-non reelection ofof Executive to, Executive from officer the positions with the Company specified herein without election to a higher position or removal of Executive from any of his then officer positionsherein; (iii) a relocation of the Company’s 's principal United States executive office in Connecticut offices to a location more than thirty-five fifty (3550) miles from its current location Portland, Oregon, or more than thirty-five (35) miles further a relocation of Executive away from Executive’s residence at the time of relocationsuch principal United States executive office; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “"Bonus Plans”"), provided that any such Bonus Plans may be modified at the Company’s 's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus and substantially the same level of criteria for achievability thereof as Executive participated in immediately prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any material provision of this Agreement, including, without limitation, Section 12 hereof; or (vi) a failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, such the obligations of the Company hereunder; or (vii) a failure of the Committee to grant Executive an award of Options in accordance with Section 4 hereof, unless the applicable circumstances under (i) through (vii) are fully corrected prior to the date of termination specified in the notice of termination for Good Reason.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety sixty (9060) days after the occurrence of the Good Reason event. For purposes of this Agreement, "Good Reason" shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive's express written consent, of any of the following circumstances, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s express written consent, of any of the following circumstances: ): (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absence), or, or the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s then position's position as Chief Executive Officer; (ii) removal ofof Executive from, or the non-non reelection ofof Executive to, Executive from officer the positions with the Company specified herein without election to a higher position or removal of Executive from any of his then officer positionsherein; (iii) a relocation of the Company’s 's principal United States executive office in Connecticut offices to a location more than thirty-five fifty (3550) miles from its current location Portland, Oregon, or more than thirty-five (35) miles further a relocation of Executive away from Executive’s residence at the time of relocationsuch principal United States executive office; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “"Bonus Plans”"), provided that any such Bonus Plans may be modified at the Company’s 's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus and substantially the same level of criteria for achievability thereof as Executive participated in immediately prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any material provision of this Agreement, including, without limitation, Section 12 hereof; or (vi) executive's removal from or failure to be reelected to the Board or removal or failure to be elected Chairman of the Board; (vii) a failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, such the obligations of the Company hereunder; or (viii) a failure of the Committee to grant Executive an award of Options in accordance with Section 4 hereof, unless the applicable circumstances under (i) through (viii) are fully corrected prior to the date of termination specified in the notice of termination for Good Reason.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety (90) days after Executive learns of the occurrence of the Good Reason event, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d9(d) hereof). For purposes of this Agreement, “"Good Reason” " shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s 's express written consent, of any of the following circumstances: (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder (except except, in each case case, in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s illness or other absence's illness), or, the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s 's then position; (ii) removal of, ; or the non-reelection nonreelection of, Executive from officer positions with the Company specified herein without election to a higher position or removal of Executive from any of his her then officer positions; (iii) a relocation of the Company’s 's executive office in Connecticut to a location more than thirty-five (35) miles from its the current location or more than thirty-five (35) miles further from Executive’s 's residence at the time of relocation; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “"Bonus Plans”"), provided that any such Bonus Plans may be modified at the Company’s 's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus as Executive participated in prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any provision of this Agreement, including, including without limitationlimitation Section 3, Section 12 4 or Section 13 hereof; (vi) Executive's removal from or failure to be elected or reelected to the Board; or (vivii) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume assume, in a writing delivered to Executive upon the assignee becoming such, the obligations of the Company hereunder.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety sixty (9060) days after the occurrence of the Good Reason event. For purposes of this Agreement, "Good Reason" shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive's express written consent, of any of the following circumstances, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s express written consent, of any of the following circumstances: ): (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absence), or, or the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s then position's position as Chief Executive Officer; (ii) removal ofof Executive from, or the non-non reelection ofof Executive to, Executive from officer the positions with the Company specified herein without election to a higher position or removal of Executive from any of his then officer positionsherein; (iii) a relocation of the Company’s 's principal United States executive office in Connecticut offices to a location more than thirty-five fifty (3550) miles from its current location Portland, Oregon, or more than thirty-five (35) miles further a relocation of Executive away from Executive’s residence at the time of relocationsuch principal United States executive office; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “"Bonus Plans”"), provided that any such Bonus Plans may be modified at the Company’s 's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus and substantially the same level of criteria for achievability thereof as Executive participated in immediately prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any material provision of this Agreement, including, without limitation, Section 12 hereof; or (vi) executive's removal from or failure to be reelected to the Board; (vii) a failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, such the obligations of the Company hereunder; or (viii) a failure of the Committee to grant Executive an award of Options in accordance with Section 4 hereof, unless the applicable circumstances under (i) through (viii) are fully corrected prior to the date of termination specified in the notice of termination for Good Reason.