By Employee for Good. Reason as defined below provided that written notice to the Company is delivered by the Employee prior to such termination and the termination date is no later than six months following the initial existence of the first to occur of the events in Section (vi)(b)(i), (ii) or (iii) below, in which event all compensation payable by the Company as provided in Exhibit A shall remain due and payable to Employee at such times as set forth in Exhibit A as though his employment had not been terminated thereby. The parties intend that Good Reason under this Agreement shall be treated as an involuntary separation of service within the meaning of IRS Regulation Section 1.409A-1(n)(1) and (2). Accordingly the definition of Good Reason set forth in (b) below is intended to satisfy the safe harbor definition for when a termination of employment for Good Reason will be treated as an involuntary separation of service as set froth in IRS Regulation Section 1.409A-1(n)(2)(ii).
By Employee for Good. Reason Upon a Change of Control at anytime. Employee may terminate, without liability, the Period of Employment for Good Reason upon a Change of Control (as defined below), provided Employee gives Employer sixty (60) days' advance written notice of the reason for termination and his intent to terminate the Agreement. During the period, Employer shall have an opportunity to correct the condition constituting Good Reason. If the condition is remedied within the period, Employee's notice to terminate shall be rescinded automatically; if not remedied, termination of the Period of Employment shall become effective upon expiration of the above notice period. In the event, Employer shall pay Employee all compensation due and owing through the last day actually worked. Employer shall also have the option, in its complete discretion, to make termination effective at any time prior to the end of the notice period, provided that Employer pays Employee all compensation due and owing through the balance of the notice period (not to exceed sixty (60) days). Employee shall be entitled to exercise his right to terminate the Agreement for Good Reason only if he gives the required notice not more than forty-five (45) days after the occurrence of the event that is the basis for the Good Reason. If Employee terminates the Period of Employment for Good Reason upon a Change of Control, Employee shall receive the following:
By Employee for Good. Reason Executive may, by notice to Employer, at any time during the Employment Period, terminate the Employment Period under this Agreement for “Good Reason.” For the purposes hereof, Executive shall have “Good Reason” to terminate employment with Employer on account of any of the following events without Executive’s consent: (i) any reduction in the Base Salary; (ii) the failure of Employer to provide employee benefits consistent with Section 4.3, herein; (iii) any requirement by Employer that Executive report to anyone other than the Board; (iv) a change in Executive’s duties or position, or (v) a “Change of Control” (as defined below); provided however, that the circumstances set forth in this Section 5.4 shall not constitute Good Reason if within 30 days of notice by Executive, Employer cures such circumstances. Notwithstanding anything to the contrary contained in this Section 5.4, if a “Change of Control” occurs during the Employment Period, Executive may terminate for Good Reason only if Executive’s employment is not otherwise subject to a notice of termination under any other provision of this Section 5. The effective date of such termination shall be the date that is thirty (30) days following the date on which such notice is given. For purposes of this Section 5.4, a “Change in Control” shall be deemed to have taken place if any “Person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes a “beneficial owner” (as defined in Rule 13-3 under the Exchange Act), directly or indirectly, of securities of the Employer representing 50% or more of the combined voting power of Employer’s then outstanding securities eligible to vote for the election of the Board (the “Voting Securities”);’ provided, however, that the event described in this paragraph (b) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (i) any Employer or any subsidiary of Employer in which Employer owns more than 50% of the combined voting power of such entity (a “Subsidiary”), (ii) by any employee benefit plan (or related trust) sponsored or maintained by Employer or any Subsidiary, (iii) by any underwriter temporarily holding Employer’s Voting Securities pursuant to an offering of such Voting Securities, or (vi) pursuant to any acquisition by Executive or any group or persons including Executive (or any entity controll...
