Common use of Executive’s Right to Terminate Clause in Contracts

Executive’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Executive shall have the right to terminate Executive's employment under this Agreement at any time for any of the following reasons: (i) a material diminution in Executive's authority, duties, or responsibilities from those applicable to Executive as of the Effective Date, including a change in the reporting structure so that Executive reports other than to the Chief Executive Officer or President of Company; (ii) a material change in the geographic location at which Executive must perform services, which for purposes of this Agreement shall mean Company requiring Executive to be permanently based more than 50 miles outside the city limits of Houston, Texas; (iii) a material diminution in Executive's base salary; (iv) a material breach by Company of any provision of this Agreement (including, without limitation, paragraphs 1.2, 3.2, or 3.7 of this Agreement); or (v) for any other reason whatsoever, in the sole discretion of Executive. For purposes of this Agreement, Executive's employment by Company will be considered to have been terminated by Executive for "Good Reason" if such termination of employment is by Executive for a reason encompassed by paragraphs 2.3(i), (ii), (iii), or (iv). Further, notwithstanding the foregoing provisions of this paragraph 2.3 or any other provision in this Agreement to the contrary, any assertion by Executive of a termination of employment for Good Reason shall not be effective unless all of the following conditions are satisfied: (1) the condition described in paragraphs 2.3(i), (ii), (iii), or (iv) giving rise to Executive's termination of employment must have arisen without Executive's written consent; (2) Executive must provide written notice to Company of such condition in accordance with paragraph 5.2 within 90 days of the initial existence of the condition; (3) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by Company; and (4) the date of Executive's termination of employment must occur within 180 days after the initial existence of the condition specified in such notice.

Executive’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1Section 1(b), Executive shall have the right to terminate Executive's ’s employment under this Agreement at any time hereunder for any of the following reasons: (i) a material diminution in Executive's authority, duties, or responsibilities from those applicable to Executive as of the Effective Date, including a change in the reporting structure so that Executive reports other than to the Chief Executive Officer or President of Company; (ii) a material change in the geographic location at which Executive must perform services, for “Good Reason,” which for purposes of this Agreement shall mean Company requiring Executive to be permanently within 60 days of, and in connection with or based more than 50 miles outside the city limits of Houstonupon, Texas; without Executive’s prior consent, a (iiiA) a material diminution in Executive's base salary; ’s total compensation opportunity relative to Executive’s total compensation opportunity in effect on the Effective Date; (ivB) a material breach by the Company of any provision of its covenants or obligations under this Agreement; (C) material reduction in Executive’s authority, duties or responsibilities or reporting relationship; (D) the involuntary relocation of the geographic location of Executive’s principal place of employment by more than 30 miles from the location of Executive’s principal place of employment as of the Effective Date; and (E) following a Change in Control (as defined below), the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement (including, without limitation, paragraphs 1.2, 3.2, or 3.7 of this Agreement); or (v) for any other reason whatsoever, in the sole discretion same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of Executive. For purposes of this Agreementlaw; provided, Executive's employment by Company will be considered to have been terminated by Executive for "Good Reason" if such termination of employment is by Executive for a reason encompassed by paragraphs 2.3(i)however, (ii), (iii), or (iv). Further, that notwithstanding the foregoing provisions of this paragraph 2.3 Section 6(b) or any other provision in of this Agreement to the contrary, any assertion by Executive of a termination of employment for Good Reason shall not be effective unless all of the following conditions are satisfied: (1) the condition described in paragraphs 2.3(iSection 6(b)(i)(A), (iiB), (iiiC), (D) or (ivE) giving rise to Executive's ’s termination of employment must have arisen without Executive's written ’s consent; (2) Executive must provide written notice to Company the Board of the existence of such condition in accordance with paragraph 5.2 condition(s) within 90 30 days of the initial existence of the conditionsuch condition(s); (3) the condition condition(s) specified in such notice must remain uncorrected for 30 days after following the Board’s receipt of such notice by Companywritten notice; and (4) the date of Executive's ’s termination of employment must occur within 180 60 days after the initial existence of the condition condition(s) specified in such notice; or (ii) at any time for any other reason whatsoever or for no reason at all.

