Common use of For Good Reason Clause in Contracts

For Good Reason. Employee’s employment with Unitek shall terminate upon Employee giving written notice to Unitek of the termination of such employment for Good Reason (so long as such notice is given within thirty (30) days of the occurrence of such Good Reason or, if later, within thirty (30) days after Executive in the exercise of ordinary care shall first become aware of the occurrence of such Good Reason); provided, that Executive’s continued employment after the occurrence of any Good Reason to such proper notice date shall not constitute consent to, or a waiver of rights with respect to, any such occurrence of Good Reason; and provided, further, however, in the event of termination for Good Reason, (A) Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employee’s execution and delivery of the Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (at the rate then in effect) for the Severance Period, payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in accordance with Unitek’s then current bonus payment practices. In addition, 100% of all of Employee’s unvested Awarded Securities shall accelerate, vest and pay as of the date of Employee’s termination of employment for Good Reason.

For Good Reason. EmployeeFor purposes of this Agreement, “Good Reason” shall mean (i) for any Executive who has an employment agreement with the Company or one of its Affiliates, the definition of “Good Reason” in such agreement if so defined, or (ii) for any Executive not described in (i), (a) a material reduction by the Company in such Executive’s employment with Unitek shall terminate upon Employee giving written notice annual base salary or target incentive compensation opportunity, (b) a material reduction in the aggregate level of employee benefits made available to Unitek the Executive when compared to the benefits made available to the Executive at any time during the Executive’s employment, unless the reduction is applicable to senior executives of the termination Company generally, (c) a material diminution in the Executive’s duties or responsibilities (other than as a result of the Executive’s physical or mental incapacity which impairs his ability to materially perform his duties or responsibilities as confirmed by a doctor reasonably acceptable to the Executive or his representative and such employment diminution lasts only for Good Reason (so long as such notice is given within thirty (30doctor determines such incapacity impairs the Executive’s ability to materially perform his duties or responsibilities) days of the occurrence of such Good Reason or, if later, within thirty (30) days after Executive in the exercise of ordinary care shall first become aware of the occurrence of such Good Reason)as an Executive; provided, however, that in no event shall there be deemed to be Good Reason with respect to the Executive on account of a lateral change to the Executive’s continued duties that does not affect the Executive’s reporting relationships, (d) the Company or one of its Affiliates requiring the Executive’s principal location of employment after to be at any office or location more than 35 miles from the occurrence principal headquarters of any Good Reason the Company to such proper notice date shall not constitute consent towhich the Executive currently reports (other than to the extent agreed to or requested by the Executive), or a waiver (e) failure of rights the Company or one of its Affiliates to comply with respect tothis Agreement, any in each case which is not cured within 30 days following the Company’s or one of its Affiliates’, as applicable, receipt of written notice from such occurrence of the Executive describing the event constituting Good Reason; and provided, further, however, in the provided that any event of termination for that would otherwise constitute “Good Reason, (A) Unitek ” hereunder shall pay cease to Employee as soon as practicable (allowing Unitek a reasonable period constitute “Good Reason” on the 30th day following the later of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employee’s execution and delivery of the Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (at the rate then in effect) for the Severance Period, payable to Employee in accordance with Unitek’s then current payroll practices occurrence thereof and (y) assesssuch the Executive’s knowledge thereof, reasonably promptly following unless such termination the Executive has given the Company or one of employment and its Affiliates, as of the date of applicable, written notice thereof prior to such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in accordance with Unitek’s then current bonus payment practices. In addition, 100% of all of Employee’s unvested Awarded Securities shall accelerate, vest and pay as of the date of Employee’s termination of employment for Good Reasondate.

For Good Reason. Employee’s employment with Unitek shall terminate upon Employee giving written notice to Unitek of the termination of such employment for Good Reason (so long as such notice is given within thirty (30) days of the occurrence of such Good Reason or, if later, within thirty (30) days after Executive in the exercise of ordinary care shall first become aware of the occurrence of such Good Reason); provided, that Executive’s continued employment after the occurrence of any Good Reason to such proper notice date shall not constitute consent to, or a waiver of rights with respect to, any such occurrence of Good Reason; and provided, further, however, in the event of termination for Good Reason, (A) Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employee’s execution and delivery of the Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (at the rate then in effect) for no less than a period of twenty-four (24) months after the Severance Perioddate of such termination of employment, payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in equal increments over no less than a twelve (12) month period after the date of such termination of employment, payable to Employee in accordance with Unitek’s then current bonus payment payroll practices. In addition, 100% of all of Employee’s unvested Awarded Securities shall accelerate, vest and pay as of the date of Employee’s termination of employment for Good Reason.