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety sixty (9060) days after the occurrence of the Good Reason event. For purposes of this Agreement, "Good Reason" shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive's express written consent, of any of the following circumstances, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s express written consent, of any of the following circumstances: ): (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absence), or, or the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s then 's position; (ii) removal ofof Executive from, or the non-non reelection ofof Executive to, Executive from officer the positions with the Company specified herein without election to a higher position or removal of Executive from any of his then officer positionsherein; (iii) a relocation of the Company’s 's principal United States executive office in Connecticut offices to a location more than thirty-five fifty (3550) miles from its current location Portland, Oregon, or more than thirty-five a relocation of Executive away from such principal United States executive office (35) miles further from Executive’s residence at except to the time of relocationNew York City area); (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “"Bonus Plans”"), provided that any such Bonus Plans may be modified at the Company’s 's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus and substantially the same level of criteria for achievability thereof as Executive participated in immediately prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any material provision of this Agreement, including, without limitation, Section 12 hereof; or (vi) a failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, such the obligations of the Company hereunder; or (vii) a failure of the Committee to grant Executive an award of Options in accordance with Section 4 hereof, unless the applicable circumstances under (i) through (vii) are fully corrected prior to the date of termination specified in the notice of termination for Good Reason.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety sixty (9060) days after the occurrence of the Good Reason event. For purposes of this Agreement, "Good Reason" shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive's express written consent, of any of the following circumstances, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s express written consent, of any of the following circumstances: ): (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absence), or, or the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s then position's position as President; (ii) removal ofof Executive from, or the non-non reelection ofof Executive to, Executive from officer the positions with the Company specified herein without election to a higher position or removal of Executive from any of his then officer positionsherein; (iii) a relocation of the Company’s 's principal United States executive office in Connecticut offices to a location more than thirty-five fifty (3550) miles from its current location Portland, Oregon, or more than thirty-five (35) miles further a relocation of Executive away from Executive’s residence at the time of relocationsuch principal United States executive office; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “"Bonus Plans”)") as of December 31, 2001, provided that any such Bonus Plans may be modified at the Company’s 's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis (as of December 31, 2001) as to potential amount of the bonus and substantially the same level of criteria for achievability thereof as Executive participated in immediately prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any material provision of this Agreement, including, without limitation, Section 12 hereof; or (vi) executive's removal from or failure to be reelected to the Board; (vii) a failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, such the obligations of the Company hereunder; or (viii) a failure of the Committee to grant Executive an award of Options in accordance with Section 4 hereof, unless the applicable circumstances under (i) through (viii) are fully corrected prior to the date of termination specified in the notice of termination for Good Reason.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety (90) days after the occurrence of the Good Reason event, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d8(d) hereof). For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s express written consent, of any of the following circumstances: (i) any material diminution of Executive’s positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s employment for Cause or Disability or as a result of Executive’s death, or temporarily as a result of Executive’s illness or other absence), or, the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s then position; (ii) removal of, or the non-reelection of, the Executive from officer positions with the Company specified herein without election to a higher position or removal of the Executive from any of his then officer positions; (iii) a relocation of the Company’s executive office in Connecticut to a location more than thirty-five (35) miles from its current location or more than thirty-five (35) miles further from the Executive’s residence at the time of relocation; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “Bonus Plans”), provided that any such Bonus Plans may be modified at the Company’s discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“Substitute Plans”), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus as Executive participated in prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any provision of this Agreement, including, including without limitation, limitation Section 12 13 hereof; or (vi) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, the obligations of the Company hereunder.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety (90) days after the occurrence of the Good Reason event, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d8(d) hereof). For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s express written consent, of any of the following circumstances: (i) any material diminution of Executive’s positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s employment for Cause or Disability or as a result of Executive’s death, or temporarily as a result of Executive’s illness or other absence), or, the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s then position; (ii) removal of, or the non-reelection of, Executive from officer positions with the Company specified herein without election to a higher position or removal of Executive from any of his then officer positions; (iii) a relocation of the Company’s executive office in Connecticut to a location more than thirty-five (35) miles from its current location or more than thirty-five (35) miles further from Executive’s residence at the time of relocation; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “Bonus Plans”), provided that any such Bonus Plans may be modified at the Company’s discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“Substitute Plans”), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus as Executive participated in prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any provision of this Agreement, including, without limitation, Section 12 13 hereof; or (vi) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, the obligations of the Company hereunder.