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) the failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder or a reduction in the Base Salary or Target Annual Bonus from the levels set forth in Sections 3 and 4, respectively (other than any across the board reduction in Base Salary and/or Annual Bonus of 15% or less which similarly affects the four other highest paid executive officers of the Company as of the date hereof, to the extent they are then employed by the Company) (B) any substantial and sustained diminution in Executive’s title, authority or responsibilities from those described in Section 2 hereof or (C) any relocation of Executive’s principal place of employment by more than 50 miles from the Company’s current offices in Ann Arbor, Michigan, without Executive’s consent; provided that either of the events described in clauses (A) and (B) of this Section 7(c)(ii) shall constitute Good Reason only if 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 thereof 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 Cause, or by Executive’s resignation for Good ReasonReason (subject to the notice requirements, which may be waived by the Company, as described above in this Section 8, and to the provision of Section 8(c)(ii), below). In addition to the foregoing, a notice of non-extension of the Employment Term by the Company shall be deemed to be a termination of the Executive’s employment without Cause as of the date the Company notifies Executive of such non-extension. (ii) For purposes of this Agreement, “Good Reason” shall mean mean, without Executive’s consent, (A) the failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder or a reduction in the Base Salary Executive’s base salary or Target Annual Bonus from the levels set forth in Sections 3 and 4annual bonus opportunity, respectively (other than any across the board reduction in Base Salary and/or Annual Bonus of 15% or less which similarly affects the four other highest paid executive officers of the Company as of the date hereof, to the extent they are then employed by the Company) (B) any a substantial and sustained diminution reduction in Executive’s titleduties, authority or responsibilities from those described in Section 2 hereof or authorities, and responsibilities, (C) any relocation a transfer of Executive’s principal place of employment primary workplace by more than 50 fifty (50) miles from the Company’s current offices in Ann ArborWilmington, MichiganMassachusetts, without or (D) following a “Change in Control” (as defined in the Plan), a material adverse change in Executive’s consentaggregate duties and responsibilities from such aggregate duties and responsibilities in effect immediately prior to such Change in Control, such that Executive does not continue employment in a role comparable to the position described in Section 2 hereof; provided that either of the these events described in clauses (A) and (B) of this Section 7(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; and 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 thereof 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) the failure of the Company to pay or cause to be paid Executive’s 's Base Salary or Annual Bonus, when due hereunder or a reduction in the Base Salary or Target Annual Bonus from the levels set forth in Sections 3 and 4, respectively (other than any across the board reduction in Base Salary and/or Annual Bonus of 15% or less which similarly affects the four other highest paid executive officers of the Company as of the date hereof, to the extent they are then employed by the Company) (B) any substantial and sustained diminution in Executive’s 's title, authority or responsibilities from those described in Section 2 hereof or (C) any relocation of Executive’s 's principal place of employment by more than 50 miles from the Company’s 's current offices in Ann Arbor, Michigan, without Executive’s 's consent; provided that either of the events described in clauses (A) and (B) of this Section 7(c)(ii) shall constitute Good Reason only if 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 's knowledge thereof, unless Executive has given the Company written notice thereof 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 (other than by reason of death or Disability) or by Executive’s resignation for Good Reason. (ii) For purposes of this Agreement, “Good Reason” shall mean mean, without Executive’s written consent, (A) the failure of the Company to pay or cause to be paid a reduction in Executive’s Base Salary or Annual Bonusas then in effect, when due hereunder or (B) a reduction in the Executive’s annual bonus opportunity to less than 100% of Base Salary or Target Annual Bonus from a material reduction by the levels set forth in Sections 3 and 4, respectively Company of benefits to which Executive is entitled (other than any across the board an overall reduction in Base Salary and/or Annual Bonus of 15% or less which similarly benefits that affects the four other highest paid executive officers substantially all full-time employees of the Company as Company), (C) Executive’s removal from the position of CEO of the date hereofCompany, to the extent they are then employed by the Company(D) (B) any substantial and sustained diminution a material adverse change in Executive’s titleauthority, authority or duties and responsibilities from those described in Section 2 hereof or that is substantially inconsistent with Executive’s position as CEO of the Company, (CE) any a relocation of Executive’s principal place of employment by with the Company of more than 50 35 miles from the Atlanta, Georgia metropolitan area, (F) the Company’s current offices in Ann Arborfailure to pay amounts to which Executive is entitled under this Agreement, Michigan, without Executiveor (G) the Company’s consentgiving written notice that it elects not to extend the Employment Term pursuant to Section 1 of this Agreement; provided that either of the events any event described in clauses (A) and through (BF) of this Section 7(c)(ii) above shall constitute Good Reason only if the Company fails to cure such event within 30 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that “Good Reason” Reason shall cease to exist for an event described in