Breach Termination definition
Breach Termination means a termination of your employment by you by written Termination Notice given to the Company within 90 days after the occurrence of any action or inaction that constitutes a material breach by the Company of the Agreement. A Termination Notice for a Breach Termination shall indicate the specific action or inaction that constitutes the material breach, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for the Breach Termination, and shall provide the Company a minimum of 30 days in which to remedy such facts or circumstances. Your failure to set forth in such Termination Notice any facts or circumstances which contribute to the showing of Breach Termination shall not constitute your waiver of any right hereunder or preclude you from asserting such fact or circumstance in enforcing your rights hereunder. The Termination Notice for a Breach Termination shall provide for a date of termination not less than 30 nor more than 60 days after the date such Termination Notice is given. Notwithstanding the foregoing, should a termination of employment by the Company without Cause or a Breach Termination occur within six months prior to, or within two years after, a Change of Control, your termination shall be considered a Change of Control Termination and you shall vest in the payments and benefits set forth in Exhibit A. Any such payments or benefits shall be offset by any payments or benefits that you may have been already paid or received due to the occurrence of the termination of employment prior to the Change of Control, and shall be paid in accordance with Exhibit A.
Breach Termination means a termination of your employment by you due to a material breach by the Company either prior to a Change of Control or following two years after the occurrence of a Change of Control, of the provisions of this Agreement, which breach is not cured within thirty (30) days following notice by you to the Company of such breach which specifies in detail the circumstances giving rise to such breach. In order for a termination by you to be a Breach Termination, you must give notice to the Company of a material breach by the Company of this Agreement within 60 days of the date you learn of the circumstances giving rise to such material breach and you must actually give a Termination Notice in accordance with Section 1 within the 30-day period following the expiration of the Company's cure period for such breach.