Common use of By Executive for Good Reason Clause in Contracts

By Executive for Good Reason. During the Term, Executive may terminate his employment at any time for Good Reason. The following shall constitute “Good Reason” for termination by Executive: (a) any material reduction by the Company in Executive’s Base Salary without Executive’s prior consent; (b) following a Change in Control, any change in Executive’s status, reporting, duties or position that represents a demotion or diminution from Executive’s status, reporting, duties or position in effect before such Change in Control; or (c) any material breach by the Company of this Agreement between it and Executive. Executive shall not be deemed to have been terminated for Good Reason pursuant to Section(s) 5.5(a), (b) or (c) above unless Executive delivers to the Company a written notice of termination for Good Reason specifying the alleged Good Reason within thirty (30) days after Executive first learns of the existence of the circumstances giving rise to Good Reason, within thirty (30) days following delivery of such notice, the Company has failed to cure the circumstances giving rise to Good Reason, and Executive resigns within fifteen (15) days after the end of the cure period. If Executive’s employment is terminated by Executive for Good Reason following the initial Public Offering then, in addition to immediately paying Executive the Final Compensation, Executive shall be paid the Severance at the same time and subject to the same terms and conditions as described in Section 5.4 hereof. Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering the Release to the Company and not revoking the Release as provided therein within sixty (60) days of his Termination Date.

By Executive for Good Reason. During the Term, Executive may shall be entitled to terminate his employment this Agreement at any time for Good Reason. The following shall constitute “Good Reason” for termination by Executive: giving the Company written notice of such termination. For purposes of this Agreement, “Good Reason” shall mean (ai) the Company has breached its obligations hereunder in any material reduction by respect, (ii) the Company has decreased Executive’s then current Base Salary, (iii) the Company has effected a material diminution in Executive’s Base Salary without Executive’s reporting responsibilities, authority, or duties as in effect immediately prior consent; to such change, and/or (biv) following the occurrence of a Change in Control (as defined below); provided, however, that Executive shall not have the right to terminate this Agreement for Good Reason unless: (A) Executive has provided notice to the Company of any of the foregoing conditions within 90 days of the initial existence of the condition; (B) the Company has been given at least 30 days after receiving such notice to cure such condition (other than if Good Reason is due to a Change in Control); and (C) Executive actually terminates employment within six months following the initial existence of the condition. In such event, any change in provided that Executive and the Company have executed (and, if applicable, thereafter not revoked) the Mutual Release, Executive shall be entitled to receive (i) Executive’s statusthen current Base Salary through the effective date of such termination, reporting(ii) if entitled to receive a bonus as may be determined by the Compensation Committee or Board of Directors of the Company, duties or position that represents a demotion or diminution from Pro-Rated Bonus, and (iii) Twenty-Four (24) months of Executive’s status, reporting, duties or position then current Base Salary payable in effect before a lump sum. Any payment to Executive made pursuant hereto shall be paid to Executive no later than the date that is two and a half months following the calendar year in which such Change in Control; or (c) any material breach by the Company of this Agreement between it and Executive. Executive shall not be deemed to have been terminated for Good Reason pursuant to Section(s) 5.5(a), (b) or (c) above unless Executive delivers to the Company a written notice of termination for Good Reason specifying occurs. In addition, provided that the alleged Good Reason within thirty (30) days after Executive first learns of the existence of the circumstances giving rise Mutual Release has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant to Good Reason, within thirty (30) days following delivery of such notice, the Company has failed to cure the circumstances giving rise to Good Reason, and Executive resigns within fifteen (15) days after the end of the cure period. If Executive’s employment is terminated by Executive for Good Reason following the initial Public Offering then, in addition to immediately paying Executive the Final Compensation, Executive shall be paid the Severance at the same time and subject to the same terms and conditions as described in this Section 5.4 hereof. Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering the Release to the Company and not revoking the Release as provided therein within sixty (60) days of his Termination Date3(d).

