Common use of Resignation by You Clause in Contracts

Resignation by You. You may terminate your employment hereunder at any time (i) subject to Section 6(a), for Good Reason or (ii) without Good Reason. Prior to a Change in Control and following the second anniversary of such Change in Control, "Good Reason" means (A) any material diminution (considering all previous diminutions during the Employment Period in the aggregate, including all previous diminutions during the Employment Period which are not material when considered separately) in your position, authority, powers, functions, duties or responsibilities, including your removal from the Executive Officer Committee; provided, however, that Good Reason may not be asserted by you under this clause (A) after a Non-Renewal Notice has been given or on the basis that your term as a director of the Company expired and you were not nominated for election to the Board in 2006 or at any time thereafter; (B) the relocation or transfer of your principal office to a location more than 50 miles from your regular work address as of the date hereof without your consent; (C) any reduction in your Annual Base Salary; (D) any reduction in your Annual Bonus Target from your Annual Bonus Target for the calendar year 2003; (E) the receipt by you of Awards in any calendar year that differ (as to number, terms or type of Awards), in a manner adverse to you, from the Awards received by you in calendar year 2002, unless either (1) such adverse differences are in the same manner and to the same proportional extent as the average (mean) changes made to the Awards received by all other members of the Executive Officer Committee in such calendar year or (2) such adverse differences are directly related to the Board's good faith assessment of your relative contribution to the Company or your relative performance as compared to other members of the Executive Officer Committee; provided, however, that in the case of adverse differences pursuant to clause (2), the receipt by you of a number of any type of Award in such calendar year that is less than one-half of the Final Average Number of Awards of such type for such calendar year shall constitute Good Reason; or (F) any failure by the Company to comply with any of the provisions of Section 2(b) which failure is not contemplated previously within this definition, excluding in all such cases any isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by

Resignation by You. You may terminate your employment hereunder at any time (i) subject to Section 6(a), for Good Reason or (ii) without Good Reason. Prior to a Change in Control and following the second anniversary of such Change in Control, "“Good Reason" ” means (A) any material diminution (considering all previous diminutions during the Employment Period in the aggregate, including all previous diminutions during the Employment Period which are not material when considered separately) in your position, authority, powers, functions, duties or responsibilities, including your removal from the Executive Officer Committee; provided, however, that Good Reason may not be asserted by you under this clause (A) after a Non-Renewal Notice has been given or on the basis that your term as a director of the Company expired and you were not nominated for election to the Board in 2006 or at any time thereaftergiven; (B) the relocation or transfer of your principal office to a location more than 50 miles from your regular work address as of the date hereof without your consent; (C) any reduction in your Annual Base SalarySalary to an amount that is less than 90% of the highest Annual Base Salary in effect for you during the Employment Period; (D) any reduction in your Annual Bonus Target from your Annual Bonus Target for the calendar year 2003; (E) the receipt by you of Awards (excluding Non-Performance Awards) in any calendar year that differ (as to number, terms or type of Awards), in a manner adverse to you, from the Awards (excluding Non-Performance Awards) received by you in calendar year 2002, unless either (1) such adverse differences are in the same manner and to the same proportional extent as the average (mean) changes made to the Awards (excluding Non-Performance Awards) received by all other members of the Executive Officer Committee (excluding the Chief Executive Officer of the Company) in such calendar year (for purposes of this clause (1), any member of the Executive Officer Committee in such calendar year who was not a member of the Executive Officer Committee in calendar year 2002 shall be deemed to have received an Award of 57,500 stock options in calendar year 2002) or (2) such adverse differences are directly related to the Board's ’s good faith assessment of your relative contribution to the Company or your relative performance as compared to other members of the Executive Officer CommitteeCommittee (excluding the Chief Executive Officer of the Company); provided, however, that in the case of adverse differences pursuant to clause (2), the receipt by you of a number of any type of Award in such calendar year that is less than one-half of the Final Average Number of Awards of such type for such calendar year shall constitute Good Reason; or (F) any failure by the Company to comply with any of the provisions of Section 2(b) which failure is not contemplated previously within this definition, excluding in all such cases any isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied byin

