Common use of Resignation by Executive for Good Reason Clause in Contracts

Resignation by Executive for Good Reason. The Executive may terminate his employment for Good Reason (as defined below) in accordance with the terms of this Section 3.4. For purposes of this Agreement, “Good Reason” shall mean: (i) a material diminution in the character or scope of Executive’s duties, responsibilities, or authority, (ii) a material reduction in Base Salary other than a reduction that is proportionate to any general reduction in base salaries of executive officers of the Company and/or Parent; or (iii) the Company’s material breach of this Agreement, including, for the avoidance of any doubt, a breach of Section 6.20 hereof; provided, however, that for an event to constitute an event of Good Reason under this Section 3.4, the Executive must (a) provide the Company with written notice in accordance with Section 6.4 of Executive’s intent to terminate employment and a detailed description of the event Executive believes constitutes Good Reason within thirty (30) days after the initial existence of the event, and (b) the Company shall have sixty (60) days after Executive provides the notice described above to cure the event that constitutes Good Reason (the “Cure Period”). Provided that the Company has not cured the event reportedly giving rise to Good Reason, Executive will have ninety (90) days following the end of the Cure Period to terminate Executive’s employment for Good Reason, after which Good Reason will no longer exist with respect to the event to which such cure period applied.