Common use of Good Reason; Window Period Clause in Contracts

Good Reason; Window Period. The Executive’s employment may be terminated during the Employment Period by the Executive for Good Reason, or during a Window Period by the Executive without any reason. For purposes of this Agreement, ‘Window Period’ shall mean the 45-day period immediately following elapse of one year after any Change of Control as defined in Section 9 of this Agreement. For purposes of this Agreement, ‘Good Reason’ shall mean:” 2. The last paragraph of Section 3(c) of the Employment Agreement is hereby amended to read as follows: “Notwithstanding any provision to the contrary, in order for any event(s) in subparagraph (i) through (iv) above to constitute ‘Good Reason’ for purposes of this Agreement, (A) the Executive must notify the Company via Notice of Termination within 90 days following the initial occurrence of the event(s) that the Executive intends to terminate his employment with the Company because of the occurrence of Good Reason (which event must be described by the Executive in reasonable detail in the Notice of Termination) and (B) within 60 days after receiving such Notice of Termination from the Executive (the ‘Correction Period’), the Company must fail to reinstate the Executive to the position he was in, or otherwise cure the circumstances giving rise to Good Reason. Executive’s termination for Good Reason may occur only within 60 days following the expiration of the Correction Period.” 3. Section 4(a)(i)(A) of the Employment Agreement is hereby amended to read as follows: A. in a lump sum in cash, within 10 days after the Date of Termination, an amount equal to the sum of (1) the Executive’s Annual Base Salary through the Date of Termination, (2) any deferred compensation previously awarded to or earned by the Executive (together with any accrued interest or earnings thereon) subject to the terms and conditions of any plan or arrangement providing such deferred compensation and (3) any compensation for unused vacation time for which the Executive is eligible in accordance with the plans, policies, programs and practices of the Company and its affiliated companies, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as (the ‘Accrued Obligation’);” 4. Section 4(a)(i)(D) of the Employment Agreement is hereby amended to read as follows:

Good Reason; Window Period. The Executive’s employment may be terminated during the Employment Period by the Executive for Good Reason, or during a Window Period by the Executive without any reason. For purposes of this Agreement, ‘Window Period’ shall mean the 45-day period immediately following elapse of one year after any Change of Control as defined in Section 9 of this Agreement. For purposes of this Agreement, ‘Good Reason’ shall mean:” 2. The last paragraph of Section 3(c) of the Employment Agreement is hereby amended to read as follows: “Notwithstanding any provision to the contrary, in order for any event(s) in subparagraph (i) through (ivv) above to constitute ‘Good Reason’ for purposes of this Agreement, (A) the Executive must notify the Company via Notice of Termination within 90 days following the initial occurrence of the event(s) that the Executive intends to terminate his employment with the Company because of the occurrence of Good Reason (which event must be described by the Executive in reasonable detail in the Notice of Termination) and (B) within 60 days after receiving such Notice of Termination from the Executive (the ‘Correction Period’), the Company must fail to reinstate the Executive to the position he was in, or otherwise cure the circumstances giving rise to Good Reason. Executive’s termination for Good Reason may occur only within 60 days following the expiration of the Correction Period.” 3. Section 4(a)(i)(A) of the Employment Agreement is hereby amended to read as follows: A. in a lump sum in cash, within 10 days after the Date of Termination, an amount equal to the sum of (1) the Executive’s Annual Base Salary through the Date of Termination, (2) any deferred compensation previously awarded to or earned by the Executive (together with any accrued interest or earnings thereon) subject to the terms and conditions of any plan or arrangement providing such deferred compensation and (3) any compensation for unused vacation time for which the Executive is eligible in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as (the ‘Accrued Obligation’);” 4. Section 4(a)(i)(D4(a)(i)(E) of the Employment Agreement is hereby amended to read as follows:

Good Reason; Window Period. The Executive’s employment may be terminated during the Employment Period by the Executive for Good Reason, or during a Window Period by the Executive without any reason. For purposes of this Agreement, ‘Window Period’ shall mean the 45-day period immediately following elapse of one year after any Change of Control as defined in Section 9 of this Agreement. For purposes of this Agreement, ‘Good Reason’ shall mean:” 2. The last paragraph of Section 3(c) of the Employment Agreement is hereby amended to read as follows: “Notwithstanding any provision to the contrary, in order for any event(s) in subparagraph (i) through (ivvi) above to constitute ‘Good Reason’ for purposes of this Agreement, (A) the Executive must notify the Company via Notice of Termination within 90 days following the initial occurrence of the event(s) that the Executive intends to terminate his employment with the Company because of the occurrence of Good Reason (which event must be described by the Executive in reasonable detail in the Notice of Termination) and (B) within 60 days after receiving such Notice of Termination from the Executive (the ‘Correction Period’), the Company must fail to reinstate the Executive to the position he was in, or otherwise cure the circumstances giving rise to Good Reason. Executive’s termination for Good Reason may occur only within 60 days following the expiration of the Correction Period.” 3. Section 4(a)(i)(A) of the Employment Agreement is hereby amended to read as follows: A. in a lump sum in cash, within 10 days after the Date of Termination, an amount equal to the sum of (1) the Executive’s Annual Base Salary through the Date of Termination, (2) any deferred compensation previously awarded to or earned by the Executive (together with any accrued interest or earnings thereon) subject to the terms and conditions of any plan or arrangement providing such deferred compensation and (3) any compensation for unused vacation time for which the Executive is eligible in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as (the ‘Accrued Obligation’);” 4. Section 4(a)(i)(D4(a)(i)(E) of the Employment Agreement is hereby amended to read as follows: