Common use of The Termination Payment Clause in Contracts

The Termination Payment. For purposes of the Incentive Compensation Plan, the termination by the Employee of the Employment Period for Good Reason pursuant to this Section 3(e) shall be treated under the Incentive Compensation Plan as a termination of employment by the Employer without Cause. For purposes of this Agreement, "Good Reason" means (w) the assignment to the Employer of any duties or responsibilities which are materially inconsistent with the Employer's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated hereby, or any other action by the Employer which results in a material diminution in such position, authority, duties or responsibilities; (x) a significant reduction by the Employer in the compensation (including salary and bonuses) and/or benefits provided to the Employee hereunder; (y) any material breach or violation of any material provision of this Agreement or the Stockholders' Agreement by the Employer or JGD which is not cured promptly after receipt by the Employer or JGD of written notice from the Employee setting forth the specific breach or violation; or (z) the Employer's requiring the Employee to be based at any office or location outside of northern New Jersey.