Common use of Employer’s Material Breach Clause in Contracts

Employer’s Material Breach. Executive may terminate his employment upon Employer's material breach of this Agreement and the continuation of such breach for more than thirty (30) days after written demand for cure of such breach is given to Employer by Executive (which demand shall be made within thirty (30) days following the date on which Executive obtains actual knowledge of the material breach and shall identify the manner in which Employer has materially breached this Agreement). Employer's material breach of this Agreement shall mean (i) the failure of Employer to make any payment that it is required to make hereunder to Executive when such payment is due; (ii) the assignment to Executive, without Executive's written consent, of any duties materially inconsistent with his positions, duties, responsibilities and status with Employer, or a material change in Executive's reporting responsibilities, or any change to Executive's title, or any plan, act, scheme or design to constructively terminate the Executive, except in connection with the termination by Employer for Cause or Disability or as a result of Executive's death or voluntary resignation; (iii) a permanent reassignment of Executive's principal place of employment, without the written consent of Executive, to a location more than fifty (50) miles therefrom; (iv) a reduction by Employer in Executive's Base Salary, except if such reduction is part of an overall cost reduction program of Employer to reduce the Base Salary of all other executives or employees; (v) the removal of Executive as a voting member of the Board; (vi) Employer's failure to grant the Option; or (vii) the creation of a position of executive chairman of the Board without the consent of Executive.

Employer’s Material Breach. Executive may terminate his employment upon Employer's material breach of this Agreement and the continuation of such breach for more than thirty (30) days after written demand for cure of such breach is given to Employer by Executive (which demand shall be made within thirty (30) days following the date on which Executive obtains actual knowledge of the material breach and shall identify the manner in which Employer has materially breached this Agreement). Employer's material breach of this Agreement shall mean (i) the failure of Employer to make any payment that it is required to make hereunder to Executive when such payment is due; (ii) the assignment to Executive, without Executive's written consent, of any duties materially inconsistent with his positions, duties, responsibilities and status with Employer, or a material change in Executive's reporting responsibilities, or any change to Executive's title, or any plan, act, scheme or design to constructively terminate the Executive, except in connection with the termination by Employer for Cause or Disability or as a result of Executive's death or voluntary resignation; (iii) a permanent reassignment of Executive's principal place of employment, without the written consent of Executive, to a location more than fifty (50) miles therefrom; (iv) a reduction by Employer in Executive's Base Salary, except if such reduction is part of an overall cost reduction program of Employer to reduce the Base Salary of all other executives or employees; (v) the removal of Executive as a voting member of the Board; (vi) Employer's failure to grant the Option; or (vii) the creation of a position of executive chairman of the Board without the consent of Executive. In no event will a termination of employment by Executive be considered to be made pursuant to this Section 3.2.6 if employee has not notified the Employer within sixty (60) days after the date of Employer's material breach of this Agreement.