For Good Reason. EmployeeAt Executive’s election, Executive’s employment with Unitek shall terminate may be terminated for Good Reason (as defined below) upon Employee giving 30 days’ written notice to Unitek the Company. For purposes of this Agreement, “Good Reason” shall mean that one or more of the following actions occurred without Executive’s consent: (A) a material diminution in Executive’s base salary and/or a material adverse change in the terms of his participation in the Company’s performance incentive plans viewed in the aggregate; (B) a material diminution in Executive’s authority, duties or responsibilities under this Agreement, provided this will not apply if there is a substantial change in what constitutes the core of the Company’s operating business and Executive is employed in substantially equivalent positions of a substantially equivalent company (publicly or privately held); or (C) any other action or inaction that constitutes a material breach of the terms of this Agreement by the Company. In the event any of the occurrences in (A), (B) or (C) above have occurred, Executive may give written notice to the Company of Executive’s intention to terminate his employment in accordance with this Section 6(b)(i), such notice to state in detail the particular acts or failures to act that constitute the grounds on which the proposed termination for Good Reason is based and to be given within 60 days after the first occurrence of such acts or failures to act, whereupon the Company shall have 30 days following receipt of such notice to cure such acts or failures to act in all material respects. If the Company has not cured such acts or failures to act in all material respects within the 30-day cure period, then Executive’s employment shall be terminated immediately for Good Reason. Following a Change in Control, if Executive is offered continued employment, Executive shall have ten (10) days to choose whether to accept the offer of continued employment. Should Executive decline the offer of continued employment within ten (10) days of a Change in Control, and agrees to continue his employment with the Company or the Company’s successor for a period of up to nine (9) months following the Change in Control (the “Transition Period”), his employment shall terminate at the end of the Transition Period, such termination shall be deemed a termination for Good Reason and Executive shall be eligible for the applicable payments and benefits set forth in Section 7(c) at such time. Should Executive accept the offer, and should the offer of continued employment contain terms that result in the occurrence of (A) or (B) above, Executive shall, by his acceptance of such offer, waive his right to terminate his employment for Good Reason (so long as such notice is given within thirty (30) days based upon the terms of the occurrence of such Good Reason or, if later, within thirty (30) days after Executive in the exercise of ordinary care shall first become aware of the occurrence of such Good Reason); provided, that Executive’s continued employment after the occurrence of any Good Reason to such proper notice date shall not constitute consent to, or a waiver of rights with respect to, any such occurrence of Good Reason; and provided, further, however, in the event of termination for Good Reason, (A) Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employee’s execution and delivery of the Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (at the rate then in effect) for the Severance Period, payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in accordance with Unitek’s then current bonus payment practices. In addition, 100% of all of Employee’s unvested Awarded Securities shall accelerate, vest and pay as of the date of Employee’s termination of employment for Good Reasonoffer.

For Good Reason. Employee’s employment with Unitek shall Employee may terminate upon Employee giving written notice to Unitek of the termination of such employment this Agreement for Good Reason (so long as such notice is given within thirty (30) days of the occurrence of such Good Reason or, if later, within thirty (30) days after Executive in written notice to the exercise of ordinary care shall first become aware of the occurrence Company of such Good Reason); provided, that Executive’s continued employment after the occurrence of any Good Reason to such proper notice date shall not constitute consent to, or a waiver of rights with respect to, any such occurrence of event. A "Good Reason; " event shall be a material breach by the Company of this Agreement that occurred during the thirty (30) day period preceding the date of such written notice to the Company and provided, further, however, in is not remedied by the event of termination Company during the thirty (30) day period following such written notice. If Employee terminates his employment for Good Reason, Employee shall receive from the Company, in a lump-sum payment due within ten (A10) Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period days of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the effective date of such termination of employment and (B) Unitek shalltermination, subject to Employee’s execution and delivery of the Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (one year's base salary at the rate then in effect) . Upon termination of this Agreement for any reason, Employee shall be entitled to receive all compensation earned and all vested benefits and reimbursements due through the Severance Periodeffective date of termination. Except to the extent expressly provided above, payable to all other rights and obligations of the Company and Employee under this Agreement shall cease as of the effective date of termination, except that the Company's obligations under paragraph 8 herein and Employee's obligations under paragraphs 3, 6 and 7 herein shall survive such termination in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such their terms. If termination of Employee's employment and as arises out of the date Company's failure to pay Employee on a timely basis the amounts to which he is entitled under this Agreement or as a result of any other breach of this Agreement by the Company, as determined by a court of competent jurisdiction or pursuant to the provisions of paragraph 14 below, the Company shall pay all amounts and damages to which Employee may be entitled as a result of such terminationbreach, the operational including interest thereon and financial milestones established for the Bonus for the calendar year in which all reasonable legal fees and expenses and other costs incurred by Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such terminationenforce his rights hereunder. Further, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in accordance with Unitek’s then current bonus payment practices. In addition, 100% of all of Employee’s unvested Awarded Securities shall accelerate, vest and pay as none of the date provisions of Employee’s termination paragraph 3 shall apply in the event this Agreement is terminated as a result of employment for Good Reasona breach by the Company.