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety (90) days after the occurrence of the Good Reason event, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “"Good Reason” " shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s 's express written consent, of any of the following circumstances: (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absence), or, the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s 's then position; (ii) removal of, or the non-reelection nonreelection of, the Executive from officer positions with the Company specified herein without election to a higher position or removal of the Executive from any of his then officer positions; (iii) a relocation of the Company’s 's executive office in Connecticut to a location more than thirty-five (35) miles from its current location or more than thirty-five (35) miles further from the Executive’s 's residence at the time of relocation; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “"Bonus Plans”"), provided that any such Bonus Plans may be modified at the Company’s 's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus as Executive participated in prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any provision of this Agreement, including, including without limitation, limitation Section 12 hereof; or (vi) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, the obligations of the Company hereunder.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety (90) days after the occurrence of the Good Reason event, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “Good Reason” "GOOD REASON" shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s 's express written consent, of any of the following circumstances: (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absence)) including, without limitation, a change in Executive's reporting relationship such that Executive no longer reports directly to the Chief Executive Officer of the Company, or, the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s 's then position; (ii) removal of, or the non-reelection nonreelection of, the Executive from officer positions with the Company specified herein without election to a higher position or removal of the Executive from any of his then officer positions; (iii) a relocation of the Company’s 's executive office in Connecticut to a location more than thirty-five (35) miles from its current location or more than thirty-five (35) miles further from the Executive’s 's residence at the time of relocation; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “Bonus Plans”"BONUS PLANS"), provided that any such Bonus Plans may be modified at the Company’s 's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“Substitute Plans”"SUBSTITUTE PLANS"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus as Executive participated in prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any provision of this Agreement, including, including without limitation, limitation Section 12 hereof; or (vi) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, the obligations of the Company hereunder.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety (90) days after the occurrence of the Good Reason event, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s express written consent, of any of the following circumstances: (i) any material diminution of Executive’s positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s employment for Cause or Disability or as a result of Executive’s death, or temporarily as a result of Executive’s illness or other absence), ) or, the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s then position; (ii) removal of, or the non-reelection of, Executive from officer positions with the Company specified herein without election to a higher position or removal of Executive from any of his then officer positions; (iii) a relocation of the Company’s executive office in Connecticut to a location more than thirty-five (35) miles from its current location or more than thirty-five (35) miles further from Executive’s residence at the time of relocation; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “Bonus Plans”), provided that any such Bonus Plans may be modified at the Company’s discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“Substitute Plans”), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus as Executive participated in prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any provision of this Agreement, including, without limitation, Section 12 hereof; or (vi) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, the obligations of the Company hereunder.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety (90) days after the occurrence of the Good Reason event. For purposes of this Agreement, "Good Reason" shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive's express written consent, of any of the following circumstances, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s express written consent, of any of the following circumstances: ): (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absence), or, after a Change in Control, the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s then position's position as Group Vice President; (ii) removal Removal of, or the non-reelection nonreelection of, the Executive from the officer positions positions, if any, with the Company specified herein without election to a materially comparable or higher position or removal of Executive from any of his then officer positionsposition; (iii) a A relocation of the Company’s 's principal United States executive office in Connecticut offices to a location more than both thirty-five (35) miles from its current location or more than Iselin, New Jersey and thirty-five (35) miles further from Executive’s his residence at the time of relocation; (iv) After a Change of Control, a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate immediately prior to the Change of Control (the “"Bonus Plans”"), provided that any such Bonus Plans may be modified at the Company’s 's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus and substantially the same level of criteria for achievability thereof as Executive participated in immediately prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any Any material breach by the Company of any provision of this Agreement, includingincluding without limitation Section 11 hereof; (vi) if on the Board at the time of a Change in Control, without limitation, Section 12 hereofExecutive's removal from or failure to be reelected to the Board thereafter; or (vivii) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, the obligations of the Company hereunder.