Common use of Good Reason Termination Clause in Contracts

Good Reason Termination. Upon written notice to Employer, you may terminate your employment hereunder for “Good Reason” at any time during the Original Employment Term not more than thirty (30) calendar days after you become aware of the occurrence of the event constituting Good Reason. Such notice shall state an effective date no earlier than thirty (30) calendar days after the date it is given. Employer shall have thirty (30) calendar days from the giving of such notice within which to cure and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured. Good Reason shall mean, without your prior written consent, other than in connection with the termination of your employment for “Cause” (as defined above) or incapacity (as set forth in Paragraph 8) or as a result of your death: (i) your removal from or any failure to re-elect you as President and Chief Executive Officer of Employer; (ii) your failure to be elected or reelected to the Board at any meeting of shareholders of the Company at which your term as director is scheduled to expire or position of director is subject to a vote; (iii) the assignment to you by Employer of duties inconsistent with the usual and customary duties associated with a chief executive officer of a publicly traded company comparable to Employer; (iv) the diminution or withdrawal of a meaningful portion of your authority or responsibilities as set forth in Paragraph 2; (v) a reduction in your Base Salary, Bonus, Target Bonus or other compensation levels as the same may be increased from time to time during the Employment Term; (vi) Employer’s requiring you to be based anywhere other than the New York metropolitan area, except for required travel on the Company’s business; (vii) termination by you of your employment, during the thirty (30) day period following the twelve-month anniversary of the date on which there occurs a Material Event, based on your good faith determination that the occurrence of the Material Event has adversely and materially affected your ability to perform your CEO duties effectively; or (viii) any other material breach by Employer of its material obligations hereunder, including but not limited to a breach of Paragraph 2. For purposes of clause (vii) above, a Material Event shall have occurred on the date on which a majority of the independent directors of the Board ceases to consist of (1) those individuals constitute the independent directors of the Board (the “Original Independent Directors”) and (2) those successor independent directors who are elected or appointed to the Board, either by a vote of the Board or by action of the shareholders of the Employer pursuant to a recommendation by the Board, as a result of the death or voluntary retirement or resignation of an Original Independent Director (or any such successor), including a voluntary determination by such Original Independent Director (or such successor) not to stand for re-election.

Good Reason Termination. Upon written notice to Employer, you may terminate your employment hereunder for “Good Reason” at any time during the Original Employment Term not more than thirty (30) calendar days after you become aware of the occurrence of the event constituting Good Reason. Such notice shall state an effective date no earlier than thirty (30) calendar days after the date it is given. Employer shall have thirty (30) calendar days from the giving of such notice within which to cure and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured. Good Reason shall mean, without your prior written consent, other than in connection with the termination of your employment for “Causecause” (as defined above) or incapacity (as set forth in Paragraph paragraph 8) or as a result of your death: (i) your removal from or any failure to re-elect you as President and Chief Executive Officer of Employer; (ii) your failure to be elected or reelected to the Board at any annual meeting of shareholders of the Company at which your term as director is scheduled to expire or position of director is subject to a voteexpire; (iii) the assignment to you by Employer of duties inconsistent with the usual and customary duties associated with a chief executive officer of a publicly traded company comparable to Employer; (iv) the diminution or withdrawal of a meaningful portion of your authority or responsibilities as set forth in Paragraph paragraph 2; (v) a reduction in your Base Salary, Bonus, Target Bonus or other compensation levels as the same may be increased from time to time during the Employment TermTerm or breach of paragraph 6(c) relating to tax payments in respect of your services to be performed in New York City; (vi) Employer’s requiring you to be based anywhere other than the New York or Los Angeles metropolitan area, except for required travel on the Company’s business; (vii) termination by you of your employment, during the thirty (30) -day period following the twelve-month anniversary of the date on which there occurs a Material Event, based on your good faith determination that the occurrence of the Material Event has adversely and materially affected your ability to perform your CEO duties effectively; or (viii) any other material breach by Employer of its material obligations hereunder, including but not limited to a breach of Paragraph paragraph 2. For purposes of clause (vii) above, a Material Event shall have occurred on the date on which a majority of the independent directors of the Board ceases to consist of (1) those individuals who, immediately prior to the date on which Xxxxxx X. Xxxxxxxx ceases to hold the position of Employer’s Executive Chairman and Founder, constitute the independent directors of the Board (the “Original Independent Directors”) and (2) those successor independent directors who are elected or appointed to the Board, either by a vote of the Board or by action of the shareholders of the Employer pursuant to a recommendation by the Board, as a result of the death or voluntary retirement or resignation of an Original Independent Director (or any such successor), including a voluntary determination by such Original Independent Director (or such successor) not to stand for re-election.

Good Reason Termination. Upon written notice to EmployerViacom, you may terminate your employment hereunder for “Good Reason” at any time during the Original Employment Term not more than thirty (30) calendar days after you become aware of the occurrence of the event constituting Good Reason. Such notice shall state an effective date no earlier than thirty (30) calendar business days after the date it is given. Employer Viacom shall have thirty ten (3010) calendar business days from the giving of such notice within which to cure and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured. Good Reason shall mean, without your prior written consent, other than in connection with the termination of your employment for “Causecause” (as defined above) or incapacity (as set forth in Paragraph 8) connection with your permanent disability or as a result of your death: (i) your removal from or any failure to re-elect you as President and Chief Executive Officer of Employer; (ii) your failure to be elected or reelected to the Board at any meeting of shareholders of the Company at which your term as director is scheduled to expire or position of director is subject to a vote; (iii) the assignment to you by Employer Viacom of duties inconsistent with the usual and customary duties associated with a chief executive officer of a publicly traded company comparable to Employeryour positions, duties, responsibilities, titles or offices; (ivii) the diminution or withdrawal of a meaningful portion of your authority or responsibilities as set forth in Paragraph paragraph 2;, subject to Viacom’s right to sell or otherwise dispose of New Business Units as set forth below; Xxxxxx X. Xxxxxxx July 1, 2004 (viii) a reduction in by Viacom of your Base Salary, Bonus, Deferred Compensation or Target Bonus or other compensation levels as provided in this Agreement, as the same may be increased from time to time during the Employment Term; (viiv) EmployerViacom’s requiring you to be based anywhere other than the New York metropolitan area; (v) your removal from or any failure to re-elect you as Co-President and Co-Chief Operating Officer of Viacom while the current Chairman, except for required travel CEO serves in the position of CEO; (vi) the failure to appoint you to one of the following positions on the Company’s businessdate on which the current Chairman, CEO resigns from the position of CEO (or ceases to hold such position for any reason) but not later than December 31, 2007: (A) the Chief Executive Officer of Viacom or the Co-Chief Executive Officer of Viacom (with the Other Co-Chief Operating Officer being appointed as the Co-Chief Executive Officer of Viacom), or (B) the sole President and Chief Operating Officer of Viacom (with the Other Co-Chief Operating Officer of Viacom being appointed as the Chief Executive Officer of Viacom); (vii) termination by a change in reporting such that you do not report solely and directly to the Chairman, CEO or to Viacom’s Board of your employmentDirectors before December 31, during the thirty (30) day period following the twelve-month anniversary of 2007 or, if earlier, the date on which there occurs the current Chairman, CEO resigns from the position of CEO (or ceases to hold such position for any reason), and, thereafter, a Material Eventchange in reporting such as you do not report to (A) the Chairman of Viacom or Viacom’s Board of Directors, based on your good faith determination that if you have been promoted to the occurrence position of Chief Executive Officer or Co-Chief Executive Officer of Viacom, or (B) to the Other Co-Chief Operating Officer of Viacom who has been promoted to the office of the Material Event has adversely Chief Executive Officer of Viacom, if you have been promoted to the position of the sole President and materially affected your ability Chief Operating Officer of Viacom; (viii) the failure to perform your CEO duties effectivelyappoint or elect you to the position of (A) the sole President and Chief Operating Officer of Viacom, if the Other Co-Chief Operating Officer of Viacom resigns or his employment terminates for any reason, (B) the sole Chief Executive Officer of Viacom, if the other Co-Chief Executive Officer resigns or his employment terminates for any reason, or (C) the Chief Executive Officer of Viacom, if the Other Co-Chief Operating Officer becomes the Chief Executive Officer of Viacom and thereafter Xxxxxx X. Xxxxxxx July 1, 2004 resigns or his employment terminates for any reason, in each case, with authority over the business units previously supervised by the departing executive; or (viiiix) any other material breach by Employer Viacom of its material obligations hereunder, including but not limited to a breach of Paragraph 2. For purposes of clause (vii) above, a Material Event shall have occurred on the date on which a majority of the independent directors of the Board ceases to consist of (1) those individuals constitute the independent directors of the Board (the “Original Independent Directors”) and (2) those successor independent directors who are elected or appointed to the Board, either by a vote of the Board or by action of the shareholders of the Employer pursuant to a recommendation by the Board, as a result of the death or voluntary retirement or resignation of an Original Independent Director (or any such successor), including a voluntary determination by such Original Independent Director (or such successor) not to stand for re-election.

