Common use of By Executive With Reason Clause in Contracts

By Executive With Reason. The Executive may terminate the Employment ------------------------ at any time for "good reason" (herein termination "By Executive With Reason"), upon one or more of the following: (a) The failure to elect or appoint, or re-elect or re-appoint the Executive to, or removal or improperly attempted removal of Executive from, his position as Vice President - Creative Director of the Company, except in connection with the proper termination of Executive's employment by reason of Cause, Death or Disability as provided herein; (b) A reduction in Executive's overall compensation other than his discretionary bonus under Section 9.3(a), or an adverse change in the nature or scope of the authorities, powers, functions or duties normally attached to Executive's position with the Company; (c) The Company's failure or refusal to perform any obligations required to be performed in accordance with this Agreement after reasonable notice an opportunity to cure same; and (d) A change in control of the company occurs. As used in this Section 14(d), a "Change in Control" shall be deemed to have occurred upon the passage of (i) ten (10) days following a public announcement that a person or group of affiliated or associated persons have acquired, or obtained the right to acquire, beneficial ownership of fifteen (15%) percent of the outstanding Common Stock of the Company (the "Shares"); or (ii) ten (10) days following the commencement of, or announcement of an intention to make a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person or group of affiliated or associated persons of fifteen (15%) percent of such outstanding Shares; (iii) ten (10) days after a person or group of affiliated or associated persons has (x) become the owner of at least ten (10%) percent of the Shares or has filed a Schedule 13D or 13G with the Securities and Exchange Commission and (y) whose ownership interest is deemed by the Board to cause a material adverse impact on the business or the prospects of the Company; or (iv) a change in the composition of a majority of the Board.

By Executive With Reason. The Executive may terminate the Employment ------------------------ at any time for "good reason" (herein termination "By Executive With Reason"), upon one or more of the following: (a) The failure to elect or appoint, or re-elect or re-appoint the Executive to, or removal or improperly attempted removal of Executive from, his position as Vice Senior President - Creative Director -European Operations of the Company, except in connection with the proper termination of Executive's employment by reason of Cause, Death or Disability as provided herein; (b) A reduction in Executive's overall compensation other than his discretionary bonus under Section 9.3(a), or an adverse change in the nature or scope of the authorities, powers, functions or duties normally attached to Executive's position with the Company; (c) The Company's failure or refusal to perform any obligations required to be performed in accordance with this Agreement after reasonable notice an opportunity to cure same; and (d) A change in control of the company occurs. As used in this Section 14(d), a "Change in Control" shall be deemed to have occurred upon the passage of (i) ten (10) days following a public announcement that a person or group of affiliated or associated persons have acquired, or obtained the right to acquire, beneficial ownership of fifteen (15%) percent of the outstanding Common Stock of the Company (the "Shares"); or (ii) ten (10) days following the commencement of, or announcement of an intention to make a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person or group of affiliated or associated persons of fifteen (15%) percent of such outstanding Shares; (iii) ten (10) days after a person or group of affiliated or associated persons has (x) become the owner of at least ten (10%) percent of the Shares or has filed a Schedule 13D or 13G with the Securities and Exchange Commission and (y) whose ownership interest is deemed by the Board to cause a material adverse impact on the business or the prospects of the Company; or (iv) a change in the composition of a majority of the Board.

By Executive With Reason. The Executive may terminate the Employment ------------------------ at any time for "good reason" (herein termination "By Executive With Reason"), upon one or more of the following: (a) The failure to elect or appoint, or re-elect or re-appoint the Executive to, or removal or improperly attempted removal of Executive from, his position as Vice President - Creative Director Chief Executive Officer of the Company, except in connection with the proper termination of Executive's employment by reason of Cause, Death or Disability as provided herein; (b) A reduction in Executive's overall compensation other than his discretionary bonus under Section 9.3(a), or an adverse change in the nature or scope of the authorities, powers, functions or duties normally attached to Executive's position with the Company; (c) The Company's failure or refusal to perform any obligations required to be performed in accordance with this Agreement after reasonable notice an opportunity to cure same; and (d) A change in control of the company occurs. As used in this Section 14(d), a "Change in Control" shall be deemed to have occurred upon the passage of (i) ten (10) days following a public announcement that a person or group of affiliated or associated persons have acquired, or obtained the right to acquire, beneficial ownership of fifteen (15%) percent of the outstanding Common Stock of the Company (the "Shares"); or (ii) ten (10) days following the commencement of, or announcement of an intention to make a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person or group of affiliated or associated persons of fifteen (15%) percent of such outstanding Shares; (iii) ten (10) days after a person or group of affiliated or associated persons has (x) become the owner of at least ten (10%) percent of the Shares or has filed a Schedule 13D or 13G with the Securities and Exchange Commission and (y) whose ownership interest is deemed by the Board to cause a material adverse impact on the business or the prospects of the Company; or (iv) a change in the composition of a majority of the Board.