By Executive for Good Reason. During the Term, Executive may terminate his employment at any time this Agreement for Good Reason. The following shall constitute “, at any time, by giving at advance written notice to Company no later than twenty (20) days after the condition giving rise to Good Reason” for termination by Executive: (a) any material reduction by Reason first occurs, and provided that the Company in Executive’s Base Salary without Executive’s prior consent; (b) following a Change in Control, any change in Executive’s status, reporting, duties or position that represents a demotion or diminution from Executive’s status, reporting, duties or position in effect before such Change in Control; or (c) any material breach by has not cured the Company of this Agreement between it and Executive. Executive shall not be deemed condition giving rise to have been terminated for Good Reason pursuant to Section(s(if curable) 5.5(a), (b) or (c) above unless Executive delivers to the Company a written notice of termination for Good Reason specifying the alleged Good Reason within thirty (30) days of such written notice, and further provided that Executive terminates Executive’s employment no later than ninety (90) days after Executive first learns of the existence of the circumstances condition giving rise to Good Reason, within thirty (30) days following delivery Reason first occurs. In the event of such notice, the Company has failed to cure the circumstances giving rise to Executive's termination of Agreement for Good Reason, (A) Executive will be entitled to receive his salary then in effect, prorated to the date of termination, and (B) the Company shall pay to the Executive resigns within fifteen a lump sum cash amount of severance pay equal to one year of Base Salary, payable in the Company’s first regular payroll period that follows the sixtieth (1560th) days after day following the end termination of the cure period. If Executive’s employment is employment, with respect to subclause (A) only , provided Executive: (a) complies with all surviving provisions of this Agreement as specified in Sections 5 - 7 below; and (b) timely executes and does not revoke a Release. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated by and completely extinguished. Executive will be deemed to have resigned for Good Reason in the following circumstances: (a) Company's material breach of this Agreement; (b) Executive's position and/or duties are so materially modified that Executive's duties are no longer consistent with the initial Public Offering then, duties contained in addition to immediately paying this Agreement; or (c) Executive the Final Compensation, Executive shall be paid the Severance at the same time and subject no longer reports to the same terms and conditions as described in Section 5.4 hereof. Any obligation of the Company to provide Chief Executive the Severance is conditioned on Executive signing, delivering the Release to the Company and not revoking the Release as provided therein within sixty (60) days of his Termination DateOfficer.

By Executive for Good Reason. During the Term, Executive may terminate his employment at any time the Employment Period for Good Reason. The Good Reason shall mean the occurrence of any of the following shall constitute “Good Reason” for termination by Executiveevents: (a) any breach of any of the material reduction terms of this Agreement by the Company in Executive’s Base Salary without Executive’s prior consentcontinuing for more than fifteen (15) days after written notice thereof from Executive that such breach will be grounds for termination for Good Reason; (b) following without the consent of Executive, a Change material reduction in Controlthe authorities, any change in powers, functions and/or duties attached to Executive’s status, reporting, duties or position that represents a demotion or diminution from Executive’s status, reporting, duties or position in effect before such Change in Control; or (c) any material breach by the Company of this Agreement between it and Executive. Executive shall which reduction is not be deemed to have been terminated for Good Reason pursuant to Section(s) 5.5(a), (b) or (c) above unless Executive delivers to the Company a written notice of termination for Good Reason specifying the alleged Good Reason within thirty (30) days after Executive first learns of the existence of the circumstances giving rise to Good Reason, within thirty (30) days following delivery of such notice, the Company has failed to cure the circumstances giving rise to Good Reason, and Executive resigns rescinded within fifteen (15) days after the end notice from Executive that such reduction will be grounds for termination for Good Reason; provided, however, that Executive shall deliver any such notice of such material reduction within five (5) business days of the cure period. If Executiveoccurrence of such material reduction; or (c) in the event the Executive no longer reports directly to the Company’s employment Chief Executive Officer; which change in reporting structure is terminated by not rescinded within fifteen (15) days after notice from Executive that such change in reporting structure will be grounds for termination for Good Reason following the initial Public Offering thenReason; provided, in addition to immediately paying Executive the Final Compensationhowever, that Executive shall be paid deliver any such notice of such change in reporting structure within five (5) business days of the Severance at occurrence of such change in reporting structure. In the same time and subject event of the termination of this Agreement pursuant to Section 8.2, the Restricted Period shall not apply to the same terms and conditions as described in Section 5.4 hereof. Any obligation provisions of the Company to provide Executive the Severance is conditioned on Executive signing, delivering the Release to the Company and not revoking the Release as provided therein within sixty (60) days of his Termination Datethis Agreement.