For Good Reason. which for purposes of this Agreement and the awards granted hereunder means, without Employee’s employment consent, (A) Carlyle willfully and materially breached a material provision of this Agreement other than Section 2.a. (for the avoidance of doubt, it shall not be a breach of this Agreement to not reach agreement in connection with Unitek shall terminate upon Employee giving written notice to Unitek any discussion in good faith undertaken pursuant hereto), (B) an adverse change in title or reporting line or removal from the Board or removal from being the Chairman of the termination Executive Committee or a member of the Management Committee; (C) a material diminution or material adverse modification in Employee’s authority, duties and responsibilities (whether or not accompanied by a change in title) as a whole as compared to Employee’s authority, duties and responsibilities as a whole immediately prior to such diminution or adverse change (with Employee’s authority, duties and responsibilities as a whole immediately prior to such diminution or adverse change determined taking into account any diminution or adverse changes that had previously occurred without the consent of Employee), but excluding for this purpose, isolated or insubstantial actions not taken in bad faith; (D) the relocation of Employee’s own office location as assigned to him by Employer to a location more than 30 miles outside of New York, New York or Washington, DC; or (E) the failure of Employer to obtain the assumption in writing or by operation of law of Employer’s obligation to Employee under this Agreement by any successor in a Change of Control; provided that for all of clauses (A) through (E) in which a correction or cure is possible, Employee may only terminate for Good Reason if Employee notifies Employer in writing of Employee’s intent to terminate Employee’s employment for Good Reason (so long as such notice is given within thirty (30) 60 days of Employee obtaining knowledge of the occurrence of such the event that has triggered Good Reason or(with such notice specifying in detail the basis for such termination) and, if laterafter such notification, within thirty (30) days after Executive in the exercise of ordinary care shall first become aware of the occurrence of such Good Reason); provided, that Executive’s continued employment after the occurrence of any Good Reason to such proper notice date shall has not constitute consent to, been corrected or a waiver of rights with respect to, any such occurrence of Good Reasoncured by Employer within 30 days thereof; and provided, further, however, in the event of termination for Good Reason, (A) Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employee’s execution and delivery of the Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (at the rate then in effect) for the Severance Period, payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in accordance with Unitek’s then current bonus payment practices. In addition, 100% of all of Employee’s unvested Awarded Securities shall accelerate, vest and pay as of the date of Employee’s termination of employment for Good Reason.or

For Good Reason. which for purposes of this Agreement and the awards granted hereunder means, without Employee’s employment consent, (A) Carlyle willfully and materially breached a material provision of this Agreement other than Section 2.a. (for the avoidance of doubt, it shall not be a breach of this Agreement to not reach agreement in connection with Unitek shall terminate upon Employee giving written notice to Unitek any discussion in good faith undertaken pursuant hereto), (B) an adverse change in title or reporting line or removal from the Board or removal from being the Chairman of the termination Management Committee or a member of the Executive Committee; (C) a material diminution or material adverse modification in Employee’s authority, duties and responsibilities (whether or not accompanied by a change in title) as a whole as compared to Employee’s authority, duties and responsibilities as a whole immediately prior to such diminution or adverse change (with Employee’s authority, duties and responsibilities as a whole immediately prior to such diminution or adverse change determined taking into account any diminution or adverse changes that had previously occurred without the consent of Employee), but excluding for this purpose, isolated or insubstantial actions not taken in bad faith; (D) the relocation of Employee’s own office location as assigned to him by Employer to a location more than 30 miles outside of New York, New York or Washington, DC; or (E) the failure of Employer to obtain the assumption in writing or by operation of law of Employer’s obligation to Employee under this Agreement by any successor in a Change of Control; provided that for all of clauses (A) through (E) in which a correction or cure is possible, Employee may only terminate for Good Reason if Employee notifies Employer in writing of Employee’s intent to terminate Employee’s employment for Good Reason (so long as such notice is given within thirty (30) 60 days of Employee obtaining knowledge of the occurrence of such the event that has triggered Good Reason or(with such notice specifying in detail the basis for such termination) and, if laterafter such notification, within thirty (30) days after Executive in the exercise of ordinary care shall first become aware of the occurrence of such Good Reason); provided, that Executive’s continued employment after the occurrence of any Good Reason to such proper notice date shall has not constitute consent to, been corrected or a waiver of rights with respect to, any such occurrence of Good Reasoncured by Employer within 30 days thereof; and provided, further, however, in the event of termination for Good Reason, (A) Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employee’s execution and delivery of the Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (at the rate then in effect) for the Severance Period, payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in accordance with Unitek’s then current bonus payment practices. In addition, 100% of all of Employee’s unvested Awarded Securities shall accelerate, vest and pay as of the date of Employee’s termination of employment for Good Reason.or