Executive’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Executive shall have the right to terminate Executive's his employment under this Agreement at any time for any of the following reasons: (i) a material diminution in Executive's ’s authority, duties, or responsibilities from those applicable to Executive him as of the Effective Date, including a change in the reporting structure so that Executive reports other than to the Chief Executive Officer or President of Company; (ii) a material change in the geographic location at which Executive must perform services, which for purposes of this Agreement shall mean Company the Employers requiring Executive to be permanently based in a location that is more than 50 miles outside the city limits of both Houston, TexasTexas and Chicago, Illinois; (iii) a material diminution in Executive's ’s base salary, except as permitted by paragraph 3.1; (iv) the failure to appoint Executive as Chairman of the Board in accordance with paragraph 1.2 or removal of Executive from such position (other than as permitted by paragraph 1.2); (v) expiration of the Initial Term or the Extended Term by reason of a notice of non-renewal of this Agreement given by the Company pursuant to paragraph 2.1; or (vi) a material breach by Company the Employers of any provision of this Agreement (including, without limitation, paragraphs 1.2, 3.2, or 3.7 3.8 of this Agreement); or; (vvii) for any other reason whatsoever, in the sole discretion of Executive. For purposes of this Agreement, Executive's ’s employment by Company the Employers will be considered to have been terminated by Executive for "“Good Reason" ” if such termination of employment is by Executive for a reason encompassed by paragraphs 2.3(i), (ii), (iii), (iv), (v) or (ivvi). Further, notwithstanding the foregoing provisions of this paragraph 2.3 or any other provision in this Agreement to the contrary, any assertion by Executive of a termination of employment for Good Reason shall not be effective unless all of the following conditions are satisfied: (1) the condition described in paragraphs 2.3(i), (ii), (iii), (iv), (v) or (ivvi) giving rise to Executive's ’s termination of employment must have arisen without Executive's ’s written consent; (2) Executive must provide written notice to the Company of such condition in accordance with paragraph 5.2 within 90 days of the initial existence of the condition; (3) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by the Company; and (4) the date of Executive's ’s termination of employment must occur within 180 days two years after the initial existence of the condition specified in such notice.

Executive’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Executive shall have the right to terminate Executive's his employment under this Agreement at any time for any of the following reasons: (i) a material diminution in Executive's authority, duties, or responsibilities from those applicable to Executive him as of the Effective Date, including a change in the reporting structure so that Executive reports other than to the Chief Executive Officer or President of Company; (ii) a material change in the geographic location at which Executive must perform services, which for purposes of this Agreement shall mean Company requiring Executive to be permanently based more than 50 miles outside the city limits of Houston, Texas; (iii) a material diminution in Executive's base salary; (iv) a material breach by Company of any provision of this Agreement (including, without limitation, paragraphs 1.2, 3.2, or 3.7 3.8 of this Agreement); or (v) for any other reason whatsoever, in the sole discretion of Executive. For purposes of this Agreement, Executive's employment by Company will be considered to have been terminated by Executive for "Good Reason" if such termination of employment is by Executive for a reason encompassed by paragraphs 2.3(i), (ii), (iii), or (iv). Further, notwithstanding the foregoing provisions of this paragraph 2.3 or any other provision in this Agreement to the contrary, any assertion by Executive of a termination of employment for Good Reason shall not be effective unless all of the following conditions are satisfied: (1) the condition described in paragraphs 2.3(i), (ii), (iii), or (iv) giving rise to Executive's termination of employment must have arisen without Executive's written consent; (2) Executive must provide written notice to Company of such condition in accordance with paragraph 5.2 within 90 days of the initial existence of the condition; (3) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by Company; and (4) the date of Executive's termination of employment must occur within 180 days two years after the initial existence of the condition specified in such notice.

Executive’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Executive shall have the right to terminate Executive's his employment under this Agreement at any time for any of the following reasons: (i) a material diminution in Executive's authority, duties, or responsibilities from those applicable to Executive him as of the Effective Date, including a change in the reporting structure so that Executive reports other than to the Chief Executive Officer or President Board of CompanyDirectors; (ii) a material change in the geographic location at which Executive must perform services, which for purposes of this Agreement shall mean Company requiring Executive to be permanently based more than 50 miles outside the city limits of Houston, Texas; (iii) a material diminution in Executive's base salary; (iv) a material breach by Company of any provision of this Agreement (including, without limitation, paragraphs 1.2, 3.2, or 3.7 3.8 of this Agreement); or (v) for any other reason whatsoever, in the sole discretion of Executive. For purposes of this Agreement, Executive's employment by Company will be considered to have been terminated by Executive for "Good Reason" if such termination of employment is by Executive for a reason encompassed by paragraphs 2.3(i), (ii), (iii), or (iv). Further, notwithstanding the foregoing provisions of this paragraph 2.3 or any other provision in this Agreement to the contrary, any assertion by Executive of a termination of employment for Good Reason shall not be effective unless all of the following conditions are satisfied: (1) the condition described in paragraphs 2.3(i), (ii), (iii), or (iv) giving rise to Executive's termination of employment must have arisen without Executive's written consent; (2) Executive must provide written notice to Company of such condition in accordance with paragraph 5.2 within 90 days of the initial existence of the condition; (3) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by Company; and (4) the date of Executive's termination of employment must occur within 180 days two years after the initial existence of the condition specified in such notice.