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 (which (x) shall include the Company's election not to extend the Employment Term pursuant to Section 1 of this Agreement and (y) shall not include a termination due to death or Disability) or by Executive's resignation for Good Reason (each, a "Qualifying Termination"). (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 (to the extent earned in accordance with the terms of any applicable annual bonus or annual incentive arrangement), if any, when due or (B) any substantial and sustained diminution in Executive's authority or responsibilities; 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 ’s employment hereunder may be terminated by the Company without Cause (which (x) shall include the Company's election not to extend the Employment Term pursuant to Section 1 other than by reason of this Agreement and (y) shall not include a termination due to death or Disability) or by Executive's resignation Executive for Good Reason (each, a "Qualifying Termination")Reason. (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 ’s Base Salary or Annual Bonus (to the extent earned in accordance with the terms of any applicable annual bonus or annual incentive arrangement)Bonus, if any, when due hereunder or failure to provide, in all material respects, the benefits described in Section 5, (B) any substantial and sustained diminution in Executive's ’s authority or responsibilitiesresponsibilities from those described in Section 2 hereof, (C) relocation of the Company’s headquarters more than fifty miles from the Pittsburgh, Pennsylvania metropolitan area, or (D) a material breach by the Company of this Agreement or any other plan or agreement under which Executive is entitled to compensation or benefits by reason of services provided to the Company hereunder; provided that either of the events described in clauses (A) and through (BD) 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 "that, “Good Reason" ” shall cease to exist for an any event described in this Section 8(c)(ii) on the 60th 90th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof of termination 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 (which (x) shall include the Company's election not to extend the Employment Term pursuant to Section 1 other than by reason of this Agreement and (y) shall not include a termination due to death or Disability) or by Executive's resignation Executive for Good Reason (each, a "Qualifying Termination")Reason. (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 ’s Base Salary or Annual Bonus (to the extent earned in accordance with the terms of any applicable annual bonus or annual incentive arrangement)Bonus, if any, when due hereunder or failure to provide, in all material respects, the benefits described in Section 5, (B) any substantial and sustained diminution in Executive's ’s authority or responsibilitiesresponsibilities from those described in Section 2 hereof, (C) relocation of the Company’s headquarters more than fifty miles from the Pittsburgh, Pennsylvania metropolitan area, or (D) a material breach by the Company of this Agreement or any other plan or agreement under which Executive is entitled to compensation or benefits by reason of services provided to the Company hereunder; provided that either of the events described in clauses (A) and through (BD) 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 "that, “Good Reason" ” shall cease to exist for an any event described in this Section 7(c)(ii) on the 60th 90th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof of termination 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 (which (x) shall include the Company's election not to extend the Employment Term pursuant to Section 1 other than by reason of this Agreement and (y) shall not include a termination due to death or Disability) or by Executive's resignation Executive for Good Reason (each, a "Qualifying Termination")Reason. (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 ’s Base Salary or Annual Bonus (to the extent earned in accordance with the terms of any applicable annual bonus or annual incentive arrangement)Bonus, if any, when due hereunder or failure to provide, in all material respects, the benefits described in Section 5, (B) any substantial and sustained diminution in Executive's ’s authority or responsibilitiesresponsibilities from those described in Section 2 hereof, (C) relocation of the Company’s headquarters more than fifty miles from the Pittsburgh, Pennsylvania metropolitan area, or (D) a material breach of this Agreement by the Company; provided that either of the events described in clauses (A) and through (BD) 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 "that, “Good Reason" ” shall cease to exist for an any event described in this Section 7(c)(ii) on the 60th 90th day following the later of its occurrence or Executive's ’s knowledge thereof, unless Executive has given the Company written notice thereof of termination 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 (which (x) shall include the Company's election not to extend the Employment Term pursuant to Section 1 other than by reason of this Agreement and (y) shall not include a termination due to death or Disability) or by Executive's resignation Executive for Good Reason (each, a "Qualifying Termination")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 ’s Base Salary or Annual Bonus (to the extent earned in accordance with the terms of any applicable annual bonus or annual incentive arrangement)Bonus, if any, when due hereunder or failure to provide, in all material respects, the benefits described in Section 5, (B) any substantial and sustained diminution in Executive's ’s position, authority or responsibilitiesresponsibilities from those described in Section 2 hereof, (C) relocation of the Company’s headquarters more than fifty miles from the Pittsburgh, Pennsylvania metropolitan area, or (D) a material breach of this Agreement by the Company; provided that either of the events described in clauses (A) and through (BD) 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 "that, “Good Reason" ” shall cease to exist for an any event described in this Section 7(c)(ii) 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 of termination prior to such date.