Common use of By the Company Without Cause or Resignation by Executive for Good Reason Clause in Contracts

By the Company Without Cause or Resignation by Executive for Good Reason. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation for Good Reason. (ii) For purposes of this Agreement, “Good Reason” shall mean (A) breach by the Company of any material term of this Agreement, including but not limited to the failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder, and (B) any material diminution in Executive’s then current authority, title, reporting relationship or responsibilities; provided that the events described in this Section 8(c)(ii) shall constitute Good Reason only if (x) Executive notifies the Company in writing that an event constituting Good Reason has occurred, which notice shall be provided within 30 days after Executive first becomes aware of the occurrence of such event constituting Good Reason, (y) the Company fails to cure such event within 30 days after receipt of the written notice from Executive, and (z) Executive resigns employment within 30 days following expiration of the Company’s cure period.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation for Good Reason. (ii) For purposes of this Agreement, “Good Reason” shall mean (A) breach by the Company of any material term of this Agreement, including but not limited to the failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder, and (B) any material reduction in Executive’s Base Salary or Annual Bonus opportunity hereunder, (C) any substantial and sustained diminution in Executive’s then current authority, title, reporting relationship or responsibilitiesresponsibilities from those described in Section 2(a) hereof, or (D) the Company’s material breach of this Agreement; provided that any of the events described in clauses (A) through (D) of this Section 8(c)(ii) shall constitute Good Reason only if (x) Executive notifies the Company in writing that an event constituting Good Reason has occurred, which notice shall be provided within 30 days after Executive first becomes aware of the occurrence of such event constituting Good Reason, (y) the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that “Good Reason” shall cease to exist for an event on the 60th day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Company written notice from thereof prior to such date. For purposes of this Agreement, Good Reason shall not be deemed to have occurred by reason of Executive, and (z’s reassignment to a position as described in the last sentence of Section 2(a) Executive resigns employment within 30 days following expiration of the Company’s cure periodhereof.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation for Good Reason. (ii) For purposes of this Agreement, “Good Reason” shall mean (A) breach by the Company of any material term of this Agreement, including but not limited to the failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder, and (B) any material diminution in Executive’s then current authority, title, reporting relationship or responsibilities; provided that the events described in this Section 8(c)(ii) shall constitute Good Reason only if (x) Executive notifies the Company in writing that an event constituting Good Reason has occurred, which notice shall be provided within 30 days after Executive first becomes aware of the occurrence of such event constituting Good Reason, (y) the Company fails to cure such event within 30 days after receipt of the written notice from Executive, and (z) Executive resigns employment within 30 days following expiration of the Company’s cure period.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) 1. The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation for Good Reason. (ii) 2. For purposes of this Agreement, “Good Reason” shall mean (A) any material reduction in Executive’s position, duties, authority, or compensation from those described in this Agreement; or (B) change of reporting relationship as provided for in section II.A; (C) any relocation of the Company’s corporate office that is more than fifty (50) miles from its current location; or (D) the Company’s breach by the Company of any a material term of this Agreement, including but not limited Agreement or material duty owed to the failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder, and (B) any material diminution in Executive’s then current authority, title, reporting relationship or responsibilities; provided that either of the events described in clauses (A), (B), (C) and (D) of this Section 8(c)(ii) IV.C.2 shall constitute Good Reason only if (x) Executive notifies the Company in writing that an event constituting Good Reason has occurred, which notice shall be provided within 30 days after Executive first becomes aware of the occurrence of such event constituting Good Reason, (y) the Company fails to cure such event within 30 ten (10) business days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that “Good Reason” shall cease to exist for an event on the sixtieth (60th) day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Company written notice from Executive, and (z) Executive resigns employment within 30 days following expiration of the Company’s cure periodthereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) The Employment Term and Executive’s 's employment hereunder may be terminated by the Company without Cause or by Executive’s 's resignation for Good Reason. (ii) For purposes of this Agreement, “"Good Reason” " shall mean mean: (Ax) breach by a reduction in the Company Executive's base salary (other than