Common use of Good Reason and Without Cause Clause in Contracts

Good Reason and Without Cause. (1) At any time during the term of this Agreement, subject to the conditions set forth in Section 11(d)(2) below, Executive may terminate this Agreement and Executive’s employment with the Company for “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean any of the following actions taken by the Company or a successor corporation or entity without Executive’s consent: (A) material reduction of Executive’s base compensation; (B) material reduction in Executive’s title, authority, duties or responsibilities; (C) failure or refusal of a successor to the Company to materially assume the Company’s obligations under this Agreement in the event of a Change of Control; (D) relocation of Executive’s the Job Site that results in an increase in Executive’s one-way driving distance by more than fifty (50) miles from Executive’s then-current principal residence; or (E) any other material breach by the Company of this Agreement.

Appears in 5 contracts

Samples: Executive Employment Agreement (Audioeye Inc), Executive Employment Agreement (Audioeye Inc), Executive Employment Agreement (Audioeye Inc)

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Good Reason and Without Cause. (1) At any time during the term of this Agreement, subject to the conditions set forth in Section 11(d)(2) below, Executive may terminate this Agreement and Executive’s employment with the Company for “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean any of the following actions taken by the Company or a successor corporation or entity without Executive’s consent: (A) material reduction of Executive’s base compensation; (B) material reduction in Executive’s title, authority, duties or responsibilities; (C) failure or refusal of a successor to the Company to materially assume the Company’s obligations under this Agreement in the event of a Change of ControlControl as defined in Section 11(f)(ii); (D) relocation of Executive’s the Job Site that results in an increase in Executive’s one-way driving distance by more than fifty (50) miles from Executive’s then-current principal residence; or (E) any other material breach by the Company of this Agreement.

Appears in 2 contracts

Samples: Executive Employment Agreement (Audioeye Inc), Executive Employment Agreement (Audioeye Inc)

Good Reason and Without Cause. (1) At any time during the term of this AgreementEmployment Period, subject to the conditions set forth in Section 11(d)(2) below, Executive may terminate this Agreement and Executive’s employment with the Company for “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean any of the following actions taken by the Company or a successor corporation or entity without Executive’s consent: (A) material reduction of Executive’s base compensation; (B) material reduction in Executive’s title, authority, duties or responsibilities; (C) failure or refusal of a successor to the Company to materially assume the Company’s obligations under this Agreement in the event of a Change of Control; (D) subject to section 3 regarding travel to the Boston office, relocation of Executive’s the Job Site that results in an increase in Executive’s one-way driving distance by more than fifty (50) miles from Executive’s then-current principal residence; or (E) any other material breach by the Company of this Agreement.

Appears in 2 contracts

Samples: Executive Employment Agreement (RestorGenex Corp), Executive Employment Agreement (RestorGenex Corp)

Good Reason and Without Cause. (1) At any time during the term of this Agreement, subject to the conditions set forth in Section 11(d)(2) below, Executive may terminate this Agreement and Executive’s employment with the Company for “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean any of the following actions taken by the Company or a successor corporation or entity without Executive’s consentconsent a: (A) material reduction of Executive’s base compensationBase Salary or benefits; (B) material reduction in Executive’s title, authority, duties or responsibilities; (C) failure or refusal of a successor to the Company to materially assume the Company’s obligations under this Agreement in the event of a Change of Control; (D) relocation of Executive’s the Job Site that results in an increase in Executive’s one-way driving distance by more than fifty forty (5040) miles from Executive’s then-current principal residence; residence or (E) any other material breach by the Company of this Agreement.

Appears in 2 contracts

Samples: Executive Employment Agreement (RestorGenex Corp), Executive Employment Agreement (Stratus Media Group, Inc)

Good Reason and Without Cause. (1i) At any time during the term of this Agreement, subject to the conditions set forth in Section 11(d)(211(d)(ii) below, Executive may terminate this Agreement and Executive’s employment with the Company for “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean any of the following actions taken by the Company or a successor corporation or entity without Executive’s consent: (A) material reduction of Executive’s base compensation; (B) material reduction in Executive’s title, authority, duties or responsibilities; (C) failure or refusal of a successor to the Company to materially assume the Company’s material obligations under this Agreement in the event of a Change of Control; (D) relocation of Executive’s the Job Site that results in an increase in Executive’s one-way driving distance by more than fifty (50) miles from Executive’s then-current principal residence; or (E) any other material breach by the Company of this Agreement.

Appears in 1 contract

Samples: Executive Employment Agreement (Audioeye Inc)

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Good Reason and Without Cause. (1) At any time during the term of this AgreementEmployment Period, subject to the conditions set forth in Section 11(d)(2) below, Executive may terminate this Agreement and Executive’s employment with the Company for “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean any of the following actions taken by the Company or a successor corporation or entity without Executive’s consent: (A) material reduction of Executive’s base compensation; (B) material reduction in Executive’s title, authority, duties or responsibilities; (C) failure or refusal of a successor to the Company to materially assume the Company’s obligations under this Agreement in the event of a Change of Control; (D) relocation of Executive’s the Job Site that results in an increase in Executive’s one-way driving distance by more than fifty (50) miles from Executive’s then-current principal residence; or (E) any other material breach by the Company of this Agreement.

Appears in 1 contract

Samples: Executive Employment Agreement (RestorGenex Corp)

Good Reason and Without Cause. (1) At any time during the term of this Agreement, subject to the conditions set forth in Section 11(d)(2) below, Executive may terminate this Agreement and Executive’s employment with the Company for “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean any of the following actions taken by the Company or a successor corporation or entity without Executive’s consentconsent a: (A) material reduction of Executive’s base compensationBase Salary or benefits; (B) material reduction in Executive’s title, authority, duties or responsibilities; (C) failure or refusal of a successor to the Company to materially assume the Company’s obligations under this Agreement in the event of a Change of Control; (D) relocation of Executive’s the Job Site that results in an increase in Executive’s one-way driving distance by more than fifty forty (5040) miles from Executive’s then-current principal residence; or (E) any other material breach by the Company of this Agreement.

Appears in 1 contract

Samples: Executive Employment Agreement (Stratus Media Group, Inc)

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