Common use of Good Reason Following a Change in Control Clause in Contracts

Good Reason Following a Change in Control. At the election of the Employee, Employee’s employment may be terminated for Good Reason (as defined below) upon written notice to the Company. For purposes of this Agreement, “Good Reason” shall mean the occurrence of one of the following events, without Employee’s express written consent, within one year following a Change in Control (as defined below) of the Company: (A) the material breach by the Company of any of the covenants, representations, terms or provisions hereof, including failure to pay Employee’s Base Salary or any bonus payment to which Employee is entitled within ten days of the date any such payment is due, (B) a material diminution in Employee’s title, authority, responsibilities, or duties, including reporting requirements, as compared with Employee’s title, authority, responsibilities or duties immediately prior to the Change in Control, (C) a diminution in Employee’s Base Salary or bonus opportunity as compared with Employee’s Base Salary and bonus opportunity immediately prior to the Change in Control, (D) a material reduction in Employee’s benefits as compared with Employee’s benefits immediately prior to the Change in Control, (E) a relocation of the Employee’s principal place of employment to a location which is beyond a 00-xxxx xxxxxx xxxx Xxx Xxxxxxx, Xxxxx. Notwithstanding the foregoing, in order for Employee to terminate for Good Reason, Employee must deliver written notice of the Good Reason occurrence within thirty days of the occurrence and the Company must fail to correct such occurrence in all material respects within thirty days following written notification by Employee. For purposes of this Subsection, “Change in Control” shall mean the first day that any one or more of the following conditions shall have occurred:

Good Reason Following a Change in Control. At the election of the Employee, Employee’s employment may be terminated for Good Reason (as defined below) upon written notice to the Company. For purposes of this Agreement, “Good Reason” shall mean the occurrence of one of the following events, without Employee’s express written consent, within one year following a Change in Control (as defined below) of the Company: (A) the material breach by the Company of any of the covenants, representations, terms or provisions hereof, including failure to pay Employee’s Base Salary or any bonus payment to which Employee is entitled within ten days of the date any such payment is due, (B) a material diminution in Employee’s title, authority, responsibilities, or duties, including reporting requirements, as compared with Employee’s title, authority, responsibilities or duties immediately prior to the Change in Control, (C) a diminution in Employee’s Base Salary or bonus opportunity as compared with Employee’s Base Salary and bonus opportunity immediately prior to the Change in Control, Control or (D) a material reduction in Employee’s benefits as compared with Employee’s benefits immediately prior to the Change in Control, (E) a relocation of the Employee’s principal place of employment to a location which is beyond a 00-xxxx xxxxxx xxxx Xxx Xxxxxxx, Xxxxx. Notwithstanding the foregoing, in order for Employee to terminate for Good Reason, Employee must deliver written notice of the Good Reason occurrence within thirty days of the occurrence and the Company must fail to correct such occurrence in all material respects within thirty days following written notification by Employee. For purposes of this Subsection, “Change in Control” shall mean the first day that any one or more of the following conditions shall have occurred:

Good Reason Following a Change in Control. At the election of the Employee, Employee’s employment may be terminated for Good Reason (as defined below) upon written notice to the Company. For purposes of this Agreement, “Good Reason” shall mean the occurrence of one of the following events, without Employee’s express written consent, within one year following a Change in Control (as defined below) of the Company: (A) the material breach by the Company of any of the covenants, representations, terms or provisions hereof, including failure to pay Employee’s Base Salary or any bonus or commission payment to which Employee is entitled within ten days of the date any such payment is due, (B) a material diminution in Employee’s title, authority, responsibilities, or duties, including reporting requirements, as compared with Employee’s title, authority, responsibilities or duties immediately prior to the Change in Control, (C) a diminution in Employee’s Base Salary or bonus or commission opportunity as compared with Employee’s Base Salary and bonus or commission opportunity immediately prior to the Change in Control, or (D) a material reduction in Employee’s benefits as compared with Employee’s benefits immediately prior to the Change in Control, (E) a relocation of the Employee’s principal place of employment to a location which is beyond a 00-xxxx xxxxxx xxxx Xxx Xxxxxxx, Xxxxx. Notwithstanding the foregoing, in order for Employee to terminate for Good Reason, Employee must deliver written notice of the Good Reason occurrence within thirty days of the occurrence and the Company must fail to correct such occurrence in all material respects within thirty days following written notification by Employee. For purposes of this Subsection, “Change in Control” shall mean the first day that any one or more of the following conditions shall have occurred: