Common use of Events Giving Right to Terminate for Good Reason Clause in Contracts

Events Giving Right to Terminate for Good Reason. The Executive may resign for Good Reason at any time during the Employment Period, as hereinafter set forth. As used in this Agreement, the term "Good Reason" means any of the following: (i) any reduction in title or a material adverse change in the Executive's responsibilities or authority which are inconsistent with, or the assignment to the Executive of duties inconsistent with, the Executive's status as Chief Executive Officer of Medifast; (ii) any reassignment of the Executive to a principal office which is more than 15 miles from Owings Mills, Maryland; (iii) any removal of the Executive from office except for any termination of the Executive's employment under the provisions of Section 3(a) or (d); (iv) any reduction in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time; (v) any failure by Medifast to provide the Executive with benefits at least as favorable as those enjoyed by the Executive under any of the pension or welfare plans (as such terms are defined in ERISA Section 3) of Medifast in which the Executive is participating on the date of this Agreement, or the taking of any action that would materially reduce any of such benefits, unless the change is part of a change applicable in any case to employees generally; and (vi) any material breach of this Agreement by Medifast, coupled with the failure to cure the same within 30 days after receipt of a written notice of such breach from the Executive.