By Employee with Good Reason. Employee shall be permitted to terminate this Agreement for any Good Reason. For purposes of this Agreement, “Good Reason” shall exist in the event any of the following actions are taken without Employee’s consent: (i) a material diminution in Employee’s Base Salary, duties, responsibilities, or authorities; (ii) a requirement that Employee report to an officer or employee other than the CEO or the Board; (iii) a material relocation of Employee’s primary work location more than 50 miles away from the Company’s corporate headquarters; (iv) any other action or inaction by the Company that constitutes a material breach of its obligations under this Agreement. To exercise his right to terminate for Good Reason, Employee must provide written notice to the Company of his belief that Good Reason exists within 90 days of the initial existence of the condition(s) giving rise to Good Reason, and that notice shall describe the condition(s) believed to constitute Good Reason. The Company shall have 30 days to remedy the Good Reason condition(s). If not remedied within that 30-day period, Employee may terminate this Agreement; provided, however, that such termination must occur no later than 180 days after the date of the initial existence of the condition(s) giving rise to the Good Reason; otherwise, Employee shall be deemed to have accepted the condition(s), or the Company’s correction of such condition(s), that may have given rise to the existence of Good Reason.
By Employee with Good Reason. Employee may terminate the Agreement immediately with Good Reason. “Good Reason” is defined as any of the following:
By Employee with Good Reason. Employee may, at any time, terminate this Agreement for “Good Cause”, which shall be defined as (i) the Company’s willful failure to comply with a material term of this Agreement; (ii) a material reduction in compensation; or (iii) a material diminution of the Employee’s duties or authority; after written notice by Employee specifying the failure, material reduction or diminution and the Company’s failure to cure the same within thirty (30) days, in which case the Company shall be treated as having terminated Employee’s employment without Cause.
By Employee with Good Reason. The Employee may terminate this Agreement and her employment hereunder at any time for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (i) a material diminution in the Employee’s position, authority or duties or in her direct reporting to the CEO without her prior written consent; (ii) a reduction in the Employee’s salary or target annual incentive bonus for any calendar year without her prior written consent; (iii) the relocation of the Employee’s job location by more than thirty-five (35) miles from the Company’s Philadelphia headquarters without her prior written consent; or (iv) the Company’s material breach of the terms of this Agreement; provided, however, that no such AUD 137977 4 occurrence shall constitute the basis for a termination for Good Reason unless the Employee shall notify the Company in writing within sixty (60) days of such occurrence that she considers the occurrence to be the basis for a termination for Good Reason and the Company does not cure such occurrence within thirty (30) days of receipt of written notice from Employee, provided the occurrence is subject to cure. In the event Employee terminates this Agreement pursuant to this paragraph for Good Reason, such termination shall be treated as the Company having terminated Employee’s employment without Cause, i.e., Employee shall be entitled to the Without Cause Severance Benefits set forth in Section 7(c).
By Employee with Good Reason. Employee may, at any time, terminate this Agreement for “Good Cause”, which shall be defined as (i) the Company’s willful failure to comply with a material term of this Agreement; (ii) a material reduction in compensation; (iii) a material diminution of the Employee’s duties or authority; after written notice by Employee specifying the failure, material reduction or diminution and the Company’s failure to cure the same within thirty (30) days; or (iv) if Xxxxx Xxxxx no longer serves as Chief Executive Officer and President of Audacy, Inc. and, within six (6) months following the change in the Company’s CEO role, the Company materially diminishes its investment in or strategic prioritization of digital, podcasting, and direct to consumer initiatives (such termination right to be exercised no later than six (6) months following the last date on which Xxxxx Xxxxx actively serves as Chief Executive Officer and President and with forty-five (45) days’ notice. In the event Employee terminates this Agreement pursuant to this paragraph for Good Cause, such termination shall be treated as the Company having terminated Employee’s employment without Cause, i.e., Employee shall be entitled to the Severance Benefits set forth in Section 7(c).
By Employee with Good Reason. By Employee, upon written notice to 3DIcon within thirty (30) days following the occurrence of any of the following, which shall consitute “Good Reason.”. For purposes of this Agreement, “Good Reason” means: (I) any reduction by 3DIcon of Employee’s base salary without his consent; (II) 3DIcon’s material diminution of Employee’s title, or duties, or interference with his ability to carry out his duties; (III) 3DIcon’s assignment to the Employee of duties that are inconsistent with the duties stated in this Agreement; (IV) a breach by 3DIcon of any material provision of this Agreement, provided that in all such cases; or (V) a “change of control”, defined for purposes of this Agreement as any of the following: (aa) the sale, lease or other disposition of all of substantially all of the assets of 3DIcon, other than in the ordinary course of business; (bb) an acquisition of DIcon by an entity not owned or controlled the management of 3DIcon, whether by consolidation, merger or other reorganization (with the exception of a merger or consolidation effected solely to change the domicile of 3DIcon), whereby more than fifty percent (50%) of the outstanding voting shares of 3DIcon are held by persons or entities which did not hold voting shares of 3DIcon before said transaction. 3DIcon has been provided with written notice and not less than fifteen days opportunity to cure. In the event of a termination of Employee’s employment by him with Good Reason, 3DIcon shall pay to Employee, in a lump-sum within ten days of the date of termination, the Accrued Obligations.
By Employee with Good Reason. Employee may terminate his employment under this Agreement following written notice to the Company upon the occurrence of any of the following events or conditions (each of which shall be a termination event for “Good Reason”):
By Employee with Good Reason. Employee may terminate his employment with Employee at any time with Good Reason. In the event Employee terminates his employment with Good Reason, he shall be paid his salary as set forth in subsection 2A through the earlier of the last day of the remaining term of this Agreement, the date of his death, or the expiration of twelve (12) months from the date of the termination of his employment. He shall not be required to render any further services to Employer. For purposes of this Section 4, "Good Reason" is defined as:
