Common use of Good Reason Termination Clause in Contracts

Good Reason Termination. The Executive may terminate his or her employment for “Good Reason” at any time upon forty-five (45) days notice to the Employer. For this purpose, “Good Reason” shall be deemed to exist if, absent the Executive’s written consent: (i) there is a material diminution in title and/or duties, responsibilities or authority of the Executive, including a change in reporting responsibilities specified in Attachment B (except that a decrease in job grade, standing alone, will not qualify as a material diminution) (a “Material Diminution”); (ii) the Employer changes the geographic location of the Executive’s principal place of business to a location that is at least 50 miles away from the geographic location of the Executive’s principal place of business prior to such change (“Relocation”); (iii) there is a willful failure or refusal by the Employer to perform any material obligation under this Agreement; or (iv) there is a reduction in the Executive’s annual rate of base salary as in effect on the date of this Agreement (or as the same may be increased hereafter) (“Annual Base Salary”) or annual bonus target percentage of base salary as in effect on the date of this Agreement (or as the same may be increased hereafter) (the “Target Bonus Percentage”), other than a reduction which is part of a general cost reduction affecting at least ninety percent (90%) of the executives of the Employer holding positions of comparable levels of responsibility (or who are otherwise commonly aggregated for purposes of applying compensation and benefits programs) and which does not exceed ten percent (10%) of the Executive’s Annual Base Salary and Target Bonus Percentage, in the aggregate, when combined with any such prior reductions; provided, however, and notwithstanding anything to the contrary in this Agreement, that if the condition described in clause (iv) occurs and the Executive terminates employment for Good Reason, then any severance payments or benefits determined under this Agreement with reference to the Executive’s Annual Base Salary and Target Bonus Percentage, shall instead be determined prior to any reduction in the Executive’s Annual Base Salary and Target Bonus Percentage described in clause (iv) of this Agreement. In any case of any event described in clauses (i) through (iv) above, the Executive shall only have ninety (90) days from the date the event that constitutes Good Reason first arises to provide the Employer with written notice of the grounds for a Good Reason termination, and the Employer shall have a period of 30 days to cure after receipt of the written notice. Resignation by the Executive following Employer’s cure or before the expiration of the 30-day cure period shall constitute a voluntary resignation and not a termination for Good Reason.

Good Reason Termination. The Executive may terminate his or her employment for “Good Reason” at any time upon forty-five (45) days notice to the Employer. For this purpose, “Good Reason” shall be deemed to exist if, absent the Executive’s written consent: (i) there is a material diminution in title and/or duties, responsibilities or authority of the Executive, including a change in reporting responsibilities specified in Attachment B (except that a decrease in job grade, standing alone, will not qualify as a material diminution) (a “Material Diminution”); (ii) the assignment of any additional duties that are materially and adversely inconsistent with Executive’s status as Chief Executive Officer of the Employer; (iii) the Employer changes the geographic location of the Executive’s principal place of business to a location that is at least 50 miles away from the geographic location of the Executive’s principal place of business prior to such change (“Relocation”); (iiiiv) there is a willful failure or refusal by the Employer to perform any material obligation under this Agreement; or (ivv) there is a reduction in the Executive’s annual rate of base salary as in effect on the date of this Agreement (or as the same may be increased hereafter) (“Annual Base Salary”) or annual bonus target percentage of base salary as in effect on the date of this Agreement (or as the same may be increased hereafter) (the “Target Bonus Percentage”), other than a reduction which is part of a general cost reduction affecting at least ninety percent (90%) of the executives of the Employer holding positions of comparable levels of responsibility (or who are otherwise commonly aggregated for purposes of applying compensation and benefits programs) programs and which does not exceed ten percent (10%) of the Executive’s Annual Base Salary and Target Bonus Percentage, in the aggregate, when combined with any such prior reductions; provided, however, and notwithstanding anything to the contrary in this Agreement, that if the condition described in clause (ivv) occurs and the Executive terminates employment for Good Reason, then any severance payments or benefits determined under this Agreement with reference to the Executive’s Annual Base Salary and Target Bonus Percentage, shall instead be determined prior to any reduction in the Executive’s Annual Base Salary and Target Bonus Percentage described in clause (ivv) of this Agreement. In any case of any event described in clauses (i) through (ivv) above, the Executive shall only have ninety (90) days from the date the event that constitutes Good Reason first arises to provide the Employer with written notice of the grounds for a Good Reason termination, and the Employer shall have a period of 30 days to cure after receipt of the written notice. Resignation by the Executive following Employer’s cure or before the expiration of the 30-day cure period shall constitute a voluntary resignation and not a termination for Good Reason.

