Common use of Resignation with Good Reason Clause in Contracts

Resignation with Good Reason. (i) You may resign your employment under this Agreement with Good Reason at any time during the Term by written notice of termination to the Company given no more than thirty (30) days after you learned of the occurrence of the event constituting Good Reason. Such notice shall state an effective resignation date that is not earlier than thirty (30) days and not later than sixty (60) days after the date it is given to the Company, provided that the Company may set an earlier effective date for your resignation at any time after receipt of your notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with physical and mental incapacity): (A) a reduction in (1) your position, titles, offices, reporting relationships, authorities, duties or responsibilities from those set forth in paragraph 2, including any such reduction effected through any arrangement involving the sharing of your position, titles, offices, reporting relationships, authorities, duties or responsibilities, or any such reduction which would remove positions, titles, offices, reporting relationships, authorities, duties or responsibilities which are customarily given to the highest ranking financial officer of a public company comparable to the Company or (2) your base Salary or target compensation as set forth in paragraph 3, including your annual Target Bonus or long term incentive targets (for the avoidance of doubt, a reduction shall include and be deemed to have occurred with respect to clause (A)(1) above if either (x) you cease to be the most senior executive responsible for the financial affairs of the Company (provided that if the Company has an ultimate parent company that is a public company, instead you are not the most senior executive responsible for the financial affairs of the ultimate public parent company) or (y) neither the Company nor its ultimate parent company (if any) is a public company); (B) the assignment to you of duties or responsibilities that are inconsistent or conflict with your position, titles, offices or reporting relationships as set forth in paragraph 2 or that impair your ability to function as Executive Vice President, Chief Financial Officer, of the Company; (C) the material breach by the Company of any of its obligations under this Agreement (it being understood that a breach by the Company of its obligations under Xxxxxxxxx Xxxxx as of August 13, 2019 paragraph 3 shall constitute a material breach of this Agreement); or (D) the requirement that you relocate outside of the metropolitan area in which you currently are employed (as described in paragraph 2 of this Agreement) to any metropolitan area other than New York. The Company shall have thirty (30) days from the receipt of your notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect. If no cure is effected, your resignation will be effective as of the date specified in your written notice to the Company or such earlier effective date set by the Company following receipt of your notice.

Resignation with Good Reason. (i) You may resign your employment under this Agreement with Good Reason at any time during the Term by written notice of termination to the Company CBS given no more than thirty (30) days after you learned of the occurrence of the event constituting Good Reason. Such notice shall state an effective resignation date that is not earlier than thirty (30) business days and not later than sixty (60) days after the date it is given to the CompanyCBS, provided that the Company CBS may set an earlier effective date for your resignation at any time after receipt of your notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with physical and mental incapacity): (A) a material reduction in (1) your position, titles, offices, reporting relationships, authorities, duties or responsibilities from those set forth in paragraph 2effect immediately prior to such reduction, including any such reduction effected through any arrangement involving the sharing of your position, titles, offices, reporting relationships, authorities, duties or responsibilities, or any such reduction which would remove positions, titles, offices, reporting relationships, authorities, duties or responsibilities which are customarily given to the highest ranking financial officer an executive of a public company comparable to the Company CBS or (2) your base Salary or target compensation as set forth in paragraph 3effect immediately prior to such reduction, including your annual Target Bonus or long term incentive targets (for the avoidance of doubt, a material reduction shall include and be deemed to have occurred with respect to clause (A)(1) above if either (x) you cease to be the most senior executive responsible for the financial affairs human resources and administration of the Company CBS (provided that no cessation will be deemed to have occurred if the Company CBS has an ultimate parent company that is a public company, instead company and you are not the most senior executive responsible for the financial affairs human resources Xxxxxxx X. Xxxxxxxx as of September 29, 2016 and administration of the ultimate public parent company) or (y) neither the Company CBS nor its ultimate parent company (if any) is a public company); (B) the assignment to you of duties or responsibilities that are materially inconsistent or conflict with your position, titles, offices or reporting relationships as set forth in paragraph 2 they exist on the Effective Date or that materially impair your ability to function as Senior Executive Vice President, Chief Financial Officer, Administrative Officer and Chief Human Resources Officer of the CompanyCBS; or (C) the material breach by the Company CBS of any of its obligations under this Agreement (it being understood that a breach by the Company of its obligations under Xxxxxxxxx Xxxxx as of August 13, 2019 paragraph 3 shall constitute a material breach of this Agreement); or (D) the requirement that you relocate outside of the metropolitan area in which you currently are employed (as described in paragraph 2 of this Agreement) to any metropolitan area other than New YorkLos Angeles. The Company CBS shall have thirty (30) days from the receipt of your notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect. If no cure is effected, your resignation will be effective as of the date specified in your written notice to the Company CBS or such earlier effective date set by the Company CBS following receipt of your notice.

Resignation with Good Reason. (i) You may resign your employment under this Agreement with Good Reason at any time during the Term by written notice of termination to the Company CBS given no more than thirty (30) days after you learned of the occurrence of the event constituting Good Reason. Such notice shall state an effective resignation date that is not earlier than thirty (30) business days and not later than sixty (60) days after the date it is given to the CompanyCBS, provided that the Company CBS may set an earlier effective date for your resignation at any time after receipt of your notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with physical and mental incapacity): (A) a material reduction in (1) your position, titles, offices, reporting relationships, authorities, duties or responsibilities from those set forth in paragraph 2effect immediately prior to such reduction, including any such reduction effected through any arrangement involving the sharing of your position, titles, offices, reporting relationships, authorities, duties or responsibilities, or any such reduction which would remove positions, titles, offices, reporting relationships, authorities, duties or responsibilities which are customarily given to the highest ranking financial officer an executive of a public company comparable to the Company CBS, or (2) Xxxxx X. Xxxxxxxx as of October 1, 2011 your base Salary or target compensation as set forth in paragraph 3effect immediately prior to such reduction, including your annual Target Bonus or long term incentive targets (for the avoidance of doubt, a material reduction shall include and be deemed to have occurred with respect to clause (A)(1) above if either (x) you cease to be the most senior executive responsible for the financial legal affairs of the Company CBS (provided that if the Company CBS has an ultimate parent company that is a public company, instead you are not the most senior executive responsible for the financial legal affairs of the ultimate public parent company) or (y) neither the Company CBS nor its ultimate parent company (if any) is a public company); (B) the assignment to you of duties or responsibilities that are materially inconsistent or conflict with your position, titles, offices or reporting relationships as set forth in paragraph 2 they exist on the Effective Date or that materially impair your ability to function as Executive Vice President, Chief Financial Officer, General Counsel of the CompanyCBS; (C) the material breach by the Company CBS of any of its obligations under this Agreement (it being understood that a breach by the Company of its obligations under Xxxxxxxxx Xxxxx as of August 13, 2019 paragraph 3 shall constitute a material breach of this Agreement); or (D) the requirement that you relocate outside of the metropolitan area in which you currently are employed (as described in paragraph 2 of this Agreement) to any metropolitan area other than New YorkLos Angeles. The Company CBS shall have thirty (30) days from the receipt of your notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect. If no cure is effected, your resignation will be effective as of the date specified in your written notice to the Company CBS or such earlier effective date set by the Company CBS following receipt of your notice.

Resignation with Good Reason. (i) You may resign your employment under this Agreement with Good Reason at any time during the Term by written notice of termination to the Company CBS given no more than thirty (30) days after you learned of the occurrence of the event constituting Good Reason. Such notice shall state an effective resignation date that is not earlier than thirty (30) business days and not later than sixty (60) days after the date it is given to the CompanyCBS, provided that the Company CBS may set an earlier effective date for your resignation at any time after receipt of your notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with physical and mental incapacity): (A) a material reduction in (1) your position, titles, offices, reporting relationships, authorities, duties or responsibilities from those set forth in paragraph 2effect immediately prior to such reduction, including any such reduction effected through any arrangement involving the sharing of your position, titles, offices, reporting relationships, authorities, duties or responsibilities, or any such reduction which would remove positions, titles, offices, reporting relationships, authorities, duties or responsibilities which are customarily given to the highest ranking financial officer an executive of a public company comparable to the Company CBS or (2) your base Salary or target compensation as set forth in paragraph 3effect immediately prior to such reduction, including your annual Target Bonus or long term incentive targets (for the avoidance of doubt, a material reduction shall include and be deemed to have occurred with respect to clause (A)(1) above if either (x) you cease to be the most senior executive responsible for the financial affairs of the Company CBS (provided that if the Company CBS has an ultimate parent company that is a public company, instead you are not the most senior executive responsible for the Xx. Xxxxxxxxx Xxxxx October 18, 2018 financial affairs of the ultimate public parent company) or (y) neither the Company CBS nor its ultimate parent company (if any) is a public company); (B) the assignment to you of duties or responsibilities that are materially inconsistent or conflict with your position, titles, offices or reporting relationships as set forth in paragraph 2 they exist on the Effective Date or that materially impair your ability to function as Executive Vice President, Chief Financial Officer, of the CompanyCBS; (C) the material breach by the Company CBS of any of its obligations under this Agreement (it being understood that a breach by the Company of its obligations under Xxxxxxxxx Xxxxx as of August 13, 2019 paragraph 3 shall constitute a material breach of this Agreement); or (D) the requirement that you relocate outside of the metropolitan area in which you currently are employed (as described in paragraph 2 of this Agreement) to any metropolitan area other than New YorkYork or Los Angeles. The Company CBS shall have thirty (30) days from the receipt of your notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect. If no cure is effected, your resignation will be effective as of the date specified in your written notice to the Company CBS or such earlier effective date set by the Company CBS following receipt of your notice.

Resignation with Good Reason. (i) You may resign your employment under this Agreement with Good Reason at any time during the Term by written notice of termination to the Company given no more than thirty (30) days after you learned of the occurrence of the event constituting Good Reason. Such notice shall state an effective resignation date that is not earlier than thirty (30) days and not later than sixty (60) days after the date it is given to the Company, provided that the Company may set an earlier effective date for your resignation at any time after receipt of your notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without Xxxxxxx X. Xxxxx as of November 19, 2019 your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with physical and mental incapacity): (A) a reduction in (1) your position, titles, offices, reporting relationships, authorities, duties or responsibilities from those set forth in paragraph 2, including any such reduction effected through any arrangement involving the sharing of your position, titles, offices, reporting relationships, authorities, duties or responsibilities, or any such reduction which would remove positions, titles, offices, reporting relationships, authorities, duties or responsibilities which are customarily given to the highest ranking financial officer executive responsible for the tax affairs of a public company comparable to the Company Company, or a requirement that you report to anyone other than the CFO or another executive at the same or equivalent level as may be designated by the CEO, or (2) your base Salary or target compensation as set forth in paragraph 3, including your annual Target Bonus or long term incentive targets (for the avoidance of doubt, a reduction shall include (although not be limited to) and be deemed to have occurred with respect to clause (A)(1) above if either (x) you cease to be the most senior executive responsible for the financial tax affairs of the Company (provided that if the Company has an ultimate parent company that is a public company, instead you are not the most senior executive responsible for the financial tax affairs of the ultimate public parent company) or (y) neither the Company nor its ultimate parent company (if any) is a public company); (B) the assignment to you of duties or responsibilities that are inconsistent or conflict with your position, titles, offices or reporting relationships as set forth in paragraph 2 or that impair your ability to function as Executive Vice President, General Tax Counsel and Chief Financial Officer, Veteran Officer of the Company; (C) the material breach by the Company of any of its obligations under this Agreement (it being understood that a breach by the Company of its obligations under Xxxxxxxxx Xxxxx as of August 13, 2019 paragraph 3 shall constitute a material breach of this Agreement); or (D) the requirement that you relocate outside of the metropolitan area in which you currently are employed (as described in paragraph 2 of this Agreement) to any metropolitan area other than New York. The Company shall have thirty (30) days from the receipt of your notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect. If no cure is effected, your resignation will be effective as of the date specified in your written notice to the Company or such earlier effective date set by the Company following receipt of your notice.

Resignation with Good Reason. (i) You may resign your employment under this Agreement with Good Reason at any time during the Term by written notice of termination to the Company CBS given no more than thirty (30) days after you learned of the occurrence of the event constituting Good Reason. Such notice shall state an effective resignation date that is not earlier than thirty (30) business days and not later than sixty (60) days after the date it is given to the CompanyCBS, provided that the Company CBS may set an earlier effective date for your resignation at any time after receipt of your notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with physical and mental incapacity): (A) a material reduction in (1) your position, titles, offices, reporting relationships, authorities, duties or responsibilities from those set forth in paragraph 2effect immediately prior to such reduction (including, including with respect to your role as Executive Vice President, Deputy General Counsel and Secretary of CBS, any such reduction effected through any Xxxxxxxx Xxxxxxxx as of January 1, 2019 arrangement involving the sharing of your position, titles, offices, reporting relationships, authorities, duties or responsibilities, or any such reduction which would remove positions, titles, offices, reporting relationships, authorities, duties or responsibilities which are customarily given to the highest ranking financial officer an executive of a public company comparable to the Company CBS) or (2) your base Salary or target compensation as set forth in paragraph 3effect immediately prior to such reduction, including your annual Target Bonus or long term incentive targets targets; (for B) the assignment to you of duties or responsibilities that are materially inconsistent with your position, titles, offices or reporting relationships as they exist on the Effective Date or that materially impair your ability to function as Executive Vice President and General Counsel, CBS Broadcasting and/or Executive Vice President, Deputy General Counsel and Secretary of CBS; (C) the material breach by CBS of any of its obligations under this Agreement; or (D) the requirement that you relocate outside of the metropolitan area in which you currently are principally employed to any metropolitan area other than New York. For the avoidance of doubt, as it pertains to your role as Executive Vice President, Deputy General Counsel and Secretary of CBS, a material reduction shall include and be deemed to have occurred with respect to clause (A)(1) above if either (x) you cease to be the most senior executive responsible for corporate, securities, real estate, executive compensation, employee benefits and Board of Directors matters who reports to the financial affairs of the Company CLO (provided that no cessation will be deemed to have occurred if the Company CBS has an ultimate parent company that is a public company, instead company and you are not the most senior executive responsible for the financial corporate, securities, real estate, executive compensation, employee benefits and Board of Directors matters who reports to the most senior executive responsible for legal affairs of the ultimate public parent company) or (y) neither the Company CBS nor its ultimate parent company (if any) is a public company); (B) the assignment to you of duties or responsibilities that are inconsistent or conflict with your position, titles, offices or reporting relationships as set forth in paragraph 2 or that impair your ability to function as Executive Vice President, Chief Financial Officer, of the Company; (C) the material breach by the Company of any of its obligations under this Agreement (it being understood that a breach by the Company of its obligations under Xxxxxxxxx Xxxxx as of August 13, 2019 paragraph 3 shall constitute a material breach of this Agreement); or (D) the requirement that you relocate outside of the metropolitan area in which you currently are employed (as described in paragraph 2 of this Agreement) to any metropolitan area other than New York. The Company CBS shall have thirty (30) days from the receipt of your notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect. If no cure is effected, your resignation will be effective as of the date specified in your written notice to the Company CBS or such earlier effective date set by the Company CBS following receipt of your notice.

Resignation with Good Reason. (i) You may resign your employment under this Agreement with Good Reason at any time during the Term by written notice of termination to the Company CBS given no more than thirty (30) days after you learned of the occurrence of the event constituting Good Reason. Such notice shall state an effective resignation date that is not earlier than thirty (30) business days and not later than sixty (60) days after the date it is given to the CompanyCBS, provided that the Company CBS may set an earlier effective date for your resignation at any time after receipt of your notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with physical and mental incapacity): (A) a material reduction in (1) your position, titles, offices, reporting relationships, authorities, duties or responsibilities from those set forth in paragraph 2effect immediately prior to such reduction, including any such reduction effected through any arrangement involving the sharing of your position, titles, offices, reporting relationships, authorities, duties or responsibilities, or any such reduction which would remove positions, titles, offices, reporting relationships, authorities, duties or responsibilities which are customarily given to the highest ranking financial officer an executive of a public company comparable to the Company CBS or (2) your base Salary or target compensation as set forth in paragraph 3effect immediately prior to such reduction, including your annual Target Bonus or long term incentive targets (for the avoidance of doubt, a material reduction shall include and be deemed to have occurred with respect to clause (A)(1) above if Xxxxxx X. Xxxxxx As of September 1, 2010 either (x) you cease to be the most senior executive responsible for the financial planning, policy and governmental affairs of the Company CBS (provided that if the Company CBS has an ultimate parent company that is a public company, instead you are not the most senior executive responsible for the financial planning, policy and governmental affairs of the ultimate public parent company) or (y) neither the Company CBS nor its ultimate parent company (if any) is a public company); (B) the assignment to you of duties or responsibilities that are materially inconsistent or conflict with your position, titles, offices or reporting relationships as set forth in paragraph 2 they exist on January 1, 2011 or that materially impair your ability to function as Executive Vice President, Chief Financial OfficerPlanning, Policy and Governmental Affairs of the CompanyCBS; (C) the material breach by the Company CBS of any of its obligations under this Agreement (it being understood that a breach by the Company of its obligations under Xxxxxxxxx Xxxxx as of August 13, 2019 paragraph 3 shall constitute a material breach of this Agreement); or (D) the requirement that you relocate outside of the metropolitan area in which you currently are employed (as described in paragraph 2 of this Agreement) to any metropolitan area other than New YorkYork or Los Angeles. The Company CBS shall have thirty (30) days from the receipt of your notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect. If no cure is effected, your resignation will be effective as of the date specified in your written notice to the Company CBS or such earlier effective date set by the Company CBS following receipt of your notice.

Resignation with Good Reason. (i) You may resign your employment under this Agreement with Good Reason at any time during the Term by written notice of termination to the Company CBS given no more than thirty (30) days after you learned of the occurrence of the event constituting Good Reason. Such notice shall state an effective resignation date that is not earlier than thirty (30) business days and not later than sixty (60) days after the date it is given to the CompanyCBS, provided that the Company CBS may set an earlier effective date for your resignation at any time after receipt of your notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with physical and mental incapacity): (A) a material reduction in (1) your position, titles, offices, reporting relationships, authorities, duties or responsibilities from those set forth in paragraph 2effect immediately prior to such reduction, including any such reduction effected through any arrangement involving the sharing of your position, titles, offices, reporting relationships, authorities, duties or responsibilities, or any such reduction which would remove positions, titles, offices, reporting relationships, authorities, duties or responsibilities which are customarily given to the highest ranking financial officer an executive of a public company comparable to the Company CBS or (2) your base Salary or target compensation as set forth in paragraph 3effect immediately prior to such reduction, including your annual Target Bonus or long term incentive targets (for the avoidance of doubt, a material reduction shall include and be deemed to have occurred with respect to clause (A)(1) above if either (x) you cease to be the most senior executive responsible for the financial affairs human resources and administration of the Company CBS (provided that if the Company CBS has an ultimate parent company that is a public company, instead you are not the most senior Xxxxxxx X. Xxxxxxxx As of February 3, 2011 executive responsible for the financial affairs human resources and administration of the ultimate public parent company) or (y) neither the Company CBS nor its ultimate parent company (if any) is a public company); (B) the assignment to you of duties or responsibilities that are materially inconsistent or conflict with your position, titles, offices or reporting relationships as set forth in paragraph 2 they exist on January 1, 2011 or that materially impair your ability to function as Executive Vice President, Chief Financial Officer, Human Resources and Administration of the CompanyCBS; (C) the material breach by the Company CBS of any of its obligations under this Agreement (it being understood that a breach by the Company of its obligations under Xxxxxxxxx Xxxxx as of August 13, 2019 paragraph 3 shall constitute a material breach of this Agreement); or (D) the requirement that you relocate outside of the metropolitan area in which you currently are employed (as described in paragraph 2 of this Agreement) to any metropolitan area other than New YorkLos Angeles. The Company CBS shall have thirty (30) days from the receipt of your notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect. If no cure is effected, your resignation will be effective as of the date specified in your written notice to the Company CBS or such earlier effective date set by the Company CBS following receipt of your notice.

Resignation with Good Reason. (i) You may resign your employment under this Agreement with Good Reason at any time during the Term by written notice of termination to the Company given no more than thirty (30) calendar days after you learned of the occurrence of the event constituting Good Reason. Such notice shall state an effective resignation date that is not earlier than thirty (30) business days and not later than sixty (60) calendar days after the date it is given to the Company, provided that the Company may set an earlier effective date for your resignation at any time after receipt of your notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with physical and mental incapacity): (A) a material reduction in (1) your position, titles, offices, reporting relationships, authorities, duties or responsibilities from those set forth in paragraph 2, including any effect immediately prior to such reduction; (B) a material reduction effected through any arrangement involving the sharing of your position, titles, offices, reporting relationships, authorities, duties or responsibilities, or any such reduction which would remove positions, titles, offices, reporting relationships, authorities, duties or responsibilities which are customarily given to the highest ranking financial officer of a public company comparable to the Company or (2) in your base Salary or target compensation as set forth in paragraph 3effect immediately prior to such reduction, including your annual Target Bonus or long term incentive targets (for the avoidance of doubt, a reduction shall include and be deemed to have occurred with respect to clause (A)(1) above if either (x) you cease to be the most senior executive responsible for the financial affairs of the Company (provided that if the Company has an ultimate parent company that is a public company, instead you are not the most senior executive responsible for the financial affairs of the ultimate public parent company) or (y) neither the Company nor its ultimate parent company (if any) is a public company)targets; (BC) the assignment to you of duties or responsibilities that are materially inconsistent or conflict with your position, titles, offices or reporting relationships as set forth in paragraph 2 they exist on the Effective Date or that materially impair your ability to function as Executive Vice PresidentPresident and General Counsel, Chief Financial Officer, of the CompanyViacomCBS Media Networks; (CD) the material breach by the Company of any of its obligations under this Agreement (it being understood that a breach by the Company of its obligations under Xxxxxxxxx Xxxxx as of August 13, 2019 paragraph 3 shall constitute a material breach of this Agreement); or (DE) the requirement that you relocate outside of the Los Angeles metropolitan area in which you currently are employed (area. Xxxxxxxx Xxxxxxxx as described in paragraph 2 of this Agreement) to any metropolitan area other than New York. December 10, 2019 The Company shall have thirty (30) days from the receipt of your notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect. If no cure is effected, your resignation will be effective as of the date specified in your written notice to the Company or such earlier effective date set by the Company following receipt of your notice.