For Good Reason. EmployeeIf the Company or the Executive terminates the Executive’s employment with Unitek and such termination is not described in Section 4 or Section 5.1, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination (as defined below in this Section 5.2) other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, a pro rata bonus for any pending bonus periods in the current year (to the extent the performance goals for any such pending bonus period are subsequently determined to have been achieved), the portion of the Hiring Bonus not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination), (ii) the Executive shall receive a cash payment equal to the Severance Payment (as defined below in this Section 5.2) payable no later than 30 days after the Effective Date of the Termination, (iii) all unvested equity awards held by the Executive shall fully vest, provided, however, that if the equity awards are subject to performance vesting requirements such vesting will only occur to the extent the performance goals for any pending bonus period are subsequently determined to have been achieved, (iv) the Executive shall continue to receive health benefits for 12 months and (v) this Agreement shall otherwise terminate upon Employee giving written notice to Unitek the Effective Date of the termination of such Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). Notwithstanding the foregoing sentence, if the Company terminates Executive’s employment without Cause or Executive terminates employment for Good Reason on or within 12 months after a Change in Control, the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination (so long as such notice is given defined below in this Section 5.2) other than (i) the Executive shall receive his Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, a pro rata bonus (at target level) for any pending bonus periods in the current year and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination), (ii) the Executive shall receive the applicable Severance Payment, payable no later than 30 days after the Effective Date of the Termination (iii) the Executive shall receive continuation of health benefits for 12 months, (iv) all unvested equity awards held by the Executive shall fully vest and (v) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). The “Severance Payment” means one and one-half (1 1/2) times the Executive’s Annual Salary in effect on the day of termination provided that, if the Effective Date of Termination occurs within thirty (30) 365 days of following the occurrence of such Good Reason or, if later, within thirty (30) days after Executive a Change in Control pursuant to the exercise of ordinary care shall first become aware of Company’s termination without Cause or the occurrence of such Good Reason); provided, that Executive’s continued employment after the occurrence of any Good Reason to such proper notice date shall not constitute consent to, or a waiver of rights with respect to, any such occurrence of Good Reason; and provided, further, however, in the event of termination for Good ReasonReason (as defined below in this Section 5.1(b)), the Severance Payment means one and one-half (1 1/2) times the Executive’s Annual Salary and annual bonus at target level in effect on the day of termination. For purposes of this Section 5.2, (i) the “Effective Date of the Termination” shall mean the date of termination specified in the Company’s or the Executive’s notice of termination, as applicable, and (ii) a “Change in Control” shall mean: (a) the acquisition directly or indirectly by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company prior to the transaction) of beneficial ownership (within the meaning of Rule 13d-3 of the 0000 Xxx) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities; (b) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through have been Board members continuously since the date beginning of such termination of employment and period or (B) Unitek shall, subject to Employee’s execution and delivery have been elected or nominated for election as Board members during such period by at least a majority of the Release, which Release shall not have been revoked by Employee pursuant to the terms thereof Board members described in clause (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (xA) pay to Employee an amount equal to his Base Salary (at the rate then who were still in effect) for the Severance Period, payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved office at the time of such termination, Unitek shall pay Employee election or nomination was approved by the applicable pro-rata portion of such Bonus in accordance with Unitek’s then current bonus payment practices. In addition, 100% Board; or (c) a sale of all of Employee’s unvested Awarded Securities shall accelerate, vest and pay as or substantially all of the date assets of Employee’s termination of employment for Good Reasonthe Company to another person or entity (other than a person or entity that directly or indirectly controls, is controlled by, or is under common control with, the Company prior to the transaction).