Good Reason Termination. The Executive may terminate his or her employment for “Good Reason” at any time upon forty-five (45) days notice to the Employer. For this purpose, “Good Reason” shall be deemed to exist if, absent the Executive’s written consent: (i) there is a material diminution in title and/or duties, responsibilities or authority of the Executive, including a change in reporting responsibilities specified in Attachment B (except that a decrease in job grade, standing alone, will not qualify as a material diminution) (a “Material Diminution”); (ii) the Employer changes the geographic location of the Executive’s principal place of business to a location that is at least 50 miles away from the geographic location of the Executive’s principal place of business prior to such change (“Relocation”); (iii) there is a willful failure or refusal by the Employer to perform any material obligation under this Agreement; or (iv) there is a reduction in the Executive’s annual rate of base salary as in effect on the date of this Agreement (or as the same may be increased hereafter) (“Annual Base Salary”) or annual bonus target percentage of base salary as in effect on the date of this Agreement (or as the same may be increased hereafter) (the “Target Bonus Bose Percentage”), other than a reduction which is part of a general cost reduction affecting at least ninety percent (90%) of the executives of the Employer holding positions of comparable levels of responsibility (or who are otherwise commonly aggregated for purposes of applying compensation and benefits programs) and which does not exceed ten percent (10%) of the Executive’s Annual Base Salary and Target Bonus Percentage, in the aggregate, when combined with any such prior reductions; provided, however, and notwithstanding anything to the contrary in this Agreement, that if the condition described in clause (iv) occurs and the Executive terminates employment for Good Reason, then any severance payments or benefits determined under this Agreement with reference to the Executive’s Annual Base Salary and Target Bonus Percentage, shall instead be determined prior to any reduction in the Executive’s Annual Base Salary and Target Bonus Percentage described in clause (iv) of this Agreement. In any case of any event described in clauses (i) through (iv) above, the Executive shall only have ninety (90) days from the date the event that constitutes Good Reason first arises to provide the Employer with written notice of the grounds for a Good Reason termination, and the Employer shall have a period of 30 days to cure after receipt of the written notice. Resignation by the Executive following Employer’s cure or before the expiration of the 30-day cure period shall constitute a voluntary resignation and not a termination for Good Reason.

Good Reason Termination. The Executive may terminate his or her employment for “Good Reason” at any time upon forty-five (45) days notice to the Employer. For this purpose, “Good Reason” shall be deemed to exist if, absent the Executive’s written consent: (i) there is a material diminution in title and/or duties, responsibilities or authority of the Executive, including a change in reporting responsibilities specified in Attachment B (except that a decrease in job grade, standing alone, will not qualify as a material diminution) (a “Material Diminution”); (ii) the Employer changes the geographic location of the Executive’s principal place of business to a location that is at least 50 SO miles away from the geographic location of the Executive’s principal place of business prior to such change (“Relocation”); (iii) there is a willful failure or refusal by the Employer to perform any material obligation under this Agreement; or (iv) there is a reduction in the Executive’s annual rate of base salary as in effect on the date of this Agreement (or as the same may be increased hereafter) (“Annual Base Salary”) or annual bonus target percentage of base salary as in effect on the date of this Agreement (or as the same may be increased hereafter) (the “Target Bonus Percentage”), other than a reduction which is part of a general cost reduction affecting at least ninety percent (90%) of the executives of the Employer holding positions of comparable levels of responsibility (or who are otherwise commonly aggregated for purposes of applying compensation and benefits programs) and which does not exceed ten percent (10%) of the Executive’s Annual Base Salary and Target Bonus Percentage, in the aggregate, when combined with any such prior reductions; provided, however, and notwithstanding anything to the contrary in this Agreement, that if the condition described in clause (iv) occurs and the Executive terminates employment for Good Reason, then any severance payments or benefits determined under this Agreement with reference to the Executive’s Annual Base Salary and Target Bonus Percentage, shall instead be determined prior to any reduction in the Executive’s Annual Base Salary and Target Bonus Percentage described in clause (iv) of this Agreement. Agreement In any case of any event described in clauses (i) through (iv) above, the Executive shall only have ninety (90) days from the date the event that constitutes Good Reason first arises to provide the Employer with written notice of the grounds for a Good Reason termination, and the Employer shall have a period of 30 days to cure after receipt of the written notice. Resignation by the Executive following Employer’s cure or before the expiration of the 30-day cure period shall constitute a voluntary resignation and not a termination for Good Reason.

