For Good Reason by Employee. The Employee may terminate employment hereunder for good reason immediately and with prompt notice to the Company. "Good reason" for termination by the Employee shall include the following conduct of the Company:
For Good Reason by Employee. The Employee may terminate employment --------------------------- hereunder for good reason immediately and with prompt notice to the Company. "Good reason" for termination by the Employee shall include, but is not limited to, the following conduct of the Company:
(i) Material breach of any provision of this Agreement by the Company, which breach shall not have been cured by the Company within sixty (60) days of receipt of written notice of said breach;
(ii) Failure to maintain the Employee in a position commensurate with that referred to in Section 2 of this Agreement;
(iii) The assignment to the Employee of any duties inconsistent with the Employee's position, authority, duties or responsibilities as contemplated by Section 2 of this Agreement, or any other action by the Company which results in a diminution of such position, authority, duties or responsibilities, excluding for this purpose any isolated action not taken in bad faith and which is promptly remedied by the Company after receipt of notice thereof given by the Employee.
For Good Reason by Employee. The Employee may terminate employment hereunder for Good Reason by written notice to the Company no more than thirty (30) days after the occurrence of the event constituting Good Reason. Such notice shall state an effective date no earlier than thirty (30) days after the date notice is given to the Company, and the Company shall have ten (10) business days from its receipt of such notice within which to cure and, in the event of such cure, Employee’s notice in such case shall be of no further force or effect. “Good reason” for termination by the Employee shall arise from the following conduct of the Company or events without the Employee’s consent (other than in connection with or subsequent to the termination or suspension of Employee’s employment or duties for Cause or in connection with the Employee’s Disability and excluding any isolated action not taken in bad faith and which is promptly remedied by the Company after receipt of notice thereof from the Employee):
(i) Material breach of any provision of this Agreement by the Company, which breach shall not have been cured by the Company within ten (10) business days of receipt of written notice of said breach;
(ii) Failure to maintain the Employee in a position commensurate with that referred to in Section 1 of this Agreement, the assignment to the Employee of any duties inconsistent therewith or the Employee’s experience or abilities or the withdrawal of a material portion of the Employee’s duties (other than in connection with the disposition or termination of any Company business which does not constitute a “Change of Control” hereunder), or a change in the Employee’s reporting relationship such that the Employee does not report directly to the Chief Executive Officer;
(iii) A requirement that the Employee must, or in order to perform effectively the Employee should reasonably expect to, perform his duties hereunder at a location outside of a 25 mile radius from Hackensack, New Jersey other than (A) business travel consistent with that required of employees with similar positions at other companies similar in size and stage of development to the Company, and (B) activities required in connection with the sale or merger of the Company, provided that such activities are not required for more than three consecutive months; or
(iv) Upon a “Change of Control”, which shall mean the first to occur of any of the following:
(aa) any “person” (as defined in Section 13(d) and 14(d) of the Securities Exchange Ac...
For Good Reason by Employee. Employee may at any time during the term hereof, without any prior notice, terminate this Agreement for Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following events: (i) a material breach by the Company of this Agreement (including, without limitation, the Company's relocation of Employee in breach of Section 3(g) above; and the Company's failure to pay any compensation to Employee more than thirty (30) days after the date such payment is due); (ii) a reduction in Employee's Base Salary or any other compensation or benefits (other than a reduction in the Incentive Bonus which is solely attributable to (A) lower Net Earnings or (B) Employee's failure to follow a Company policy, or with respect to a significant matter, pursuant to Section 3(a)(iii) above); (iii) a material reduction in or interference with Employee's position, duties, responsibilities or support with respect to his employment by the Company under this Agreement without Employee's prior written consent; or (iv) a "Change in Control" of the Company (as defined below). For purposes of this Section 5(d), a "Change in Control" of the Company shall be deemed to occur if (i) over a twelve (12) month period, a person or group of persons acquires shares of the Company representing thirty-five percent (35%) of the voting power of the Company or a majority of the members of the Board is replaced by directors not endorsed by the members of the Board before their appointment or (ii) a person or group of persons (other than a person or group of persons controlled, directly or indirectly, by shareholders of the Company) acquires forty percent (40%) or more of the gross fair market value of the assets of the Company over a 12-week period. The interpretation of the meanings of the terms in the preceding sentence shall be made in accordance with the meanings ascribed to those terms under Section 409A of the Code, except that the words "person," "persons" or "group" in the immediately preceding sentence shall be interpreted in accordance with the meanings ascribed to those words under Section 280(G) of the Code and the regulations thereunder. In the event that Employee elects to terminate this Agreement upon or following a Change in Control of the Company, then Employee shall provide written notice thereof to the Board no more than one (1) year after the effective date of the Change in Control. In the event that Employee terminates this Agreement pursuant ...
For Good Reason by Employee. Employee may terminate his employment under this Agreement for Good Reason. “Good Reason” shall mean, in each case to the extent not consented by Employee: (i) a breach by the Company of any material provision of this Agreement or any other written agreement between Employee and the Company; (ii) a material reduction of the Employee’s then-current Base Salary or Annual Bonus Target; (iii) the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the 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 law; (iv) a requirement that the Employee report to any person other than the Company’s CEO; or (v) the Company’s Common Stock no longer being publicly traded.
For Good Reason by Employee. Employee may terminate this Agreement at any time for Good Reason. “Good Reason” shall mean, in each case to the extent not consented to by Employee: (i) a breach by the Company of any material provision of this Agreement; (ii) a material reduction of the Employee’s duties or responsibilities; or (iii) a reduction of the Employee’s Base Salary. Notwithstanding the foregoing, no action by the Company shall constitute Good Reason unless and until: (A) the Company shall have received, within thirty (30) days of the commencement of the existence of the condition constituting Good Reason, written notice from the Employee alleging that such Good Reason exists and setting forth the basis therefore in reasonable detail; (B) within thirty (30) days after the receipt of said written notice by the Company, the Company shall have failed to cure or correct the circumstances giving rise to such Good Reason; and (C) Employee terminates his employment upon written notice to the Company within five (5) days after expiration of such period referenced in (B).
For Good Reason by Employee. The provisions of this Section 7(e) shall apply in the event that the Employee terminates his employment with the Company for "Good Reason". For purposes of this Agreement, "Good Reason" means (without Employee's express prior written consent):
For Good Reason by Employee. Prior to September 12, 2004, the Employee may terminate employment hereunder for good reason upon ninety (90) days notice. From September 12, 2004 through the Term of this Agreement, the Employee may terminate employment hereunder for good reason immediately and with prompt notice to the Company. "Good Reason" for termination by the Employee shall include the following conduct of the Company:
For Good Reason by Employee. Employee may terminate this Agreement for Good Reason at any time. For purpose of this Section 2(a)(5), the term "Good Reason" means the breach by Company of any material term of this Agreement, which breach is not cured within five (5) business days after written notice thereof to Company.
For Good Reason by Employee. The Employee may terminate employment hereunder for good reason immediately and with prompt notice to the Company. "Good reason" for termination by the Employee shall include, but is not limited to, the following conduct of the Company:
(i) Material breach of any provision of this Agreement by the Company, which breach shall not have been cured by the Company within sixty (60) days of receipt of written notice of said breach;
(ii) The assignment to the Employee of any duties inconsistent with the Employee's experience or abilities, excluding for this purpose any isolated action not taken in bad faith and which is promptly remedied by the Company after receipt of notice thereof given by the Employee.