Resignation with Good Reason. (i) You may resign your employment under this Agreement with Good Reason at any time during the Term by written notice of termination to the Company CBS given no more than thirty (30) days after you learned know or reasonably should have known of the occurrence of the event constituting Good Reason. Such notice shall state an effective resignation date that is not earlier than thirty (30) business days and not later than sixty (60) days after the date it is given to the CompanyCBS, provided that the Company CBS may set an earlier effective date for your resignation at any time after receipt of your notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with physical and mental incapacity): (A) a material reduction in (1) your position, titles, offices, reporting relationships, authorities, duties or responsibilities from those set forth in paragraph 2effect immediately prior to such reduction, including any such reduction effected through any arrangement involving the sharing of your position, titles, offices, offices reporting relationships, authorities, duties or responsibilities, or any such reduction which would remove positions, titles, offices, offices reporting relationships, authorities, duties or responsibilities which are customarily given to the highest ranking financial officer an executive of a public company comparable to the Company or (2) your base Salary or target compensation as set forth in paragraph 3, including your annual Target Bonus or long term incentive targets CBS (for the avoidance of doubt, (i) a material reduction shall include and be deemed to have occurred with respect to clause (A)(1) above if either (x) you cease to be the most senior executive responsible for the financial affairs of CBS and the Company operational responsibilities in effect immediately prior to the Effective Date and such additional operating responsibilities as the CEO may assign to you thereafter (the “Operational Responsibilities”) (provided that no cessation shall be deemed to have occurred if the Company CBS has an ultimate parent company that is a public company, instead company and you are not the most senior executive responsible for the financial affairs and the Operational Responsibilities of the ultimate public parent company) ), or (y) neither the Company CBS nor its ultimate parent company (if any) is a public company; and (ii) neither the assignment of another individual (or any successor(s) to such individual) to serve in the CFO position nor such individual’s performance of duties customary to that of a CFO of a public company shall be considered a material reduction or otherwise constitute “Good Reason” so long as such CFO position reports to you as the COO); (B) a reduction in your base Salary or target compensation in effect immediately prior to such reduction, including your annual Target Bonus or long term incentive targets; (C) the assignment to you of duties or responsibilities that are materially Xxxxxx X. Xxxxxxxxx June 4, 2013 inconsistent or conflict with your position, titles, offices or reporting relationships as set forth in paragraph 2 the usual and customary duties associated with a Chief Operating Officer of a publicly traded company or that materially impair your ability to function as Executive Vice President, the Chief Financial Officer, Operating Officer of CBS (provided that you acknowledge and agree that supporting the CompanyCEO on such strategic and operational matters as he may assign to you shall not be deemed materially inconsistent with the usual and customary duties associated with a Chief Operating Officer of a publicly traded company or to materially impair your ability to function as the COO of CBS); (CD) the material breach by the Company CBS of any of its obligations under this Agreement (it being understood that a breach by the Company CBS of its obligations under Xxxxxxxxx Xxxxx as of August 13, 2019 paragraph 3 paragraphs 3(c)(ii) and/or 3(c)(iii) shall constitute a material breach of an obligation under this Agreement); (E) a Material Reduction, as defined in Exhibit A attached hereto; or (DF) the requirement that CBS requiring you relocate outside of the metropolitan area in which you currently are employed (as described in paragraph 2 of this Agreement) to any metropolitan area be based anywhere other than the New YorkYork or Los Angeles metropolitan area, except for required travel on CBS business. The Company CBS shall have thirty (30) days from the receipt of your notice within which to cure cure, and, in the event of such cure, your notice shall be of no further force or effect; provided, however, that in the event of a Material Reduction, the thirty (30) day cure period shall be extended to ninety (90) days. If no cure is effected, your resignation will be effective as of the date specified in your written notice to the Company CBS or such earlier effective date set by the Company CBS following receipt of your notice.

Resignation with Good Reason. (i) You may resign your employment under this Agreement with Good Reason at any time during the Term by written notice of termination to the Company CBS given no more than thirty (30) days after you learned of the occurrence of the event constituting Good Reason. Such notice shall state an effective resignation date that is not earlier than thirty (30) business days and not later than sixty (60) days after the date it is given to the CompanyCBS, provided that the Company CBS may set an earlier effective date for your resignation at any time after receipt of your notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with physical and mental incapacity): (A) a material reduction in (1) your position, titles, offices, reporting relationships, authorities, duties or responsibilities from those set forth in paragraph 2effect immediately prior to such reduction, including any such reduction effected through any arrangement involving the sharing of your position, titles, offices, reporting relationships, authorities, duties or responsibilities, or any such reduction which would remove positions, titles, offices, reporting relationships, authorities, duties or responsibilities which are customarily given to the highest ranking financial officer an executive of a public company comparable to the Company CBS or (2) your base Salary or target compensation as set forth in paragraph 3effect immediately prior to such reduction, including your annual Target Bonus or long long-term incentive targets (for the avoidance of doubt, a material reduction shall include and be deemed to have occurred with respect to clause (A)(1) above if either (x) you cease to be the most senior executive responsible for the financial tax affairs of the Company CBS (provided that no cessation will be deemed to have occurred if the Company CBS has Xxxxxxx X. Xxxxx as of January 1, 2019 an ultimate parent company that is a public company, instead company and you are not the most senior executive responsible for the financial tax affairs of the ultimate public parent company) or (y) neither the Company CBS nor its ultimate parent company (if any) is a public company); (B) the assignment to you of duties or responsibilities that are materially inconsistent or conflict with your position, titles, offices or reporting relationships as set forth in paragraph 2 they existed on the Effective Date or that materially impair your ability to function as Executive Vice President, General Tax Counsel and Chief Financial Officer, Veteran Officer of the CompanyCBS; (C) the material breach by the Company CBS of any of its obligations under this Agreement (it being understood that a breach by the Company of its obligations under Xxxxxxxxx Xxxxx as of August 13, 2019 paragraph 3 shall constitute a material breach of this Agreement); or (D) the requirement that you relocate outside of the metropolitan area in which you currently are employed (as described in paragraph 2 of this Agreement) to any metropolitan area other than New YorkLos Angeles. The Company CBS shall have thirty (30) days from the receipt of your notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect. If no cure is effected, your resignation will be effective as of the date specified in your written notice to the Company CBS or such earlier effective date set by the Company CBS following receipt of your notice.

Resignation with Good Reason. (i) You may resign your employment under this Agreement with Good Reason at any time during the Term by written notice of termination to the Company CBS given no more than thirty (30) days after you learned of the occurrence of the event constituting Good Reason. Such notice shall state an effective resignation date that is not earlier than thirty (30) business days and not later than sixty (60) days after the date it is given to the CompanyCBS, provided that the Company CBS may set an earlier effective date for your resignation at any time after receipt of your notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with physical and mental incapacity): (A) a material reduction in (1) your position, titles, offices, reporting relationships, authorities, duties or responsibilities from those set forth in paragraph 2effect immediately prior to such reduction, including any such reduction effected through any arrangement involving the sharing of your position, titles, offices, reporting relationships, authorities, duties or responsibilities, or any such reduction which would remove positions, titles, offices, reporting relationships, authorities, duties or responsibilities which are customarily given to the highest ranking financial officer an executive of a public company comparable to the Company CBS or (2) your base Salary or target compensation as set forth in paragraph 3effect immediately prior to such reduction, including your annual Target Bonus or long term incentive targets (for the avoidance of doubt, a material reduction shall include and be deemed to have occurred with respect to clause (A)(1) above if Xxxxxxx X. Xxxxxxxx as of June 7, 2013 either (x) you cease to be the most senior executive responsible for the financial affairs human resources and administration of the Company CBS (provided that no cessation will be deemed to have occurred if the Company CBS has an ultimate parent company that is a public company, instead company and you are not the most senior executive responsible for the financial affairs human resources and administration of the ultimate public parent company) or (y) neither the Company CBS nor its ultimate parent company (if any) is a public company); (B) the assignment to you of duties or responsibilities that are materially inconsistent or conflict with your position, titles, offices or reporting relationships as set forth in paragraph 2 they exist on the Effective Date or that materially impair your ability to function as Senior Executive Vice President, Chief Financial Officer, Administrative Officer and Chief Human Resources Officer of the CompanyCBS; or (C) the material breach by the Company CBS of any of its obligations under this Agreement (it being understood that a breach by the Company of its obligations under Xxxxxxxxx Xxxxx as of August 13, 2019 paragraph 3 shall constitute a material breach of this Agreement); or (D) the requirement that you relocate outside of the metropolitan area in which you currently are employed (as described in paragraph 2 of this Agreement) to any metropolitan area other than New YorkLos Angeles. The Company CBS shall have thirty (30) days from the receipt of your notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect. If no cure is effected, your resignation will be effective as of the date specified in your written notice to the Company CBS or such earlier effective date set by the Company CBS following receipt of your notice.

Resignation with Good Reason. (i) You may resign your employment under this Agreement with Good Reason at any time during the Term by written notice of termination to the Company CBS given no more than thirty (30) days after you learned of the occurrence of the event constituting Good Reason. Such notice shall state an effective resignation date that is not earlier than thirty (30) business days and not later than sixty (60) days after the date it is given to the CompanyCBS, provided that the Company CBS may set an earlier effective date for your resignation at any time after receipt of your notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with physical and mental incapacity): (A) a material reduction in (1) your position, titles, offices, reporting relationships, authorities, duties or responsibilities from those set forth in paragraph 2effect immediately prior to such reduction, including any such reduction effected through any arrangement involving the sharing of your position, titles, offices, reporting relationships, authorities, duties or responsibilities, or any such reduction which would remove positions, titles, offices, reporting relationships, authorities, duties or responsibilities which are customarily given to the highest ranking financial officer an executive of a public company comparable to the Company CBS or (2) your base Salary or target compensation as set forth in paragraph 3effect immediately prior to such reduction, including your annual Target Bonus or long term incentive targets (for the avoidance of doubt, a material reduction shall include and be deemed to have occurred with respect to clause (A)(1) above if either (x) you cease to be the most senior executive responsible for the financial affairs of the Company CBS (provided that if the Company CBS has an ultimate parent company that is a public company, instead you are not the most senior executive responsible for the financial affairs of the ultimate public parent company) or (y) neither the Company CBS nor its ultimate parent company (if any) is a public company); (B) the assignment to you of duties or responsibilities that are materially inconsistent or conflict with your position, titles, offices or reporting relationships as set forth in paragraph 2 they exist on January 1, 2011 or that materially impair your ability to function as Executive Vice President, Chief Financial Officer, Officer of the CompanyCBS; (C) the material breach by the Company CBS of any of its obligations under this Agreement (it being understood that a breach by the Company of its obligations under Xxxxxxxxx Xxxxx as of August 13, 2019 paragraph 3 shall constitute a material breach of this Agreement); or (D) the requirement that you relocate outside of the metropolitan area a Material Reduction, as defined in which you currently are employed (as described in paragraph 2 of this Agreement) to any metropolitan area other than New YorkExhibit A attached hereto. The Company CBS shall have thirty (30) days from the receipt of your notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect; provided, however, that in the event of a Material Reduction, the thirty (30) day cure period shall be extended to ninety (90) days. If no cure is effected, your resignation will be effective as of the date specified in your written notice to the Company CBS or such earlier effective date set by the Company CBS following receipt of your notice.