Resignation by You. You may terminate your employment hereunder at any time (i) subject to Section 6(a), for Good Reason or (ii) without Good Reason. Prior to a Change in Control and following the second anniversary of such Change in Control, "Good Reason" means (A) any material diminution (considering all previous diminutions during the Employment Period in the aggregate, including all previous diminutions during the Employment Period which are not material when considered separately) in your position, authority, powers, functions, duties or responsibilities, including your removal from excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Executive Officer CommitteeCompany promptly after receipt of notice thereof; provided, however, that Good Reason may not be asserted by you under this clause (A) after a Non-Renewal Notice has been given or on the basis that your term as a director of the Company expired and you were not nominated for election to the Board in 2006 or at any time thereaftergiven; (B) the relocation or transfer of your principal office to a location more than 50 miles from your regular work address as of the date hereof without your consent; or (C) any reduction in your Annual Base SalarySalary by more than ten percent (10%) of your Annual Base Salary as of the date of this Agreement; (D) any reduction failure by the Company to comply with any of the provisions of Section 2(b), excluding any isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by you. Upon or after a Change in Control but prior to the second anniversary of such Change in Control, "Good Reason" means (A) any material diminution (considering all diminutions in the aggregate, including all previous diminutions which are not material when considered separately) in your Annual Bonus Target from your Annual Bonus Target for position, authority, powers, functions, duties or responsibilities in effect immediately prior to the calendar year 2003; Change in Control (E) the receipt by you of Awards in any calendar year that differ (as to number, terms or type of Awards), in a manner adverse to you, from the Awards received by you in calendar year 2002, unless either (1) such adverse differences are in the same manner and subject to the same proportional extent exclusions as provided above prior to a Change in Control and following the average (mean) changes made to the Awards received by all other members of the Executive Officer Committee in such calendar year or (2) such adverse differences are directly related to the Board's good faith assessment of your relative contribution to the Company or your relative performance as compared to other members of the Executive Officer Committee; provided, however, that in the case of adverse differences pursuant to clause (2), the receipt by you of a number of any type of Award in such calendar year that is less than one-half of the Final Average Number of Awards second anniversary of such type for such calendar year shall constitute Good ReasonChange in Control); or (FB) any failure by the Company to comply with any of the provisions of Section 2(b) which failure is not contemplated previously within this definition, excluding in all such cases any isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied byby the Company promptly after receipt of notice thereof given by you; (C) any material reduction in your Annual Bonus Target from your Annual Bonus Target in effect immediately prior to the Change in Control or (D) the relocation or transfer of your principal office to a location more than 50 miles from your regular work address as of the date hereof without your consent.

Resignation by You. You may terminate your employment hereunder at any time (i) subject to Section 6(a), for Good Reason or (ii) without Good Reason. Prior to a Change in Control and following the second anniversary of such Change in Control, "Good Reason" means (A) any material diminution (considering all previous diminutions during the Employment Period in the aggregate, including all previous diminutions during the Employment Period which are not material when considered separately) in your position, authority, powers, functions, duties or responsibilities; provided, including however, that your removal from the office of Chairman of the Board of the Company shall not constitute Good Reason or otherwise contribute to an aggregate material diminution in your position, authority, powers, functions, duties or responsibilities if such position is removed because the Board, in its sole good faith discretion for corporate governance reasons, determines to separate the office of Chairman of the Board from that of Chief Executive Officer Committeeas long as another employee of the Company does not at any time thereafter during the Employment Period serve as the Company's Chairman of the Board; provided, further, however, that Good Reason may not be asserted by you under this clause (A) after a Non-Renewal Notice has been given or on the basis that your term as a director of the Company expired and you were not nominated for election to the Board in 2006 or at any time thereaftergiven; (B) the relocation or transfer of your principal office to a location more than 50 miles from your regular work address as of the date hereof without your consent; (C) any reduction in your Annual Base SalarySalary to an amount that is less than 90% of the highest Annual Base Salary in effect for you during the Employment Period; (D) any reduction in your Annual Bonus Target from your Annual Bonus Target for the calendar year 2003; (E) the receipt by you of Awards in any calendar year after 2003 that differ (as to number, terms or type of Awards), in a manner adverse to you, from the Awards received by you in calendar year 2002, unless either (1) such adverse differences are in the same manner and to the same proportional extent as the average (mean) changes made to the Awards received by all other members of the Executive Officer Committee in such calendar year or (2) such adverse differences