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety (90) days after the occurrence of the Good Reason event, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d8(d) hereof). For purposes of this Agreement, “"Good Reason” " shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s 's express written consent, of any of the following circumstances: (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absence), or, the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s 's then position; (ii) removal of, or the non-reelection nonreelection of, the Executive from officer positions with the Company specified herein without election to a higher position or removal of the Executive from any of his then officer positions; (iii) a relocation of the Company’s 's executive office in Connecticut to a location more than thirty-five (35) miles from its current location or more than thirty-five (35) miles further from the Executive’s 's residence at the time of relocation; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “"Bonus Plans”"), provided that any such Bonus Plans may be modified at the Company’s 's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus as Executive participated in prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any provision of this Agreement, including, including without limitation, limitation Section 12 13 hereof; or (vi) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, the obligations of the Company hereunder.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety (90) days after the occurrence of the Good Reason event. For purposes of this Agreement, "Good Reason" shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive's express written consent, of any of the following circumstances, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s express written consent, of any of the following circumstances: ): (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder as of the Effective Date (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absenceabsence and provided that a reduction in the size of the Company or size or number of the units for which Executive has responsibilities as a result of dispositions, shall not be a material diminution), or, the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s then position; (ii) removal of, or the non-reelection of, Executive from officer positions with the Company specified herein without election to a higher position or removal of Executive from any of his then officer positions; (iii) a relocation of the Company’s executive Executive's principal office in Connecticut to a location more than thirty-five fifty (3550) miles from its current location or more than thirty-five (35) miles further from Executive’s residence at the time of relocationAddison, Texas; (iviii) after a failure by the Company (AChange in Control, a failure(A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate immediately prior to the Effective Date (the “"Bonus Plans”"), provided that any such Bonus Plans may be modified at the Company’s discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus and substantially the same level of criteria for achievability thereof as Executive participated in immediately prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (viv) any material breach by the Company USI of any provision of this Agreement, including, without limitation, Section 12 hereof; or (viv) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing writing, delivered to Executive upon the assignee becoming such, the obligations of USI hereunder or (vi) a failure of the Company hereunderCompensation Committee of the board of USI to grant the Executive awards of Restricted Stock and Options in accordance with Section 4(c) and Section 4(d) hereof.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety sixty (9060) days after the occurrence of the Good Reason event. For purposes of this Agreement, "Good Reason" shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive's express written consent, of any of the following circumstances, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s express written consent, of any of the following circumstances: ): (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absenceabsence or as a result of non-renewal or expiration of the Employment Term), or, or the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s then position's position as Chief Executive Officer; (ii) removal ofof Executive from, or the non-non reelection ofof Executive to, Executive from officer the positions with the Company specified herein without election to a higher position or removal of Executive from any of his then officer positionsherein; (iii) a relocation of the Company’s 's principal United States executive office in Connecticut offices to a location more than thirty-five fifty (3550) miles from its current location Portland, Oregon, or more than thirty-five (35) miles further a relocation of Executive away from Executive’s residence at the time of relocationsuch principal United States executive office; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “"Bonus Plans”)") as of December 31, 2001, provided that any such Bonus Plans may be modified at the Company’s 's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis (as of December 31, 2001) as to potential amount of the bonus and substantially the same level of criteria for achievability thereof as Executive participated in immediately prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any material provision of this Agreement, including, without limitation, Section 12 hereof; or (vi) executive's removal from or failure to be reelected to the Board or removal or failure to be elected Chairman of the Board; (vii) a failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, such the obligations of the Company hereunder; or (viii) a failure of the Committee to grant Executive an award of Options in accordance with Section 4 hereof, unless the applicable circumstances under (i) through (viii) are fully corrected prior to the date of termination specified in the notice of termination for Good Reason.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety (90) days after the occurrence of the Good Reason event, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d8(d) hereof). For purposes of this Agreement, “"Good Reason” " shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s 's express written consent, of any of the following circumstances: (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absence), or, the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s 's then position; (ii) removal ofof the Executive from, or the non-reelection of, of the Executive from to his officer positions position(s) with the Company as specified herein without his election (with his consent) to a higher officer position (or removal of Executive from any of his then officer positions); (iii) a relocation of the Company’s 's executive office in Connecticut to a location more than thirty-five (35) miles from its current location or more than thirty-five (35) miles further from the Executive’s 's residence at the time of relocation; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “"Bonus Plans”"), provided that any such Bonus Plans may be modified at the Company’s 's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus as Executive participated in prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any provision of this Agreement, including, including without limitation, limitation Section 12 13 hereof; or (vi) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, the obligations of the Company hereunder.