By Executive for Good Reason. During the Term, Executive may terminate his employment at any time for Good ReasonReason in accordance with this Section 5.5. The following shall constitute “Good Reason” for termination by Executive: (a) any material reduction by the Company in Executive’s Base Salary without Executive’s prior consent; (b) following a Change any change, made by the Company and without Executive’s written consent in Controlhis individual capacity, any change in Executive’s status, reporting, duties or position that represents a demotion or diminution from Executive’s status, reporting, duties or position as President, Chief Executive Officer, and Chairperson of the Board as such positions were in effect before such Change in Controlat the time this Agreement was entered into; orand/or (c) any material breach by the Company of this Agreement between it and Executiveby the Company. Executive shall not be deemed to have been terminated for Good Reason pursuant to Section(s) 5.5(a), (b) or (c) above unless Executive delivers to the Company a written notice identifying the reasons constituting Good Reason. For purposes of termination for this Agreement, Good Reason specifying shall not be deemed to exist unless (x) Executive gives the alleged Company written notice of his objection to such occurrence constituting Good Reason within thirty forty-five (3045) days after Executive first learns of such occurrence, (y) such occurrence is not corrected by the existence Company within twenty (20) days of its receipt of such notice, and (z) Executive resigns his employment with the circumstances giving rise Company for such Good Reason by written notice to Good Reason, within the Company not more than thirty (30) days following delivery of such notice, the Company has failed to cure the circumstances giving rise to Good Reason, and Executive resigns within fifteen (15) days after the end expiration of the 20-day cure period. If Executive’s employment is terminated by Executive for Good Reason following the initial Public Offering then, in addition to immediately paying Executive the Final Compensation, Executive shall be paid the Severance at the same time and subject to the same terms and conditions as described in Section 5.4 hereof. Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering the Release to the Company and not revoking the Release as provided therein within sixty (60) days of his Termination Date.

By Executive for Good Reason. During the Term, Executive may terminate, without liability, the Period of Employment for Good Reason (as defined below), provided Executive gives Employer ninety (90) days' advance written notice of the reason for termination and his intent to terminate his employment this Agreement. During this period, Employer shall have an opportunity to correct the condition constituting Good Reason. If the condition is remedied within this period, Executive'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 this event, Employer shall pay Executive all compensation due and owing through the last day actually worked including any accrued but unused vacation. 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 Executive all compensation due and owing through the balance of the notice period (not to exceed ninety (90) days). Executive shall be entitled to exercise his right to terminate this Agreement for Good Reason only if he gives the required notice not more than ninety (90) days after the occurrence of the event that is the basis for the Good Reason. The following shall constitute “Good Reason” for termination by Executive: (a) any material reduction by If Executive terminates the Company in Executive’s Base Salary without Executive’s prior consent; (b) following a Change in Control, any change in Executive’s status, reporting, duties or position that represents a demotion or diminution from Executive’s status, reporting, duties or position in effect before such Change in Control; or (c) any material breach by the Company Period of this Agreement between it and Executive. Executive shall not be deemed to have been terminated Employment for Good Reason pursuant to Section(s) 5.5(a), (b) or (c) above unless Executive delivers to the Company a written notice provisions of termination for Good Reason specifying the alleged Good Reason within thirty (30) days after Executive first learns of the existence of the circumstances giving rise to Good Reason, within thirty (30) days following delivery of such notice, the Company has failed to cure the circumstances giving rise to Good Reason, and Executive resigns within fifteen (15) days after the end of the cure period. If Executive’s employment is terminated by Executive for Good Reason following the initial Public Offering then, in addition to immediately paying Executive the Final Compensationthis Section 4.f., Executive shall be paid receive the Severance at the same time severance benefits described in and subject pursuant to the same terms of subparagraphs 4.c.(i)-(vii) above. Termination shall be for "Good Reason" if Executive voluntarily resigns following: (i) a change in Executive's position with employer which materially reduces Executive's level of responsibility; (ii) a relocation of Executive's principal place of employment by more than fifty (50) miles, provided and conditions as described in Section 5.4 hereof. Any obligation of only if such change, reduction or relocation is effected by the Company to provide Executive the Severance is conditioned on Executive signing, delivering the Release to the Company and not revoking the Release as provided therein within sixty (60) days of his Termination Date.Employer