By Executive With Reason. The Executive may terminate the Employment ------------------------ at any time for "good reason" (herein termination "By Executive With Reason"" ), upon one or more of the following: : (a) The failure to elect or appoint, or re-elect or re-appoint the Executive to, or removal or improperly attempted removal of Executive from, his position as Vice President - Creative Director -- Marketing of the Company, except in connection with the proper termination of Executive's employment by reason of Cause, Death or Disability as provided herein; ; (b) A reduction in Executive's overall compensation other than his discretionary bonus under Section 9.3(a), or an adverse change in the nature or scope of the authorities, powers, functions or duties normally attached to Executive's position with the Company; ; (c) The Company's failure or refusal to perform any obligations required to be performed in accordance with this Agreement after reasonable notice an opportunity to cure same; and and (d) A change in control of the company occurs. As used in this Section 14(d), a "Change in ControlControl " shall be deemed to have occurred upon the passage of (i) ten (10) days following a public announcement that a person or group of affiliated or associated persons have acquired, or obtained the right to acquire, beneficial ownership of fifteen (15%) percent of the outstanding Common Stock of the Company (the "Shares"); or (ii) ten (10) days following the commencement of, or announcement of an intention to make a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person or group of affiliated or associated persons of fifteen (15%) percent of such outstanding Shares; (iii) ten (10) days after a person or group of affiliated or associated persons has (x) become the owner of at least ten (10%) percent of the Shares or has filed a Schedule 13D or 13G with the Securities and Exchange Commission and (y) whose ownership interest is deemed by the Board to cause a material adverse impact on the business or the prospects of the Company; or (iv) a change in the composition of a majority of the Board. 14.7. Notice and Date of Termination. Any termination pursuant to Sections 14.1 through 14.6, herein shall be communicated by written notice of termination to the other party (herein referred to as the " Notice of Termination"). The date of termination of the Employment hereunder (herein the "Date of Termination") shall be: (a) the date of the Executive's death, if his Employment is terminated for Death; or (b) the date on which a Notice of Termination is given or made effective, if the Employment is terminated by the Company for Disability, Cause or On Notice, respectively; or (c) the date on which a Notice of Termination is given or made effective, if the Employment is terminated by the Executive on Executive's Notice or by the Executive With Reason. 15.

By Executive With Reason. The Executive may terminate the Employment ------------------------ at any time for "" good reason" (herein termination "By Executive With ReasonReason "), upon one or more of the following: : (a) The failure to elect or appoint, or re-elect or re-appoint the Executive to, or removal or improperly attempted removal of Executive from, his position as Vice President - Creative Director Corporate Development of the Company, except in connection with the proper termination of Executive's employment by reason of Cause, Death or Disability as provided herein; ; (b) A reduction in Executive's overall compensation other than his discretionary bonus under Section 9.3(a), or an adverse change in the nature or scope of the authorities, powers, functions or duties normally attached to Executive's position with the Company; ; (c) The Company's failure or refusal to perform any obligations required to be performed in accordance with this Agreement after reasonable notice an opportunity to cure same; and and (d) A change in control of the company occurs. As used in this Section 14(d), a "Change in Control" shall be deemed to have occurred upon the passage of (i) ten (10) days following a public announcement that a person or group of affiliated or associated persons have acquired, or obtained the right to acquire, beneficial ownership of fifteen (15%) percent of the outstanding Common Stock of the Company (the "Shares"); or (ii) ten (10) days following the commencement of, or announcement of an intention to make a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person or group of affiliated or associated persons of fifteen (15%) percent of such outstanding Shares; (iii) ten (10) days after a person or group of affiliated or associated persons has (x) become the owner of at least ten (10%) percent of the Shares or has filed a Schedule 13D or 13G with the Securities and Exchange Commission and (y) whose ownership interest is deemed by the Board to cause a material adverse impact on the business or the prospects of the Company; or (iv) a change in the composition of a majority of the BoardBoard 14.7. Notice and Date of Termination. Any termination pursuant to Sections 14.1 through 14.6, herein shall be communicated by written notice of termination to the other party (herein referred to as the "Notice of Termination"). The date of termination of the Employment hereunder (herein the "Date of Termination") shall be: (a) the date of the Executive's death, if his Employment is terminated for Death; or (b) the date on which a Notice of Termination is given or made effective, if the Employment is terminated by the Company for Disability, Cause or On Notice, respectively; or (c) the date on which a Notice of Termination is given or made effective, if the Employment is terminated by the Executive on Executive's Notice or by the Executive With Reason. 15.

