Common use of Termination without Cause or Resignation with Good Reason Clause in Contracts

Termination without Cause or Resignation with Good Reason. In the event Executive's employment is involuntarily terminated by Company without Cause or by Executive's resignation with Good Reason during the Employment Period, Company shall (i) pay the Executive the payment described in Section 3(d)(ii), if any, (ii) continue to provide Executive the base salary described in Section 3 hereof for a period of one year from the date of termination and (iii) pay an annual bonus for the year in which the date of termination occurs at the time bonuses for such year are paid to executives generally, determined on the basis of performance factor one (or similar target performance level). Executive will be deemed to have "Good Reason" to resign in the event (A) a significant reduction in Executive's duties from those described in Section 2 above occurs, other than by reason of the Company becoming an affiliate of Parent and ceasing to be a public corporation as a result of the transactions contemplated by the Merger Agreement, or (B) a material breach by the Parent or Company of its obligations under Section 3 or 4 of this Agreement occurs, and such reduction or breach continues after written notice thereof and a reasonable opportunity to cure of not less than 30 days has been provided by the Executive to the Parent and Company.