Good Reason Termination. The Subject to the following, Executive’s employment shall terminate thirty (30) days following the written notice by Executive to Employer’s Boards of Directors described in this Section 1.6.7; provided, however, that during any such thirty (30) day period, Employer may terminate his suspend, with no reduction in pay or her employment benefits, Executive from Executive’s duties as set forth herein (including, without limitation, Executive’s position as a representative and agent of Employer and Employer’s Affiliates) (termination pursuant to this Section 1.6.7 being referred to herein as “Good Reason Termination”). For purposes of this Section 1.6.7, a Good Reason Termination shall occur when Executive provides written notice to Employer’s Boards of Directors of termination for “Good Reason” at ”, which, as used herein, shall mean the occurrence of any time upon forty-five (45) days notice to of the Employer. For this purpose, “Good Reason” shall be deemed to exist if, absent the following events without Executive’s express written consent: : (i) there is a material diminution in title and/or duties, responsibilities or authority the assignment to Executive of duties inconsistent with the Executive, including a change in reporting responsibilities specified in Attachment B (except that a decrease in job grade, standing alone, will not qualify as a material diminution) (a “Material Diminution”)position and status of Chief Executive Officer of Employer; or (ii) a reduction by Employer in Executive’s annual Base Salary as then in effect; or (iii) the Employer changes exclusion of Executive from participation in Employer’s employee benefit plans (in which Executive meets the geographic location participation eligibility requirements) in effect as of, or adopted or implemented on or after, the Effective Date, as the same may be improved or enhanced from time to time during the Term; (iv) during the Change of Control Period, a reduction in Executive’s incentive compensation targets, including without limitation equity-based incentive compensation targets; (v) during the Change of Control Period, a relocation of Executive’s principal place of business employment resulting in a material increase in Executive’s commute to and from Executive’s primary residence (for this purpose a location that is at least 50 one-way increase in Executive’s commute by thirty-five (35) miles away from the geographic location of the or more shall be deemed material) in comparison to Executive’s principal place of business employment immediately prior to such change the applicable Change of Control; or (“Relocation”); (iiivi) there any purported termination of the employment of Executive by Employer which is a willful failure or refusal by the Employer to perform any material obligation under not effected in accordance with this Agreement; or (iv) there is a reduction in the Executive’s annual rate of base salary as in effect on the date of this Agreement (or as the same may be increased hereafter) (“Annual Base Salary”) or annual bonus target percentage of base salary as in effect on the date of this Agreement (or as the same may be increased hereafter) (the “Target Bonus Percentage”), other than a reduction which is part of a general cost reduction affecting at least ninety percent (90%) of the executives of the Employer holding positions of comparable levels of responsibility (or who are otherwise commonly aggregated for purposes of applying compensation and benefits programs) and which does not exceed ten percent (10%) of the Executive’s Annual Base Salary and Target Bonus Percentage, in the aggregate, when combined with any such prior reductions; provided, however, and notwithstanding anything to the contrary in this Agreementthat an event shall not constitute Good Reason unless, that if the condition described in clause (iv) occurs and the Executive terminates employment for Good Reason, then any severance payments or benefits determined under this Agreement with reference to the Executive’s Annual Base Salary and Target Bonus Percentage, shall instead be determined prior to any reduction in the Executive’s Annual Base Salary and Target Bonus Percentage described in clause (iv) of this Agreement. In any case of any event described in clauses (i) through (iv) above, the Executive shall only have within ninety (90) days from of the date the event that constitutes Good Reason first arises to provide the initial existence of an event, Executive gives Employer with at least thirty (30) days’ prior written notice of such event setting forth a description of the grounds for a circumstances constituting Good Reason termination, and the Employer shall have a period of 30 days fails to cure after receipt of such within the written notice. Resignation by the Executive thirty- (30-) day period following Employer’s cure or before the expiration receipt of the 30-day cure period shall constitute a voluntary resignation and not a termination for Good Reasonsuch written notice.

Good Reason Termination. The Executive may terminate his or her employment for “Good Reason” at any time upon forty-five (45) days notice to the Employer. For this purpose, “Good Reason” shall be deemed to exist if, absent the Executive’s written consent: (i) there is a material diminution in title and/or duties, responsibilities or authority of the Executive, including a change in reporting responsibilities specified in Attachment B (except that mat a decrease in job grade, standing alone, will not qualify as a material diminution) (a “Material Diminution”); (ii) the Employer changes the geographic location of the Executive’s principal place of business to a location that is at least 50 miles away from the geographic location of the Executive’s principal place of business prior to such change (“Relocation”); (iii) there is a willful failure or refusal by the Employer to perform any material obligation under this Agreement; or (iv) there is a reduction in the Executive’s annual rate of base salary as in effect on the date of this Agreement (or as the same may be increased hereafter) (“Annual Base Salary”) or annual bonus target percentage of base salary as in effect on the date of this Agreement (or as the same may be increased hereafter) (the “Target Bonus Percentage”), other than a reduction which is part of a general cost reduction affecting at least ninety percent (90%) of the executives of the Employer holding positions of comparable levels of responsibility (or who are otherwise commonly aggregated for purposes of applying compensation and benefits programs) and which does not exceed ten percent (10%) of the Executive’s Annual Base Salary and Target Bonus Percentage, in the aggregate, when combined with any such prior reductions; provided, however, and notwithstanding anything to the contrary in this Agreement, that if the condition described in clause (iv) occurs and the Executive terminates employment for Good Reason, then any severance payments or benefits determined under this Agreement with reference to the Executive’s Annual Base Salary and Target Bonus Percentage, shall instead be determined prior to any reduction in the Executive’s Annual Base Salary and Target Bonus Percentage described in clause (iv) of this Agreement. In any case of any event described in clauses (i) through (iv) above, the Executive shall only have ninety (90) days from the date the event that constitutes Good Reason first arises to provide the Employer with written notice of the grounds for a Good Reason termination, and the Employer shall have a period of 30 days to cure after receipt of the written notice. Resignation by the Executive following Employer’s cure or before the expiration of the 30-day cure period shall constitute a voluntary resignation and not a termination for Good Reason.