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:
For Good Reason by Employee. Employee may, at any time during the Term, 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 the terms of Section 3(a)(ii) or 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 Agreement, 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 Internal Revenue Code of 1986, as amended (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 280G 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 of the Company. In the event that Employee terminates this Agreement pursuant to the first paragraph of this Section 5(d), ...
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):
For Good Reason by Employee. Employee may terminate their 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) material reduction of the Employee’s authority, duties, or responsibilities; (iii) a reduction of the Employee’s then-current Base Salary or Annual Bonus Target; (iv) 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; (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. 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. 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 ten (10) 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 lower Net Earnings); (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 Good Reason by Employee. This Agreement may be terminated by Employee at any time for “Good Reason.” In the event Employee shall terminate this Agreement for Good Reason, the termination shall be effective immediately upon delivery of written notification by Employee to Employer. The term “Good Reason” shall mean a termination by Employee as a result of (i) the Employer relocating the office from which Employee performs Employee’s services hereunder outside of the Chicago metropolitan area, (ii) assignment to Employee of duties that are materially inconsistent with Employee’s title and position or any other actions that result in a material diminution of Employee’s title, position, authority or responsibilities or (iii) a material breach by the Employer or Parent of its obligations hereunder which is not cured as soon as reasonably practical and in any event within thirty (30) days after written notice from Employee. In the event this Agreement is terminated by Employee for Good Reason prior to the expiration of its Term, (i) Employee shall be entitled to receive a lump sum severance payment equivalent to all accrued and unpaid Base Compensation, incentive compensation, if any, and benefits as are due through the date of termination; and (ii) Employer shall continue to pay Base Compensation to Employee for the longer of the following two periods: (a) the remainder of the Term; and (b) the date that is one (1) year after the date of termination. Provided, however, that Employee shall remain available to Employer to provide services to Employer during the period of time Employer is making severance payments hereunder. In the event Employee accepts other employment during such time, any amount payable with respect to said other employment shall be offset against the amounts payable by Employer to Employee under this Section 9.2.
For Good Reason by Employee. (i) 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 be limited to the following conduct of the Company: (A) material breach of any provision of this Agreement by the Company, which breach shall not have been cured by the Company within ten (10) days of receipt of written notice of said breach; (B) failure to maintain the Employee in a position commensurate with that referred to in Section 4 of this Agreement including, without limitation, the alteration of the officer to whom the Employee reports without the prior written consent of the Employee; (C) any action by the Company which results in a material 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 written notice thereof given by the Employee; or (D) if Company's principal executive offices are moved outside of a one hundred (100) mile radius of New York City.