any general salary reduction affecting at least the majority of any material term of this Agreement, including but not limited to the failure salaried employees of the Company to pay Company), (y) a material and adverse reduction in the Executive's duties and responsibilities, or cause to be paid (z) a transfer of the Executive’s Base Salary or Annual Bonus's primary workplace by more than fifty (50) miles from the current workplace, when due hereunderother than as approved by any of the senior executives of the Company. Notwithstanding the foregoing, and (B) any material diminution in Executive’s then current authority, title, reporting relationship or responsibilities; provided that none of the events described in clauses (x) or (y) of this Section 8(c)(ii7(c)(ii) shall constitute Good Reason only if (x) unless Executive notifies shall have notified the Company in writing that an event constituting describing the events which constitute Good Reason has occurred, which notice shall be provided within 30 days after Executive first becomes aware of the occurrence of such event constituting Good Reason, (y) and then only if the Company fails shall have failed to cure such event within 30 thirty (30) days after the Company's receipt of the such written notice from Executive, and (z) Executive resigns employment within 30 days following expiration of the Company’s cure periodnotice.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation for Good Reason. (ii) For purposes of this Agreement, “Good Reason” shall mean (A) breach by the Company of any material term of this Agreement, including but not limited to the failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder, hereunder or (B) any substantial and sustained diminution in Executive’s authority or responsibilities from those described in Section 2 hereof; provided that either of the events described in clauses (A) and (B) any material diminution in Executive’s then current authority, title, reporting relationship or responsibilities; provided that the events described in of this Section 8(c)(ii) shall constitute Good Reason only if (x) Executive notifies the Company in writing that an event constituting Good Reason has occurred, which notice shall be provided within 30 days after Executive first becomes aware of the occurrence of such event constituting Good Reason, (y) the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that “Good Reason” shall cease to exist for an event on the 60th day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Company written notice from Executive, and (z) Executive resigns employment within 30 days following expiration of the Company’s cure periodthereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation for Good Reason. (ii) For purposes of this Agreement, “Good Reason” shall mean (A) the Company’s substantial breach by the Company of any material term of this Agreement, Agreement including but not limited to the failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder, (B) any substantial and sustained diminution in Executive’s authority or responsibilities as Chief Executive Officer of the Company or (C) any relocation of the location at which Executive is required to provide his services to a location that is more than 45 miles from its location as of the date herof; provided that either of the events described in clauses (A) and (B) any material diminution in Executive’s then current authority, title, reporting relationship or responsibilities; provided that the events described in of this Section 8(c)(ii8(b)(ii) shall constitute Good Reason only if (x) Executive notifies the Company in writing that an event constituting Good Reason has occurred, which notice shall be provided within 30 days after Executive first becomes aware of the occurrence of such event constituting Good Reason, (y) the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that “Good Reason” shall cease to exist for an event on the 60th day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Company written notice from Executive, and (z) Executive resigns employment within 30 days following expiration of the Company’s cure periodthereof prior to such date.

By the Company Without Cause or Resignation by Executive for Good Reason. (i) The Employment Term and Executive’s 's employment hereunder may be terminated by the Company without Cause or by Executive’s 's resignation for Good Reason. (ii) For purposes of this Agreement, “"Good Reason” " shall mean (A) breach by the Company of any material term of this Agreement, including but not limited to the failure of the Company to pay or cause to be paid Executive’s 's Base Salary or Annual Bonus, when due hereunder, or (B) any substantial and sustained diminution in Executive's duties or responsibilities from those described in Section 2 hereof; provided, however, that either of the events described in clauses (A) and (B) any material diminution in Executive’s then current authority, title, reporting relationship or responsibilities; provided that the events described in of this Section 8(c)(ii7(c)(ii) shall constitute Good Reason only if (x) Executive notifies the Company in writing that an event constituting Good Reason has occurred, which notice shall be provided within 30 days after Executive first becomes aware of the occurrence of such event constituting Good Reason, (y) the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the 50th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice from Executive, and (z) Executive resigns employment within 30 days following expiration of the Company’s cure periodthereof prior to such date.