Common use of Executive Termination Clause in Contracts

Executive Termination. Except during the Change of Control Protection Period, Executive agrees to give the Company ninety (90) days prior written notice of the termination of his employment with the Company. Simultaneously with such notice, except during the Change of Control Protection Period, Executive shall inform the Company in writing as to his employment/consulting plans following the termination of his employment with the Company. In the event Executive has terminated his employment with the Company because Executive can show that there has been: (a) a material downgrading in Executive’s duties, titles or responsibilities or a reduction in his Base Salary of 5% or more or a reduction in his annual target incentive compensation of 10% or more, (b) a change in Executive’s principal place of business to a location not within 50 miles of its present location, (c) any significant and prolonged increase in the traveling requirements applicable to the discharge of Executive’s responsibilities or (d) any other material adverse change in working conditions, responsibilities or prestige (including a notice under Section 1.02 hereof that the Term will not be further extended), Executive shall be entitled to the compensation provided for in Section 2.05 upon such termination; provided that, except during the Change of Control Protection Period, Executive must provide notice of termination within ninety (90) days of the occurrence of a change Executive believes to be covered by clause (a), (b) or (d) herein in order to claim that the termination is because of such change. Otherwise, all obligations of the Company under Articles I and II cease upon termination, except for the payment of any salary accrued and unpaid under Section 1.03 hereof. The obligations of Executive under Article IV hereof shall continue notwithstanding termination of Executive’s employment pursuant to this Section 2.04.

Executive Termination. Except during the Change of Control Protection Period, Executive agrees to give the Company ninety (90) days prior written notice of the termination of his employment with the Company. Simultaneously with such notice, except during the Change of Control Protection Period, Executive shall inform the Company in writing as to his employment/consulting plans following the termination of his employment with the Company. In the event Executive has terminated his employment with the Company because Executive can show that there has been: (a) a material downgrading in Executive’s duties, titles or responsibilities or a reduction in his Base Salary of 5% or more or a reduction in his annual target incentive compensation of 10% or more, (b) a change in Executive’s principal place of business to a location not within 50 miles of its present location, (c) any significant and prolonged increase in the traveling requirements applicable to the discharge of Executive’s responsibilities or (d) any other material adverse change in working conditions, responsibilities or prestige (including a notice under Section 1.02 hereof that the Term will not be further extended), Executive shall be entitled to the compensation provided for in Section 2.05 upon such termination; provided that, except during the Change of Control Protection Period, Executive must provide notice of termination within ninety (90) days of the occurrence of a change Executive believes to be covered by clause (a), (b) or (d) herein in order to claim that the termination is because of such change. Otherwise, all obligations of the Company under Articles Article I and II cease upon termination, except for the payment of any salary accrued and unpaid under Section 1.03 hereof. The obligations of Executive under Article IV hereof shall continue notwithstanding termination of Executive’s employment pursuant to this Section 2.04.