clauses (A) through (F) above on the 60th day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof 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) the failure of the Company to pay or cause to be paid Executive’s 's Base Salary or Annual Bonus, when due hereunder or a reduction in the Base Salary or Target Annual Bonus from the levels set forth in Sections 3 and 4, respectively (other than any across the board reduction in Base Salary and/or Annual Bonus of 15% or less which similarly affects the four other highest paid executive officers of the Company as of the date hereof, to the extent they are then employed by the Company) (B) any substantial and sustained diminution in Executive’s 's title, authority or responsibilities from those described in Section 2 hereof or (C) any relocation of Executive’s 's principal place of employment by more than 50 miles from the Company’s 's current offices in Ann ArborGastonia, MichiganNorth Carolina, without Executive’s 's consent; provided that either of the events described in clauses (A) and (B) of this Section 7(c)(ii) shall constitute Good Reason only if 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 's knowledge thereof, unless Executive has given the Company written notice thereof 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 Cause, or by Executive’s resignation for Good ReasonReason (subject to the notice requirements, which may be waived by the Company, as described above in this Section 7, and to the provision of Section 7(c)(ii), below). In addition to the foregoing, a notice of non-extension of the Employment Term by the Company shall be deemed to be a termination of the Executive’s employment without Cause as of the date the Company notifies Executive of such non-extension. (ii) For purposes of this Agreement, “Good Reason” shall mean (A) the failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder or a reduction in the Base Salary or Target Annual Bonus from the levels set forth in Sections 3 and 4, respectively (other than any across the board reduction in Base Salary and/or Annual Bonus of 15% or less which similarly affects the four other highest paid executive officers of the Company as of the date hereof, to the extent they are then employed by the Company) (B) any substantial and sustained diminution in Executive’s title, authority or responsibilities from those described in Section 2 hereof or (C) any relocation of Executive’s principal place of employment by more than 50 miles from the Company’s current offices in Ann Arbor, Michiganmean, without Executive’s consent, (A) a reduction in Executive’s base salary or annual bonus opportunity, (B) a substantial reduction in Executive’s duties, authorities, and responsibilities, (C) a transfer of Executive’s primary workplace by more than fifty (50) miles from the Executives current work place of [ ], or (D) following a “Change in Control” (as defined in the Plan), a material adverse change in Executive’s aggregate duties and responsibilities from such aggregate duties and responsibilities in effect immediately prior to such Change in Control, such that Executive does not continue employment in a role comparable to the position described in Section 2 hereof; provided that either of the these events described in clauses (A) and (B) of this Section 7(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; and 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 thereof 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 (other than by reason of death or Disability) or by Executive’s 's resignation for Good Reason. (ii) For purposes of this Agreement, “"Good Reason” " shall mean mean, without Executive's written consent, (A) the failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder or a reduction in Executive's Base Salary as then in effect, (B) a reduction in Executive's target Annual Bonus to less than 50% of the Base Salary or Target Annual Bonus from a material reduction by the levels set forth in Sections 3 and 4, respectively Company of Employee Benefits to which Executive is entitled (other than any across the board an overall reduction in Base Salary and/or Annual Bonus of 15% or less which similarly benefits that affects the four other highest paid executive officers substantially all full-time employees of the Company as of the date hereofand its affiliates), to the extent they are then employed by the Company) (B) any substantial and sustained diminution in Executive’s title, authority or responsibilities from those described in Section 2 hereof or (C) any Executive's removal from the position of Executive Vice President of the Company or Chief Financial Officer of the Company, (D) a material adverse change in Executive's authority, duties and responsibilities or reporting lines, (E) a relocation of Executive’s 's principal place of employment by with the Company of more than 50 35 miles from Executive's then current work location, (F) the Company’s current offices in Ann Arbor, Michigan, without Executive’s consent's failure to pay amounts to which Executive is entitled under this Agreement or (G) the Company's giving written notice that it elects not to extend the Employment Term pursuant to Section 1 of this Agreement; provided that either of the events any event described in clauses (A) and through (BF) of this Section 7(c)(ii) above shall constitute Good Reason only if the Company fails to cure such event within 30 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that “Good Reason” Reason shall cease to exist for an event on the 60th day following the later of its occurrence or Executive’s 's knowledge thereof, unless Executive has given the Company written notice thereof 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 Cause, or by Executive’s resignation for “Good Reason” (subject to the notice requirements, which may be waived by the Company, as described above in this Section 8, and to the provision of Section 8(c)(ii), below). In addition to the foregoing, a notice of non-extension of the Employment Term by the Company shall be deemed to be a termination of the Executive’s employment without Cause as of the date the Company notifies Executive in writing of such non-extension. (ii) For purposes of this Agreement, “Good Reason” shall mean