For Good Reason. EmployeeExecutive shall have the right at any time to resign her employment under this Agreement For Good Reason. As used in this Agreement, “For Good Reason” shall mean any of the following: (i) a material diminution in the Executive’s employment Base Salary or Target Annual Cash Bonus, (ii) a material diminution in Executive’s title, authority, duties and responsibilities as compared to Executive’s title, authority, duties and responsibilities measured immediately after the Effective Date, (iii) any requirement that the Executive report to anyone but (A) the President and Chief Executive Officer or Chief Operating Officer of the ultimate parent entity, or (B) if the Company becomes a subsidiary or a division of another entity not engaged predominantly in the same business as the Company, the most senior executive or operating officer of such subsidiary or division, (iv) any material breach by the Company or related entities of this Agreement or the Executive’s other agreements with Unitek the Company or related entities, (v) there is a Change in Control and the successor to the Company, if applicable, does not assume and continue this Agreement, and (vi) any requirement by the Company that the Executive relocate her personal residence to any city more than fifty (50) miles from Atlanta, Georgia. Notwithstanding the foregoing, no event shall terminate upon Employee giving be a Good Reason event unless (i) the Executive gives the Company written notice to Unitek of the termination of such employment that she is resigning for Good Reason within ninety (so long as 90) days of the first occurrence of the Good Reason event, and (ii) the Company (A) accepts such notice is given resignation, (B) does not cure such Good Reason event, or (C) disputes the existence of Good Reason, in each case within thirty (30) days of the occurrence of receiving such Good Reason ornotice, if later, within thirty (30) days after Executive and in the exercise case of ordinary care shall first become aware of the occurrence of such Good Reason); provided, that Executive’s continued employment after the occurrence of any Good Reason to such proper notice date shall not constitute consent to, or a waiver of rights with respect to, any such occurrence of Good Reason; and provided, further, however, in the event of termination for Good Reason, clauses (A) Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employeethe Executive’s execution and delivery resignation for Good Reason shall become effective as of the Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, earlier of (x) pay to Employee an amount equal to his Base Salary (at the rate then in effect) for date the Severance PeriodCompany accepts such resignation, payable to Employee in accordance with Unitek’s then current payroll practices and or (y) assess, reasonably promptly following such termination of employment and as the expiration of the date thirty day cure period (provided the Company has not cured the Good Reason event) and in the case of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee clause (C) shall become effective only if Good Reason is so terminated; and ultimately determined to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in accordance with Unitek’s then current bonus payment practices. In addition, 100% of all of Employee’s unvested Awarded Securities shall accelerate, vest and pay as exist upon final resolution of the date Company’s dispute of Employee’s termination her resignation by a court of employment for Good Reasoncompetent jurisdiction or otherwise.

For Good Reason. Employee’s employment with Unitek shall terminate upon Employee giving written notice to Unitek of the termination of such employment for Good Reason (so long as such notice is given within thirty (30) days of the occurrence of such Good Reason or, if later, within thirty (30) days after Executive in the exercise of ordinary care shall first become aware of the occurrence of such Good Reason); provided, that Executive’s continued employment after the occurrence of any Good Reason to such proper notice date shall not constitute consent to, or a waiver of rights with respect to, any such occurrence of Good Reason; and provided, further, however, in the event of termination for Good Reason, (A) Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employee’s execution and delivery of the Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (at the rate then in effect) for the Severance Period, payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in accordance with Unitek’s then current bonus payment practices. In addition, 100% of all of Employee’s unvested Awarded Securities shall accelerate, vest and pay as of the date of Employee’s termination of employment for For Good Reason.