By Executive With Reason. The Executive may terminate the Employment ------------------------ at any time for "good reason" (herein termination "By Executive With Reason"), upon one or more of the following: (a) The failure to elect or appoint, or re-elect or re-appoint the Executive to, or removal or improperly attempted removal of Executive from, his position as Vice President - Creative Director of the Company, except in connection with the proper termination of Executive's employment by reason of Cause, Death or Disability as provided herein; (b) A reduction in Executive's overall compensation other than his discretionary bonus under Section 9.3(a), or an adverse change in the nature or scope of the authorities, powers, functions or duties normally attached to Executive's position with the Company; (c) The Company's failure or refusal to perform any obligations required to be performed in accordance with this Agreement after reasonable notice an opportunity to cure same; and (d) A change in control of the company occurs. As used in this Section 14(d), a "Change in Control" shall be deemed to have occurred upon the passage of (i) ten (10) days following a public announcement that a person or group of affiliated or associated persons have acquired, or obtained the right to acquire, beneficial ownership of fifteen (15%) percent of the outstanding Common Stock of the Company (the "Shares"); or (ii) ten (10) days following the commencement of, or announcement of an intention to make a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person or group of affiliated or associated persons of fifteen (15%) percent of such outstanding Shares; (iii) ten (10) days after a person or group of affiliated or associated persons has (x) become the owner of at least ten (10%) percent of the Shares or has filed a Schedule 13D or 13G with the Securities and Exchange Commission and (y) whose ownership interest is deemed by the Board to cause a material adverse impact on the business or the prospects of the Company; or (iv) a change in the composition of a majority of the Board.

By Executive With Reason. The Executive may terminate the Employment ------------------------ at any time for "good reason" (herein termination "By Executive With Reason"), upon one or more of the following: (a) The failure to elect or appoint, or re-elect or re-appoint the Executive to, or removal or improperly attempted removal of Executive from, his position as Vice President - Creative Director Legal Affairs and General Counsel of the Company, except in connection with the proper termination of Executive's employment by reason of Cause, Death or Disability as provided herein; (b) A reduction in Executive's overall compensation other than his discretionary bonus under Section 9.3(a), or an adverse change in the nature or scope of the authorities, powers, functions or duties normally attached to Executive's position with the Company; (c) The Company's failure or refusal to perform any obligations required to be performed in accordance with this Agreement after reasonable notice an opportunity to cure same; and (d) A change in control of the company occurs. As used in this Section 14(d), a "Change in Control" shall be deemed to have occurred upon the passage of (i) ten (10) days following a public announcement that a person or group of affiliated or associated persons have acquired, or obtained the right to acquire, beneficial ownership of fifteen (15%) percent of the outstanding Common Stock of the Company (the "Shares"); or (ii) ten (10) days following the commencement of, or announcement of an intention to make a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person or group of affiliated or associated persons of fifteen (15%) percent of such outstanding Shares; (iii) ten (10) days after a person or group of affiliated or associated persons has (x) become the owner of at least ten (10%) percent of the Shares or has filed a Schedule 13D or 13G with the Securities and Exchange Commission and (y) whose ownership interest is deemed by the Board to cause a material adverse impact on the business or the prospects of the Company; or (iv) a change in the composition of a majority of the Board.