mean, without Executive’s prior consent, (A) the failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder or a reduction in the Base Salary Executive’s base salary or Target Annual Bonus from the levels set forth in Sections 3 and 4annual bonus opportunity, respectively (other than any across the board reduction in Base Salary and/or Annual Bonus of 15% or less which similarly affects the four other highest paid executive officers of the Company as of the date hereof, to the extent they are then employed by the Company) (B) any a substantial and sustained diminution reduction in Executive’s titleduties, authority or responsibilities from those described in Section 2 hereof authorities, and responsibilities, or (C) any relocation a transfer of Executive’s principal place of employment primary workplace by more than 50 thirty-five (35) miles from the Company’s current offices in Ann ArborWilmington, Michigan, without Executive’s consentMassachusetts; provided that either of the events described in clauses (A) and (B) of this Section 7(c)(ii8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 30 10 days after receipt from Executive of written notice of the event which constitutes Good Reason; and 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 thereof 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 (other than by reason of death or Disability) or by Executive’s resignation for Good Reason. (ii) For purposes of this Agreement, “Good Reason” shall mean mean, without Executive’s written consent, (A) the failure of the Company to pay or cause to be paid a reduction in Executive’s Base Salary or Annual Bonusas then in effect, when due hereunder or (B) a reduction in Executive’s annual bonus opportunity to less than 50% or a material reduction by the Base Salary or Target Annual Bonus from the levels set forth in Sections 3 and 4, respectively Company of benefits to which Executive is entitled (other than any across the board an overall reduction in Base Salary and/or Annual Bonus of 15% or less which similarly benefits that affects the four other highest paid executive officers substantially all full-time employees of the Company as Company), (C) Executive’s removal from the position of CEO of the date hereofCompany, to the extent they are then employed by the Company(D) (B) any substantial and sustained diminution a material adverse change in Executive’s titleauthority, authority or duties and responsibilities from those described in Section 2 hereof or that is substantially inconsistent with Executive’s position as CEO of the Company, (CE) any a relocation of Executive’s principal place of employment by with the Company of more than 50 35 miles from the Atlanta, Georgia metropolitan area, (F) the Company’s current offices in Ann Arbor, Michigan, without Executivefailure to pay amounts to which Executive is entitled under this Agreement or (G) the Company’s consentgiving written notice that it elects not to extend the Employment Term pursuant to Section 1 of this Agreement; provided that either of the events any event described in clauses (A) and through (BF) of this Section 7(c)(ii) above shall constitute Good Reason only if the Company fails to cure such event within 30 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that “Good Reason” 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 thereof 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 failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder or a reduction in the Base Salary or Target Annual Bonus from the levels set forth in Sections 3 and 4, respectively (other than any across the board reduction in Base Salary and/or Annual Bonus of 15% or less which similarly affects the four other highest paid executive officers of the Company as of the date hereof, to the extent they are then employed by the Company) (B) any substantial and sustained diminution in Executive’s title, authority or responsibilities from those described in Section 2 hereof or (C) any relocation of Executive’s principal place of employment by more than 50 miles from the Company’s current offices in Ann ArborGastonia, MichiganNorth Carolina, without Executive’s consent; provided that either of the events described in clauses (A) and (B) of this Section 7(c)(ii) shall constitute Good Reason only if 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 thereof 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 Cause, or by Executive’s resignation for Good ReasonReason (subject to the notice requirements, which may be waived by the Company, as described above in this Section 8, and to the provision of Section 8(c)(ii), below). In addition to the foregoing, a notice of non-extension of the Employment Term by the Company shall be deemed to be a termination of the Executive’s employment without Cause as of the date the Company notifies Executive in writing of such non-extension. (ii) For purposes of this Agreement, “Good Reason” shall mean mean, without Executive’s consent, (A) the failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder or a reduction in the Base Salary Executive’s base salary or Target Annual Bonus from the levels set forth in Sections 3 and 4annual bonus opportunity, respectively (other than any across the board reduction in Base Salary and/or Annual Bonus of 15% or less which similarly affects the four other highest paid executive officers of the Company as of the date hereof, to the extent they are then employed by the Company) (B) any a substantial and sustained diminution reduction in Executive’s titleduties, authority or responsibilities from those described in Section 2 hereof or authorities, and responsibilities, (C) any relocation a transfer of Executive’s principal place of employment primary workplace by more than 50 thirty-five (35) miles from the Company’s current offices in Ann ArborWilmington, Michigan, without Executive’s consentMassachusetts; provided that either of the events described in clauses (A) and (B) of this providedthat Section 7(c)(ii8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 30 10 days after receipt from Executive of written notice of the event which constitutes Good Reason; and 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 thereof 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. A