Good Reason Termination. Upon written notice to EmployerViacom, you may terminate your employment hereunder for “Good Reason” at any time during the Original Employment Term not more than thirty (30) calendar days after you become aware of the occurrence of the event constituting Good Reason. Such notice shall state an effective date no earlier than thirty (30) calendar business days after the date it is given. Employer Viacom shall have thirty ten (3010) calendar business Xxxxxx Xxxxxxx July 1, 2004 days from the giving of such notice within which to cure and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured. Good Reason shall mean, without your prior written consent, other than in connection with the termination of your employment for “Causecause” (as defined above) or incapacity (as set forth in Paragraph 8) connection with your permanent disability or as a result of your death: (i) your removal from or any failure to re-elect you as President and Chief Executive Officer of Employer; (ii) your failure to be elected or reelected to the Board at any meeting of shareholders of the Company at which your term as director is scheduled to expire or position of director is subject to a vote; (iii) the assignment to you by Employer Viacom of duties inconsistent with the usual and customary duties associated with a chief executive officer of a publicly traded company comparable to Employeryour positions, duties, responsibilities, titles or offices; (ivii) the diminution or withdrawal of a meaningful portion of your authority or responsibilities as set forth in Paragraph paragraph 2, subject to Viacom’s right to sell or otherwise dispose of New Business Units as set forth below; (viii) a reduction in by Viacom of your Base Salary, Bonus, Deferred Compensation or Target Bonus or other compensation levels as provided in this Agreement, as the same may be increased from time to time during the Employment Term; (viiv) EmployerViacom’s requiring you to be based anywhere other than the New York Los Angeles metropolitan area; (v) your removal from or any failure to re-elect you as Co-President and Co-Chief Operating Officer of Viacom while the current Chairman, except for required travel CEO serves in the position of CEO; (vi) the failure to appoint you to one of the following positions on the Company’s businessdate on which the current Chairman, CEO resigns from the position of CEO (or ceases to hold such position for any reason) but not later than December 31, 2007: (A) the Chief Executive Officer of Viacom or the Co-Chief Executive Officer of Viacom (with the Other Co-Chief Operating Officer being appointed as the Co-Chief Executive Officer of Viacom), or (B) the sole President and Chief Operating Officer of Viacom (with the Other Co-Chief Operating Officer of Viacom being appointed as the Chief Executive Officer of Viacom); (vii) termination by a change in reporting such that you do not report solely and directly to the Chairman, CEO or to Viacom’s Board of your employmentDirectors before December 31, during the thirty (30) day period following the twelve-month anniversary of 2007 or, if earlier, the date on which there occurs the current Chairman, CEO resigns from the position of CEO (or ceases to hold such position for any reason), and, thereafter, a Material EventXxxxxx Xxxxxxx July 1, based on your good faith determination that 2004 change in reporting such as you do not report to (A) the occurrence Chairman of Viacom or Viacom’s Board of Directors, if you have been promoted to the position of Chief Executive Officer or Co-Chief Executive Officer of Viacom, or (B) to the Other Co-Chief Operating Officer of Viacom who has been promoted to the office of the Material Event has adversely Chief Executive Officer of Viacom, if you have been promoted to the position of the sole President and materially affected your ability Chief Operating Officer of Viacom; (viii) the failure to perform your CEO duties effectivelyappoint or elect you to the position of (A) the sole President and Chief Operating Officer of Viacom, if the Other Co-Chief Operating Officer of Viacom resigns or his employment terminates for any reason, (B) the sole Chief Executive Officer of Viacom, if the other Co-Chief Executive Officer resigns or his employment terminates for any reason, or (C) the Chief Executive Officer of Viacom, if the Other Co-Chief Operating Officer becomes the Chief Executive Officer of Viacom and thereafter resigns or his employment terminates for any reason, in each case, with authority over the business units previously supervised by the departing executive; or (viiiix) any other material breach by Employer Viacom of its material obligations hereunder, including but not limited to a breach of Paragraph 2. For purposes of clause (vii) above, a Material Event shall have occurred on the date on which a majority of the independent directors of the Board ceases to consist of (1) those individuals constitute the independent directors of the Board (the “Original Independent Directors”) and (2) those successor independent directors who are elected or appointed to the Board, either by a vote of the Board or by action of the shareholders of the Employer pursuant to a recommendation by the Board, as a result of the death or voluntary retirement or resignation of an Original Independent Director (or any such successor), including a voluntary determination by such Original Independent Director (or such successor) not to stand for re-election.