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety (90) days after the occurrence of the Good Reason event. For purposes of this Agreement, "Good Reason" shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive's express written consent, of any of the following circumstances, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s express written consent, of any of the following circumstances: ): (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder as of the Effective Date (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absenceabsence and provided that a reduction in the size of the Company or size or number of the units for which Executive has responsibilities as a result of dispositions, shall not be a material diminution), or, the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s then position; (ii) removal of, or the non-reelection of, Executive from officer positions with the Company specified herein without election to a higher position or removal of Executive from any of his then officer positions; (iii) a relocation of the Company’s executive Executive's principal office in Connecticut to a location more than thirty-five fifty (3550) miles from its current location or more than thirty-five (35) miles further from Executive’s residence at the time of relocationAddison, Texas; (iviii) after a Change in Control, a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate immediately prior to the Effective Date (the “"Bonus Plans”"), provided that any such Bonus Plans may be modified at the Company’s discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus and substantially the same level of criteria for achievability thereof as Executive participated in immediately prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (viv) any material breach by the Company USI of any provision of this Agreement, including, without limitation, Section 12 hereof; or (viv) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing writing, delivered to Executive upon the assignee becoming such, the obligations of USI hereunder or (vi) a failure of the Company hereunderCompensation Committee of the board of USI to grant the Executive awards of Restricted Stock and Options in accordance with Section 4(c) and Section 4(d) hereof.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety (90) days after the occurrence of the Good Reason event, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d) hereof). For purposes of this Agreement, “"Good Reason” " shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s 's express written consent, of any of the following circumstances: (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absence), or, the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s then position; (ii) removal of, or the non-reelection nonreelection of, the Executive from the officer positions positions, if any, with the Company specified herein without election to a materially comparable or higher position (provided, however, removal from the position of Treasurer shall not be a violation of this subsection (ii) or removal of Executive from any of his then officer positions(i) above); (iii) a relocation of the Company’s 's executive office in Connecticut New Jersey to a location more than both thirty-five (35) miles from Iselin, New Jersey and thirty-five (35) miles from the Executive's residence at the time of relocation or relocation of the Executive's office to a location more than thirty-five (35) miles from its current location or more than thirty-five (35) miles further from Executive’s residence at the time of relocationCompany's executive office in New Jersey; (iv) after a Change of Control, a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate immediately prior to the Change of Control (the “"Bonus Plans”"), provided that any such Bonus Plans may be modified at the Company’s 's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus as Executive participated in prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any provision of this Agreement, including, including without limitation, limitation Section 12 hereof; or (vi) a failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, the obligations of the Company hereunder; or (vii) a failure of the Company to grant stock options within ninety (90) days after the Commencement Date in an aggregate amount of exercise price (which shall be fair market value at the time of grant) multiplied by number of options of at least $1,100,000 and, as to other provisions materially in the aggregate no less favorable to the Executive than the recommendations required by Section 4(b) hereof.

Termination for Good Reason. A Termination for Good Reason means a termination by Executive by written notice given within ninety (90) days after the occurrence of the Good Reason event, unless such circumstances are fully corrected prior to the date of termination specified in the Notice of Termination for Good Reason (as defined in Section 7(d8(d) hereof). For purposes of this Agreement, “"Good Reason” " shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s 's express written consent, of any of the following circumstances: (i) any material diminution of Executive’s 's positions, duties or responsibilities hereunder (except in each case in connection with the termination of Executive’s 's employment for Cause or Disability or as a result of Executive’s 's death, or temporarily as a result of Executive’s 's illness or other absence), or, the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s 's then position; (ii) removal of, or the non-reelection nonreelection of, the Executive from officer positions with the Company specified herein without election to a higher position or removal of the Executive from any of his then officer positions; (iii) a relocation of the Company’s 's executive office in Connecticut to a location more than thirty-five (35) miles from its current location or more than thirty-five (35) miles further from the Executive’s 's residence at the time of relocation; (iv) a failure by the Company (A) to continue any bonus plan, program or arrangement in which Executive is entitled to participate (the “"Bonus Plans”"), provided that any such Bonus Plans may be modified at the Company’s 's discretion from time to time but shall be deemed terminated if (x) any such plan does not remain substantially in the form in effect prior to such modification and (y) if plans providing Executive with substantially similar benefits are not substituted therefor (“"Substitute Plans”"), or (B) to continue Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to potential amount of the bonus as Executive participated in prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans; (v) any material breach by the Company of any provision of this Agreement, including, including without limitation, limitation Section 12 13 hereof; (vi) Executive's removal from or failure to be elected or reelected to the Board; or (vivii) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, the obligations of the Company hereunder.