For Good Reason. The Employment Term may be terminated at any time by the Employee for Good Reason. The term “Good Reason” means any of the following actions taken by AMREP without the Employee’s employment express written consent: (a) a diminution in Base Salary of more than five percent (5%); (b) the removal of the Employee as the President and Chief Executive Officer of AMREP or as the executive responsible for overseeing the business and activities of the entire AMREP Group; (c) a material diminution in the Employee’s authority, duties or responsibilities as the President and Chief Executive Officer of AMREP or of any successor to all or substantially all of the business and assets of the AMREP Group; (d) assigning any material new duties or responsibilities to the Employee in addition to those normally associated with Unitek his role as President and Chief Executive Officer of AMREP; (e) AMREP (which shall not include any successor to AMREP or to all or substantially all of the business and assets of the AMREP Group) (i) ceasing to be a company subject to the periodic and current reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or (ii) ceasing to have its common stock traded on an exchange registered as a national securities exchange under Section 6 of the Securities Exchange Act of 1934, as amended; (f) a requirement that the Employee relocate his office other than as permitted by Section 1.5 hereof; or (g) the failure of AMREP to observe or perform any of its obligations to the Employee hereunder. In order for the Employee to terminate upon the Employment Term for Good Reason, the Employee giving must provide written notice to Unitek of AMREP specifying the termination of such employment for action or event that constitutes Good Reason (so long as such notice is given the “GR Event”) within thirty (30) 90 days of the occurrence of such Good Reason or, if later, within thirty (30) days after Executive in the exercise of ordinary care shall first become Employee knowingly becoming aware of the occurrence of the GR Event. AMREP shall have 30 days following the receipt of such notice (the “AMREP Response Period”) in which to remedy the GR Event or to dispute whether the GR Event constitutes Good Reason. If AMREP remedies the GR Event within the AMREP Response Period or disputes whether the GR Event constitutes Good Reason, then AMREP shall provide written notice (the “AMREP Response”) of such cure or such dispute to the Employee within the AMREP Response Period. If AMREP does not provide the AMREP Response to the Employee within the AMREP Response Period, then the GR Event shall constitute Good Reason, AMREP waives its rights to dispute whether the GR Event constitutes Good Reason and the Employee must terminate his employment within 60 days after the end of the AMREP Response Period in order for the termination to be on account of Good Reason. If AMREP does provide the AMREP Response within the AMREP Response Period and the Employee believes that the GR Event has not been cured (if the AMREP Response claims that the GR Event had been cured) or does constitute an action or event that constitutes Good Reason (if the AMREP Response disputes whether the GR Event constitutes Good Reason); provided, that Executive’s continued employment after then, in order for the occurrence of any Good Reason termination to such proper notice date shall not constitute consent to, or a waiver of rights with respect to, any such occurrence be on account of Good Reason; and provided, further, however, in the event of termination for Good Reason, (A) Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through must terminate his employment within 180 days after the date of such termination of employment and (B) Unitek shall, subject to Employee’s execution and delivery end of the Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (at the rate then in effect) for the Severance AMREP Response Period, payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in accordance with Unitek’s then current bonus payment practices. In addition, 100% of all of Employee’s unvested Awarded Securities shall accelerate, vest and pay as of the date of Employee’s termination of employment for Good Reason.

For Good Reason. EmployeeExecutive shall have the right at any time to resign his employment under this Agreement For Good Reason. As used in this Agreement, “For Good Reason” shall mean any of the following: (i) a material diminution in the Executive’s employment Base Salary or Target Annual Cash Bonus, (ii) a material diminution in Executive’s title, authority, duties and responsibilities as compared to Executive’s title, authority, duties and responsibilities measured immediately after the Effective Date, (iii) any requirement that the Executive report to anyone bu t (A) the President and Chief Executive Officer of the ultimate parent entity, or (B) if the Company becomes a subsidiary or a division of another entity not engaged predominantly in the same business as the Company, the most senior executive or operating officer of such subsidiary or division, (iv) any material breach by the Company or related entities of this Agreement or the Executive’s other agreements with Unitek the Company or related entities, (v) there is a Change in Control and the successor to the Company, if applicable, does not assume and continue this Agreement, and (vi) any requirement by the Company that the Executive relocate his personal residence to any city more than fifty (50) miles from Raleigh, North Carolina. Notwithstanding the foregoing, no event shall terminate upon Employee giving be a Good Reason event unless (i) the Executive gives the Company written notice to Unitek of the termination of such employment that he is resigning for Good Reason within ninety (so long as 90) days of the first occurrence of the Good Reason event, and (ii) the Company (A) accepts such notice is given resignation, (B) does not cure such Good Reason event, or (C) disputes the existence of Good Reason, in each case within thirty (30) days of the occurrence of receiving such Good Reason ornotice, if later, within thirty (30) days after Executive and in the exercise case of ordinary care shall first become aware of the occurrence of such Good Reason); provided, that Executive’s continued employment after the occurrence of any Good Reason to such proper notice date shall not constitute consent to, or a waiver of rights with respect to, any such occurrence of Good Reason; and provided, further, however, in the event of termination for Good Reason, clauses (A) Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employeethe Executive’s execution and delivery resignation for Good Reason shall become effective as of the Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, earlier of (x) pay to Employee an amount equal to his Base Salary (at the rate then in effect) for date the Severance PeriodCompany accepts such resignation, payable to Employee in accordance with Unitek’s then current payroll practices and or (y) assess, reasonably promptly following such termination of employment and as the expiration of the date thirty day cure period (provided the Company has not cured the Good Reason event) and in the case of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee clause (C) shall become effective only if Good Reason is so terminated; and ultimately determined to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in accordance with Unitek’s then current bonus payment practices. In addition, 100% of all of Employee’s unvested Awarded Securities shall accelerate, vest and pay as exist upon final resolution of the date Company’s dispute of Employee’s termination his resignation by a court of employment for Good Reasoncompetent jurisdiction or otherwise.

For Good Reason. In addition to Employee’s employment with Unitek shall other rights set forth in this Agreement, prior to the Transition Date (as defined below) Employee may terminate upon Employee giving written notice to Unitek of the termination of such employment for Good Reason (so long as such notice is given within this Agreement at any time thirty (30) days after delivery of notice to the Board for “good reason,” which shall be (i) a material diminution during the term of this Agreement in Employee’s office, duties or responsibilities (including following any change in control of Employer) or (ii) a material breach by Employer of this Agreement. Notwithstanding the foregoing, Employee may not terminate this Agreement for good reason without providing (x) reasonable written notice to the Board setting forth the reasons for Employee’s intention to terminate for good reason within ninety (90) days of the occurrence initial existence of the good reason condition, (y) an opportunity for the Board to meet with Employee, together with legal counsel, and an opportunity by the Board to cure such Good Reason or, if later, reason within thirty (30) days after Executive in the exercise of ordinary care shall first become aware of the occurrence receipt of such Good Reason); providednotice, that Executive’s continued employment after and (z) delivery by Employee to the occurrence Board of any Good Reason to such proper a notice date shall not constitute consent to, or a waiver of rights with respect to, any such occurrence of Good Reason; and provided, further, however, in the event of termination for Good Reasongood reason setting forth the reasons for such termination at which time, subject to Section 5(d), all obligations of the Employer hereunder shall cease. Should Employee terminate his employment with Employer pursuant to this Section 5(c) prior to the Transition Date (as defined below), Employee shall (A) Unitek shall pay be eligible to Employee as soon as practicable receive a lump sum payment payable on the sixtieth (allowing Unitek a reasonable period of time to calculate such amounts60) any and all of Employee’s salary, benefits and other compensation earned through day following the date of such termination of employment and (B) Unitek shall, subject to Employee’s execution and delivery of the Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (at the rate then in effect) for the Severance Period, payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in accordance with Unitek’s then current bonus payment practices. In addition, 100% of all of Employee’s unvested Awarded Securities shall accelerate, vest and pay as of the date of Employee’s employment equal to the sum of (i) twenty-four (24) months of Employee’s then present base salary, and (ii) any earned but unpaid bonus as of the termination date of Employee’s employment; (B) be eligible to receive a lump sum payment payable on the sixtieth (60) day following the termination date of Employee’s employment equal to two times Employee’s cost of COBRA coverage for Good Reasontwelve (12) months under the Fabrinet health plans then in effect for you and your covered dependents; and (C) receive continued tax equalization benefits under Fabrinet’s expatriate policy, as in effect on the termination date of Employee’s employment, as set forth in Section 5(d)(5) below.

For Good Reason. Employee’s employment with Unitek shall terminate upon Employee giving written notice to Unitek of the termination of such employment for Good Reason (so long as such notice is given within thirty (30) days of the occurrence of such Good Reason or, if later, within thirty (30) days after Executive in the exercise of ordinary care shall first become aware of the occurrence of such Good Reason); provided, that Executive’s continued employment after the occurrence of any Good Reason to such proper notice date shall not constitute consent to, or a waiver of rights with respect to, any such occurrence of Good Reason; and provided, further, however, in the event of termination for Good Reason, (A) Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employee’s execution and delivery of the Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (at the rate then in effect) for no less than a period of twelve (12) months after the Severance Period, date of such termination of employment; payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in equal increments over no less than a twelve (12) month period after the date of such termination of employment, payable to Employee in accordance with Unitek’s then current bonus payment payroll practices. In addition, 100% of all of Employee’s unvested Awarded Securities shall accelerate, vest and pay as of the date of Employee’s termination of employment for Good Reason.