are directly related to the Board's good faith assessment of your relative contribution to the Company or your relative performance as compared to other members of the Executive Officer Committee; provided, however, that in the case of adverse differences pursuant to clause (2), the receipt by you of a number of any type of Award in such calendar year that is less than one-half of the Final Average Number of Awards of such type for such calendar year shall constitute Good Reason; or (F) any failure by the Company to comply with any of the provisions of Section 2(a) or 2(b) (which, in the case of Section 2(a), would include any change in your position as the Chief Executive Officer of the Company and would exclude any change in your position as Chairman of the Board of the Company if you are removed from such position because the Board, in its sole good faith discretion for corporate governance reasons, determines to separate the office of Chairman of the Board from that of Chief Executive Officer as long as another employee of the Company does not at any time thereafter during the Employment Period serve as the Company's Chairman of the Board) which failure is not contemplated previously within this definition, excluding in all such cases any isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied byby the Company promptly after receipt of notice thereof given by you. Upon or after a Change in Control but prior to the second anniversary of such Change in Control, "Good Reason" means (A) any material diminution (considering all previous diminutions during the Employment Period in the aggregate, including all previous diminutions during the Employment Period which are not material when considered separately) in your position authority, powers, functions, duties or responsibilities in effect immediately prior to the Change in Control (subject to the same exclusions as provided above prior to a Change in Control and following the second anniversary of such Change in Control); (B) any reduction in your Annual Base Salary; (C) (i) any reduction in your Annual Bonus Target from your Annual Bonus Target for the calendar year 2003 or (ii) the awarding to you of an Annual Bonus that is less in amount than the Annual Bonus awarded to you for the calendar year immediately preceding the year during which the Change in Control occurs; (D) the receipt by you of Awards in any calendar year after 2003 that differ (as to number, terms or type of Awards), in a manner adverse to you, from the Awards received by you in calendar year 2002, unless either (1) such adverse differences are in the same manner and to the same proportional extent as the average (mean) changes made to the Awards received by all other members of the Executive Officer Committee in such calendar year or (2) such adverse differences are directly related to the Board's good faith assessment of your relative contribution to the Company or your relative performance as compared to other members of the Executive Officer Committee; provided, however, that in the case of adverse differences pursuant to clause (2), the receipt by you of a number of any type of Award in such calendar year that is less than the Final Average Number of Awards of such type in such calendar year shall constitute Good Reason; or (E) any failure by the Company to comply with any of the provisions of Section 2(a) or 2(b) (which, in the case of Section 2(a), would include any change in your position as the Chief Executive Officer of the Company and would exclude any change in your position as Chairman of the Board of the Company if you are removed from such position because the Board, in its sole good faith discretion for corporate governance reasons, determines to separate the office of Chairman of the Board from that of Chief Executive Officer as long as another employee of the Company does not at any time thereafter during the Employment Period serve as the Company's Chairman of the Board) which failure is not contemplated previously within this definition; or (F) the relocation or transfer of your principal office to a location more than 50 miles from your regular work address as of the date hereof without your consent, excluding in all such cases any isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by you. As used in this Agreement:

Resignation by You. You may terminate your employment hereunder at any time (i) subject to Section 6(a), for Good Reason or (ii) without Good Reason. Prior to a Change in Control and following the second anniversary of such Change in Control, "“Good Reason" ” means (A) any material diminution (considering all previous diminutions during the Employment Period in the aggregate, including all previous diminutions during the Employment Period which are not material when considered separately) in your position, authority, powers, functions, duties or responsibilities, including your removal from the Executive Officer Committee; provided, however, that Good Reason may not be asserted by you under this clause (A) after a Non-Renewal Notice has been given or on the basis that your term as a director of the Company expired and you were not nominated for election to the Board in 2006 or at any time thereafter; (B) the relocation or transfer of your principal office to a location more than 50 miles from your regular work address as of the date hereof without your consent; (C) any reduction in your Annual Base Salary; (D) any reduction in your Annual Bonus Target from your Annual Bonus Target for the calendar year 2003; (E) the receipt by you of Awards in any calendar year that differ (as to number, terms or type of Awards), in a manner adverse to you, from the Awards received by you in calendar year 2002, unless either (1) such adverse