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 of this Agreement and (y) shall not include a termination due to death or Disability) or by Executive's ’s resignation for Good Reason (each, a "Qualifying Termination")Reason. (ii) For purposes of this AgreementSection 9(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 Bonus (to the extent earned in accordance with the terms of any applicable annual bonus or annual incentive arrangement)Bonus, if anyearned, when due hereunder, or to comply with the provisions of Section 5 of this Agreement, or (B) any substantial and sustained material diminution in Executive's ’s authority or responsibilitiesresponsibilities from those described in Section 2 hereof; provided provided, however, that either any of the events described in clauses (A) and or (B) of this Section 7(c)(ii9(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) 1. 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 of this Agreement and (y) shall not include a termination due to death or Disability) or by Executive's ’s resignation for Good Reason (each, a "Qualifying Termination")Reason. (ii) 2. For purposes of this Agreement, "“Good Reason" ” shall mean (A) the failure of the Company to pay any material reduction in Executive’s position, duties, authority or cause to be paid Executive's Base Salary or Annual Bonus (to the extent earned compensation from those described in accordance with the terms of any applicable annual bonus or annual incentive arrangement), if any, when due this Agreement; or (B) any substantial and sustained diminution in relocation of the Company’s corporate office that is more than fifty (50) miles from its current location; or (C) the Company’s breach of a material term of this Agreement or material duty owed to the Executive's authority or responsibilities; provided that either of the events described in clauses (A) ), (B), and (BC) of this Section 7(c)(ii) IV.C.2 shall constitute Good Reason only if 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; providedprovided , further, that "“Good Reason" ” shall cease to exist for an event on the 60th sixtieth (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) 1. 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 of this Agreement and (y) shall not include a termination due to death or Disability) or by Executive's ’s resignation for Good Reason (each, a "Qualifying Termination")Reason. (ii) 2. For purposes of this Agreement, "“Good Reason" ” shall mean (A) the failure of the Company to pay any material reduction in Executive’s position, duties, authority or cause to be paid Executive's Base Salary or Annual Bonus (to the extent earned compensation from those described in accordance with the terms of any applicable annual bonus or annual incentive arrangement), if any, when due this Agreement; or (B) any substantial and sustained diminution in relocation of the Company’s corporate office that is more than fifty (50) miles from its current location; or (C) the Company’s breach of a material term of this Agreement or material duty owed to the Executive's authority or responsibilities; provided that either of the events described in clauses (A) ), (B), and (BC) of this Section 7(c)(ii) IV.C.2. shall constitute Good Reason only if 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 60th sixtieth (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) 1. 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 of this Agreement and (y) shall not include a termination due to death or Disability) or by Executive's ’s resignation for Good Reason (each, a "Qualifying Termination")Reason. (ii) 2. For purposes of this Agreement, "“Good Reason" ” shall mean (A) the failure of the Company to pay any material reduction in Executive’s position, duties, authority or cause to be paid Executive's Base Salary or Annual Bonus (to the extent earned compensation from those described in accordance with the terms of any applicable annual bonus or annual incentive arrangement), if any, when due this Agreement; or (B) any substantial and sustained diminution in relocation of the Company’s corporate office that is more than fifty (50) miles from its current location; or (C) the Company’s breach of a material term of this Agreement or material duty owed to the Executive's authority or responsibilities; provided that either of the events described in clauses (A) ), (B), and (BC) of this Section 7(c)(ii) IV.C.2 shall constitute Good Reason only if 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 60th sixtieth (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 ’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 ’s resignation for Good Reason (each, a "Qualifying Termination")Reason. (ii) For purposes of this Agreement, "“Good Reason" ” shall mean mean, during the Employment Term (A) the any material adverse diminution in Executive’s duties or responsibilities such that they are materially inconsistent with Executive’s position (except for diminution due to Executive’s disability or temporary illness or other absence), (B) failure of the Company to timely pay Executive any of the compensation set forth in Sections 3, 4 or cause to be paid Executive's Base Salary or Annual Bonus (to 5 of the extent earned in accordance with the terms of any applicable annual bonus or annual incentive arrangement), if any, when due Agreement or (BC) the LLC Agreement or any substantial and sustained diminution in successor agreement is modified after the date hereof to materially adversely affect Executive's authority ’s duties or responsibilitiesauthorities or other interests without Executive’s written consent; provided that either of the events described in clauses (A) and (B) of this Section 7(c)(iino such event(s) shall constitute “Good Reason” unless Executive has given written notice to the Company of Executive’s intention to resign for Good Reason only if within 90 days of the occurrence of any such event and the Company fails shall have failed to cure such event event(s) within 30 thirty (30) days after receipt by the Company 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 describing in detail such date..events.