notice by the Company of its election not to extend the Employment Term or any Extension Date shall be deemed to be a termination of Executive’s employment without Cause. (ii) For purposes of this AgreementSection 8(c), “Good Reason” shall mean (A) the failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, if earned, when due hereunder hereunder, or a reduction in to comply with the Base Salary or Target Annual Bonus from provisions of Section 5 of this Agreement, (B) the levels set forth in Sections 3 and 4, respectively (other than any across the board reduction in Base Salary and/or Annual Bonus of 15% or less which similarly affects the four other highest paid executive officers failure of the Company as to move the Company headquarters to Atlanta, Georgia within one year of the date hereof, to commencement of the extent they are then employed by the Company) Employment Term or (BC) any substantial and sustained material diminution in Executive’s title, authority or responsibilities from those described in Section 2 hereof or (C) hereof; provided, however, that any relocation of Executive’s principal place of employment by more than 50 miles from the Company’s current offices in Ann Arbor, Michigan, without Executive’s consent; provided that either of the events described in clauses (A), (B) and (BC) of this Section 7(c)(ii8(c)(ii) shall constitute Good Reason only if 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 thereof 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. A notice by the Company of its election not to extend the Employment Term or any Extension Date shall be deemed to be a termination of Executive's employment without Cause. (ii) For purposes of this AgreementSection 8(c), “"Good Reason” " shall mean (A) the failure of the Company to pay or cause to be paid Executive’s 's Base Salary or Annual BonusBonus in amounts determined pursuant to Section 3 and Section 4(a) of this Agreement, if earned, when due hereunder hereunder, or a reduction in to comply with the Base Salary or Target Annual Bonus from the levels set forth in Sections 3 and 4provisions of Section 5 of this Agreement, respectively (other than any across the board reduction in Base Salary and/or Annual Bonus of 15% or less which similarly affects the four other highest paid executive officers of the Company as of the date hereof, to the extent they are then employed by the Company) (B) any substantial and sustained material diminution in Executive’s title, 's authority or responsibilities from those described in Section 2 hereof or (C) any the relocation of Executive’s principal place of employment by more than 50 miles from 's primary office outside the Company’s current offices in Ann Arborfive-county metropolitan Atlanta area; provided, Michiganhowever, without Executive’s consent; provided that either any of the events described in clauses (A), (B) and (BC) of this Section 7(c)(ii8(c)(ii) shall constitute Good Reason only if 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 as to clause (B) or (C) on the 60th day following the later of its occurrence or Executive’s 's knowledge thereof, unless Executive has given the Company written notice thereof 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 Cause, or by Executive’s resignation for Good ReasonReason (subject to the notice requirements, which may be waived by the Company, as described above in this Section 8, and to the provision of Section 8(c)(ii), below). In addition to the foregoing, a notice of non-extension of the Employment Term by the Company shall be deemed to be a termination of the Executive’s employment without Cause as of the date the Company notifies Executive in writing of such non-extension. (ii) For purposes of this Agreement, “Good Reason” shall mean mean, without Executive’s consent, (A) the failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder or a reduction in the Base Salary Executive’s base salary or Target Annual Bonus from the levels set forth in Sections 3 and 4annual bonus opportunity, respectively (other than any across the board reduction in Base Salary and/or Annual Bonus of 15% or less which similarly affects the four other highest paid executive officers of the Company as of the date hereof, to the extent they are then employed by the Company) (B) any a substantial and sustained diminution reduction in Executive’s titleduties, authority or responsibilities from those described in Section 2 hereof or authorities, and responsibilities, (C) any relocation a transfer of Executive’s principal place of employment primary workplace by more than 50 thirty-five (35) miles from the Company’s current offices in Ann ArborWilmington, Michigan, without Executive’s consentMassachusetts; provided that either of the events described in clauses (A) and (B) of this providedthat Section 7(c)(ii8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 30 10 days after receipt from Executive of written notice of the event which constitutes Good Reason; and provided, further, that “Good Reason” shall cease to exist for an event on the 60th 90th day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof 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) the failure of the Company to pay or cause to be paid Executive’s 's Base Salary or Annual Bonus, when due hereunder or a reduction in the Base Salary or Target Annual Bonus from the levels set forth in Sections 3 and 4, respectively (other than any across the board reduction in Base Salary and/or Annual Bonus of 15% or less which similarly affects the four other highest paid executive officers of the Company as of the date hereof, to the extent they are then employed by the Company) (B) any substantial and sustained diminution in Executive’s 's title, authority or responsibilities from those described in Section 2 hereof or (C) any relocation of Executive’s 's principal place of employment by more than 50 miles from the Company’s 's current offices in Ann Arbor, MichiganMichigan or McHenry, Illinois, without Executive’s 's consent; provided that either of the events described in clauses (A) and (B) of this Section 7(c)(ii) shall constitute Good Reason only if 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 's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.