Common use of Executive Termination Upon Change in Office and Duties Clause in Contracts

Executive Termination Upon Change in Office and Duties. If during the term hereof the Executive suffers an Adverse Action, as such term is defined in the Change of Control Agreement separately entered into between the Company and Executive (the “COC”), Executive may terminate her employment under this Agreement, subject to the following procedures: (i) Within ninety (90) days after the Adverse Action, Executive shall notify the Company in writing of her desire to terminate employment on account of such Adverse Action; (ii) Following its receipt of such notice, the Company shall have thirty (30) days to remedy the Adverse Action; and (iii) If the Company fails to remedy the Adverse Action by the end of such thirty (30) day period and Executive's termination of employment occurs no later than two (2) years after the Adverse Action, the Adverse Action shall be treated as a one (1)-year written notice of the Company's intent to terminate Executive's employment without Cause and Executive's termination of employment shall be treated as a “Company Termination Without Cause” under subsection f, below. For the avoidance of doubt, the notice period and any right to continued compensation shall run from the date of the Adverse Action, and not from any later date.

Executive Termination Upon Change in Office and Duties. If during the term hereof the Executive suffers an Adverse Action, as such term is defined in the Change of Control Agreement separately entered into between the Company and Executive (the “COC”), Executive may terminate her his employment under this Agreement, subject to the following procedures: (i) Within ninety (90) days after the Adverse Action, Executive shall notify the Company in writing of her his desire to terminate employment on account of such Adverse Action; (ii) Following its receipt of such notice, the Company shall have thirty (30) days to remedy the Adverse Action; and (iii) If the Company fails to remedy the Adverse Action by the end of such thirty (30) day period and Executive's ’s termination of employment occurs no later than two (2) years after the Adverse Action, the Adverse Action shall be treated as a one ninety (1)-year 90) days written notice of the Company's ’s intent to terminate Executive's ’s employment without Cause and Executive's ’s termination of employment shall be treated as a “Company Termination Without Cause” under subsection f, below. For the avoidance of doubt, the notice period and any right to continued compensation shall run from the date of the Adverse Action, and not from any later date.

Executive Termination Upon Change in Office and Duties. If during the term hereof the Company does not continue Executive suffers in the office of Chief Executive Officer or he is elected to some other principal executive office that is unsatisfactory to Executive (each an “Adverse Action, as such term is defined in the Change of Control Agreement separately entered into between the Company and Executive (the “COC”), Executive shall not be required to continue to serve the Company in such modified office and may terminate her his employment under this Agreement, subject to the following procedures: (i) Within ninety (90) days after the Adverse Action, Executive shall notify the Company in writing of her his desire to terminate employment on account of such Adverse Action; (ii) Following its receipt of such notice, the Company shall have thirty (30) days to remedy the Adverse Action; and (iii) If the Company fails to remedy the Adverse Action by the end of such thirty (30) day period and Executive's ’s termination of employment occurs no later than two (2) years after the Adverse Action, the Adverse Action shall be treated as a one (1)-year written notice of the Company's ’s intent to terminate Executive's ’s employment without Cause and Executive's ’s termination of employment shall be treated as a “Company Termination Without Cause” under subsection f, below. For the avoidance of doubt, the notice period and any right to continued compensation shall run from the date of the Adverse Action, and not from any later date. For the avoidance of doubt, a request that Executive cease to be a member of the Board shall not be treated as an Adverse Action under this Section 5.b.

Executive Termination Upon Change in Office and Duties. If during the term hereof the Company does not continue Executive suffers in the office of Executive Chairman or he is elected to some other principal executive office that is unsatisfactory to Executive (each an “Adverse Action, as such term is defined in the Change of Control Agreement separately entered into between the Company and Executive (the “COC”), Executive shall not be required to continue to serve the Company in such modified office and may terminate her his employment under this Agreement, subject to the following procedures: (i) Within ninety (90) days after the Adverse Action, Executive shall notify the Company in writing of her his desire to terminate employment on account of such Adverse Action; (ii) Following its receipt of such notice, the Company shall have thirty (30) days to remedy the Adverse Action; and (iii) If the Company fails to remedy the Adverse Action by the end of such thirty (30) day period and Executive's ’s termination of employment occurs no later than two (2) years after the Adverse Action, the Adverse Action shall be treated as a one ninety (1)-year 90)-day written notice of the Company's ’s intent to terminate Executive's ’s employment without Cause and Executive's ’s termination of employment shall be treated as a “Company Termination Without Cause” under subsection f, below. For the avoidance of doubt, the notice period and any right to continued compensation shall run from the date of the Adverse Action, and not from any later date.