Common use of Resignation in connection with a Control Transaction Clause in Contracts

Resignation in connection with a Control Transaction. A resignation of Executive shall also be for “Good Reason” where such resignation is tendered within sixty (60) days following any of the events listed below and such event occurs within twelve (12) months following a Control Transaction as defined in Section 8(c): (i) an assignment to Executive of any duties inconsistent with, or a significant change in the nature or scope of Executive’s authority or duties from, those held by Executive immediately prior to the Control Transaction; (ii) a reduction in Executive’s annual salary or bonus program in effect immediately prior to the Control Transaction; (iii) the relocation of Executive’s place of employment outside of a fifty (50) mile radius from its present location; (iv) the failure to provide Executive with a number of paid personal leave days at least equal to the number of paid personal leave days to which he was entitled in the last full calendar year prior to the Control Transaction; (v) the failure to provide Executive with substantially the same fringe benefits that were provided to Executive immediately prior to the Control Transaction, or with a package of fringe benefits that, though one or more of such benefits may vary from those in effect immediately prior to the Control Transaction, is, in Executive’s opinion, substantially at least as beneficial to Executive in all material respects to such fringe benefits taken as a whole; (vi) the failure to obtain the express written assumption of and agreement to perform the obligations in this Agreement by any successor.

Resignation in connection with a Control Transaction. A resignation of Executive shall also be for “Good Reason” where such resignation is tendered within sixty (60) days following any of the events listed below and such event occurs within twelve (12) months following a Control Transaction as defined in Section 8(c): (i) an assignment to Executive of any duties inconsistent with, or a significant change in the nature or scope of Executive’s authority or duties from, those held by Executive immediately prior to the Control Transaction; (ii) a reduction in Executive’s annual salary or bonus program in effect immediately prior to the Control Transaction; (iii) the relocation of Executive’s place of employment outside of a fifty (50) mile radius from its present location; (iv) the failure to provide Executive with a number of paid personal leave days at least equal to the number of paid personal leave days to which he was entitled in the last full calendar year prior to the Control Transaction; (v) the failure to provide Executive with substantially the same fringe benefits that were provided to Executive immediately prior to the Control Transaction, or with a package of fringe benefits that, though one or more of such benefits may vary from those in effect immediately prior to the Control Transaction, is, in Executive’s opinion, substantially at least as beneficial to Executive in all material respects to such fringe benefits taken as a whole; (vi) the failure to obtain the express written assumption of and agreement to perform the obligations in this Agreement by any successor.

Resignation in connection with a Control Transaction. A resignation Executive may resign her position as a consequence of Executive shall also be for a Control Transaction (a “Good Reason” Change in Control Resignation”) where such resignation is tendered within sixty (60) days following any of the events listed below and such event occurs within twelve (12) months following a Control Transaction as defined in Section 8(c): (i) an assignment to Executive of any duties inconsistent with, or a significant change in the nature or scope of Executive’s authority authority, responsibilities, title, reporting structure, or duties from, those held by Executive immediately prior to the Control Transaction; (ii) a material reduction in Executive’s annual salary or bonus program in effect immediately prior to the Control Transaction; (iii) the relocation of Executive’s place of employment outside of a fifty (50) mile radius from its present location; (iv) the failure to provide Executive with a number of paid personal leave days at least equal to the number of paid personal leave days to which he she was entitled in the last full calendar year prior to the Control Transaction; (viv) the failure to provide Executive with substantially the same fringe benefits that were provided to Executive immediately prior to the Control Transaction, or with a package of fringe benefits that, though one or more of such benefits may vary from those in effect immediately prior to the Control Transaction, is, in Executive’s opinion, substantially at least as beneficial to Executive in all material respects to such fringe benefits taken as a whole; (viv) the failure to obtain the express written assumption of of, and agreement to to, perform the obligations in this Agreement by any successor.