Resignation with Good Reason. (i) You may resign your employment under this Agreement with Good Reason at any time during the Term by written notice of termination to the Company CBS given no more than thirty (30) days after you learned of the occurrence of the event constituting Good Reason. Such notice shall state an effective resignation date that is not earlier than thirty (30) business days and not later than sixty (60) days after the date it is given to the CompanyCBS, provided that the Company CBS may set an earlier effective date for your resignation at any time after receipt of your notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with physical and mental incapacity): (A) a material reduction in (1) your position, titles, offices, reporting relationships, authorities, duties or responsibilities from those set forth in paragraph 2effect immediately prior to such reduction, including any such reduction effected through any arrangement involving the sharing of your position, titles, offices, reporting relationships, authorities, duties or responsibilities, or any such reduction which would remove positions, titles, offices, reporting relationships, authorities, duties or responsibilities which are customarily given to the highest ranking financial officer an executive of a public company comparable to the Company CBS or (2) your base Salary or target compensation as set forth in paragraph 3effect immediately prior to such reduction, including your annual Target Bonus or long term incentive targets (for the avoidance of doubt, a material reduction shall include and be deemed to have occurred with respect to clause (A)(1) above if either (x) you cease to be the most senior executive responsible for the financial legal affairs of the Company CBS (provided that if the Company CBS has an ultimate parent company that is a public company, instead you are not the most senior executive responsible for the financial legal affairs of the ultimate public parent company) or (y) neither the Company CBS nor its ultimate parent company (if any) is a public company); (B) the assignment to you of duties or responsibilities that are materially inconsistent or conflict with your position, titles, offices or reporting relationships as set forth in paragraph 2 they existed on the Effective Date or that materially impair your ability to function as Senior Executive Vice President, President and Chief Financial Officer, Legal Officer of the CompanyCBS; (C) the material breach by the Company CBS of any of its obligations under this Agreement (it being understood that a breach by the Company of its obligations under Xxxxxxxxx Xxxxx as of August 13, 2019 paragraph 3 shall constitute a material breach of this Agreement); or (D) the requirement that you relocate outside of the metropolitan area in which you currently are employed (as described in paragraph 2 of this Agreement) to any metropolitan area other than New York. The Company CBS shall have thirty (30) days from the receipt of your notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect. If no cure is effected, your resignation will be effective as of the date specified in your written notice to the Company CBS or such earlier effective date set by the Company CBS following receipt of your notice.. Xx. Xxxxxxxx Tu as of June 1, 2017

Resignation with Good Reason. (i) You may resign your employment under this Agreement with Good Reason at any time during the Term by written notice of termination to the Company given no more than thirty (30) days after you learned of the occurrence of the event constituting Good Reason. Such notice shall state an effective resignation date that is not earlier than thirty (30) days and not later than sixty (60) days after the date it is given to the Company; provided, provided that the Company may set an earlier effective date for your resignation at any time after receipt of your notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with physical and mental incapacity): (A) a reduction in (1) your position, titles, offices, reporting relationships, authorities, duties or responsibilities from those set forth in paragraph 2, including any such reduction effected through any arrangement involving the sharing of your position, titles, offices, reporting relationships, authorities, duties or responsibilities, or any such reduction which would remove positions, titles, offices, reporting relationships, authorities, duties or responsibilities which are customarily given to the highest ranking financial legal officer of a business unit or division of the size, type and nature of the CBS Businesses of a public company comparable to the Company or (2) your base Salary or target compensation as set forth in paragraph 3, including your annual Target Bonus or long term incentive targets (for the avoidance of doubt, a reduction shall include and be deemed to have occurred with respect to clause (A)(1) above if either (x) you cease to be the most senior executive responsible for the financial legal affairs of the Company (provided that if the Company has an ultimate parent company that is a public company, instead you are not the most senior executive responsible for the financial affairs of the ultimate public parent company) CBS Businesses or (y) if neither the Company nor its ultimate parent company (if any) is a public company); (B) the assignment to you of duties or responsibilities that are inconsistent or conflict with your position, titles, offices or reporting relationships as set forth in paragraph 2 or that impair your ability to function as Executive Vice President, Chief Financial Officer, President & General Counsel of the CompanyCBS Businesses; (C) the material breach by the Company of any of its obligations under this Agreement (it being understood that a breach by the Company of its obligations under Xxxxxxxxx Xxxxx as of August 13, 2019 paragraph 3 shall constitute a material breach of this Agreement); or (D) the requirement that you relocate outside of the metropolitan area in which you currently are employed (as described in paragraph 2 of this Agreement) to any metropolitan area other than New York. The Company shall have thirty (30) days from the receipt of your notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect. If no cure is effected, your resignation will be effective as of the date specified in your written notice to the Company or such earlier effective date set by the Company following receipt of your notice.