differences are in the same manner and to the same proportional extent as the average (mean) changes made to the Awards received by all other members of the Executive Officer Committee in such calendar year or (2) such adverse differences are directly related to the Board's ’s good faith assessment of your relative contribution to the Company or your relative performance as compared to other members of the Executive Officer Committee; provided, however, that in the case of adverse differences pursuant to clause (2), the receipt by you of a number of any type of Award in such calendar year that is less than one-half of the Final Average Number of Awards of such type for such calendar year shall constitute Good Reason; or (F) any failure by the Company to comply with any of the provisions of Section 2(b) which failure is not contemplated previously within this definition, excluding in all such cases any isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied byby the Company promptly after receipt of notice thereof given by you. Upon or after a Change in Control but prior to the second anniversary of such Change in Control, “Good Reason” means (A) any material diminution (considering all previous diminutions during the Employment Period in the aggregate, including all previous diminutions during the Employment Period which are not material when considered separately) in your position, authority, powers, functions, duties or responsibilities in effect immediately prior to the Change in Control, including your removal from the Executive Officer Committee (subject to the same exclusions as provided above prior to a Change in Control and following the second anniversary of such Change in Control); (B) any reduction in your Annual Base Salary; (C) (i) any reduction in your Annual Bonus Target from your Annual Bonus Target for the calendar year 2003 or (ii) the awarding to you of an Annual Bonus that is less in amount than the Annual Bonus awarded to you for the calendar year immediately preceding the year during which the Change in Control occurs; (D) the receipt by you of Awards in any calendar year that differ (as to number, terms or type of Awards), in a manner adverse to you, from the Awards received by you in calendar year 2002, unless either (1) such adverse differences are in the same manner and to the same proportional extent as the average (mean) changes made to the Awards received by all other members of the Executive Officer Committee in such calendar year or (2) such adverse differences are directly related to the Board’s good faith assessment of your relative contribution to the Company or your relative performance as compared to other members of the Executive Officer Committee; provided, however, that in the case of adverse differences pursuant to clause (2), the receipt by you of a number of any type of Award in such calendar year that is less than one-half of the Final Average Number of Awards of such type for such calendar year shall constitute Good Reason; or (E) any failure by the Company to comply with any of the provisions of Section 2(b) which failure is not contemplated previously within this definition; or (F) the relocation or transfer of your principal office to a location more than 50 miles from your regular work address as of the date hereof without your consent, excluding in all such cases any isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by you. As used in this Agreement:

Resignation by You. You may terminate your employment hereunder at any time (i) subject to Section 6(a), for Good Reason or (ii) without Good Reason. Prior to a Change in Control and following the second anniversary of such Change in Control, "“Good Reason" ” means (A) any material diminution (considering all previous diminutions during the Employment Period in the aggregate, including all previous diminutions during the Employment Period which are not material when considered separately) in your position, authority, powers, functions, duties or responsibilities, including your removal from the Executive Officer Committee; provided, however, that Good Reason may not be asserted by you under this clause (A) after a Non-Renewal Notice has been given or on the basis that your term as a director of the Company expired and you were not nominated for election to the Board in 2006 or at any time thereafter; (B) the relocation or transfer of your principal office to a location more than 50 miles from your regular work address as of the date hereof without your consent; (C) any reduction in your Annual Base SalarySalary to an amount that is less than 90% of the highest Annual Base Salary in effect for you during the Employment Period; (D) any reduction in your Annual Bonus Target from your Annual Bonus Target for the calendar year 2003; (E) the receipt by you of Awards (excluding Non-Performance Awards) in any calendar year that differ (as to number, terms or type of Awards), in a manner adverse to you, from the Awards (excluding Non-Performance Awards) received by you in calendar year 2002, unless either (1) such adverse differences are in the same manner and to the same proportional extent as the average (mean) changes made to the Awards (excluding Non-Performance Awards) received by all other members of the Executive Officer Committee (excluding the Chief Executive Officer of the Company) in such calendar year (for purposes of this clause (1), any member of the Executive Officer Committee in such calendar year who was not a member of the Executive Officer Committee in calendar year 2002 shall be deemed to have received an Award of 57,500 stock options in calendar year 2002) or (2) such adverse differences are directly related to the Board's ’s good faith assessment of your relative contribution to the Company or your relative performance as compared to other members of the Executive Officer Committee; provided, however, that in the case of adverse differences pursuant to clause (2), the receipt by you of a number of any type of Award in such calendar year that is less than one-half of the Final Average Number of Awards of such type for such calendar year shall constitute Good Reason; or (F) any failure by the Company to comply with any of the provisions of Section 2(b) which failure is not contemplated previously within this definition, excluding in all such cases any isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied byrelative