For Good Reason. Employee’s At Executive's election, Executive's employment with Unitek shall terminate may be terminated for Good Reason (as defined below) upon Employee giving 30 days' written notice to Unitek the Company. For purposes of this Agreement, "Good Reason" shall mean that one or more of the following actions occurred without Executive's consent: (A) a material diminution in Executive's base salary and/or a material adverse change in the terms of his participation in the Company's performance incentive plans viewed in the aggregate; (B) a material diminution in Executive's authority, duties or responsibilities under this Agreement, provided this will not apply if there is a substantial change in what constitutes the core of the Company's operating business and Executive is employed in substantially equivalent positions of a substantially equivalent company (publicly or privately held); or (C) any other action or inaction that constitutes a material breach of the terms of this Agreement by the Company. In the event any of the occurrences in (A), (B) or (C) above have occurred, Executive may give written notice to the Company of Executive's intention to terminate his employment in accordance with this Section 6(b)(i), such notice to state in detail the particular acts or failures to act that constitute the grounds on which the proposed termination for Good Reason is based and to be given within 60 days after the first occurrence of such acts or failures to act, whereupon the Company shall have 30 days following receipt of such notice to cure such acts or failures to act in all material respects. If the Company has not cured such acts or failures to act in all material respects within the 30-day cure period, then Executive's employment shall be terminated immediately for Good Reason. Following a Change in Control, if Executive is offered continued employment, Executive shall have ten (10) days to choose whether to accept the offer of continued employment. Should Executive decline the offer of continued employment within ten (10) days of a Change in Control, and agrees to continue his employment with the Company or the Company's successor for a period of up to nine (9) months following the Change in Control (the "Transition Period"), his employment shall terminate at the end of the Transition Period, such termination shall be deemed a termination for Good Reason and Executive shall be eligible for the applicable payments and benefits set forth in Section 7(c) at such time. Should Executive accept the offer, and should the offer of continued employment contain terms that result in the occurrence of (A) or (B) above, Executive shall, by his acceptance of such offer, waive his right to terminate his employment for Good Reason (so long as such notice is given within thirty (30) days based upon the terms of the occurrence of such Good Reason or, if later, within thirty (30) days after Executive in the exercise of ordinary care shall first become aware of the occurrence of such Good Reason); provided, that Executive’s continued employment after the occurrence of any Good Reason to such proper notice date shall not constitute consent to, or a waiver of rights with respect to, any such occurrence of Good Reason; and provided, further, however, in the event of termination for Good Reason, (A) Unitek shall pay to Employee as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to Employee’s execution and delivery of the Release, which Release shall not have been revoked by Employee pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee an amount equal to his Base Salary (at the rate then in effect) for the Severance Period, payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in accordance with Unitek’s then current bonus payment practices. In addition, 100% of all of Employee’s unvested Awarded Securities shall accelerate, vest and pay as of the date of Employee’s termination of employment for Good Reasonoffer.

For Good Reason. Employee’s The Executive may terminate his employment with Unitek shall terminate under this Agreement for good reason upon Employee giving written notice to Unitek of the termination of such employment for Good Reason (so long as such notice is given within thirty (30) days days' written notice to the Board (during which period the Executive shall continue to perform the duties of President and Chief Executive Officer of the occurrence of Company under this Agreement or as specified by the Board), provided that (i) such Good Reason or, if later, within thirty (30) days after Executive in written notice shall specify the exercise of ordinary care shall first become aware nature of the occurrence Company's action or actions as the result of which the Executive has the right to terminate this Agreement pursuant to this Section 4(b)(ii), and (ii) during which period the Company shall have the opportunity to cure. In such Good Reason); providedevent, that Executive’s continued employment after the occurrence of any Good Reason to such proper notice date Executive shall not constitute consent to, or a waiver of rights with respect to, any such occurrence of Good Reason; and provided, further, however, in the event of termination for Good Reason, be paid (A) Unitek shall pay to Employee at such times as soon as practicable the Company otherwise would have paid the Executive his Base Compensation had the Executive remained employed by the Company, his Base Compensation for ninety (allowing Unitek a reasonable period of time to calculate such amounts90) any and all of Employee’s salary, benefits and other compensation earned through calendar days after the effective date of such termination of employment under this Section 4(b)(ii), and (B) Unitek shall, subject at the time that annual cash bonus incentive compensation payments are made to Employee’s execution and delivery senior executive personnel of the ReleaseCompany with respect to periods encompassed within the then current Employment Term, Cash Incentive Compensation at an annual rate equal to one-half of the Executive's Base Compensation for the fiscal year in which Release the termination occurred, prorated based on the number of calendar days the Executive was employed by the Company in the applicable year. For purposes of this Section 4(b)(ii), "good reason" shall not have been revoked by Employee pursuant mean, without the Executive's express consent, (v) the Company's failure to make any of the payments or provide any of the benefits to the terms thereof Executive due under this Agreement, (w) the regular assignment of duties to the Executive materially inconsistent with the position, duties, responsibilities and all applicable statutory revocation periods have expired), status of President and subject to Employee’s continued compliance with Section 8 and Section 9Chief Executive Officer of the Company, (x) pay removal of the Executive from the Board or his failure to Employee an amount equal be re-elected to his Base Salary (at the rate then in effect) for the Severance PeriodBoard, payable to Employee in accordance with Unitek’s then current payroll practices and (y) assessthe Company's requiring the Executive to be based anywhere other than within a 50-mxxx xxxxxx xx Xxxxxx, reasonably promptly following such termination of employment and as of Xxxxx, xxcept for required travel on the date of such terminationCompany's business, or (z) a change in the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee the applicable pro-rata portion of such Bonus in accordance with Unitek’s then current bonus payment practices. In addition, 100% of all of Employee’s unvested Awarded Securities shall accelerate, vest and pay as of the date of Employee’s termination of employment for Good ReasonExecutive's title or office.