Resignation by You. You may terminate your employment hereunder at any time (i) subject to Section 6(a), for Good Reason or (ii) without Good Reason. Prior to a Change in Control and following the second anniversary of such Change in Control, "“Good Reason" ” means (A) any material diminution (considering all previous diminutions during the Employment Period in the aggregate, including all previous diminutions during the Employment Period which are not material when considered separately) in your position, authority, powers, functions, duties or responsibilities, including your removal from the Executive Officer Committee; provided, however, that Good Reason may not be asserted by you under this clause (A) after a Non-Renewal Notice has been given or on the basis that your term as a director of the Company expired and you were not nominated for election to the Board in 2006 or at any time thereaftergiven; (B) the relocation or transfer of your principal office to a location more than 50 miles from your regular work address as of the date hereof without your consent; (C) any reduction in your Annual Base SalarySalary to an amount that is less than 90% of the highest Annual Base Salary in effect for you during the Employment Period; (D) any reduction in your Annual Bonus Target from your Annual Bonus Target for the calendar year 2003; (E) the receipt by you of Awards in any calendar year that differ (as to number, terms or type of Awards), in a manner adverse to you, from the Awards Award of 57,500 stock options received by you certain members of the Executive Officer Committee in calendar year 2002, unless either (1) such adverse differences are in the same manner and to the same proportional extent as the average (mean) changes made to the Awards received by all other members of the Executive Officer Committee in such calendar year or (2) such adverse differences are directly related to the Board's ’s good faith assessment of your relative contribution to the Company or your relative performance as compared to other members of the Executive Officer Committee; provided, however, that in the case of adverse differences pursuant to clause (2), the receipt by you of a number of any type of Award in such calendar year that is less than one-half of the Final Average Number of Awards of such type for such calendar year shall constitute Good Reason; or (F) any failure by the Company to comply with any of the provisions of Section 2(b) which failure is not contemplated previously within this definition, excluding in all such cases any isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied byby the Company promptly after receipt of notice thereof given by you. Upon or after a Change in Control but prior to the second anniversary of such Change in Control, “Good Reason” means (A) any material diminution (considering all previous diminutions during the Employment Period in the aggregate, including all previous diminutions during the Employment Period which are not material when considered separately) in your position authority, powers, functions, duties or responsibilities in effect immediately prior to the Change in Control (subject to the same exclusions as provided above prior to a Change in Control and following the second anniversary of such Change in Control); (B) any reduction in your Annual Base Salary; (C) (i) any reduction in your Annual Bonus Target from your Annual Bonus Target for the calendar year 2003 or (ii) the awarding to you of an Annual Bonus that is less in amount than the Annual Bonus awarded to you for the calendar year immediately preceding the year during which the Change in Control occurs; (D) the receipt by you of Awards in any calendar year that differ (as to number, terms or type of Awards), in a manner adverse to you, from the Award of 57,500 stock options received by certain members of the Executive Officer Committee in calendar year 2002, unless either (1) such adverse differences are in the same manner and to the same proportional extent as the average (mean) changes made to the Awards received by all other members of the Executive Officer Committee in such calendar year or (2) such adverse differences are directly related to the Board’s good faith assessment of your relative contribution to the Company or your relative performance as compared to other members of the Executive Officer Committee; provided, however, that in the case of adverse differences pursuant to clause (2), the receipt by you of a number of any type of Award in such calendar year that is less than one-half of the Final Average Number of Awards of such type for such calendar year shall constitute Good Reason; or (E) any failure by the Company to comply with any of the provisions of Section 2(b) which failure is not contemplated previously within this definition; or (F) the relocation or transfer of your principal office to a location more than 50 miles from your regular work address as of the date hereof without your consent, excluding in all such cases any isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by you. As used in this Agreement: