Common use of Resignation with Good Reason Clause in Contracts

Resignation with Good Reason. Executive may resign at any time ---------------------------- with or without Good Reason. For purposes of the Agreement, Executive shall be deemed to have resigned with "Good Reason" following a Change in Control if he resigns within ninety days after the Company has taken any of the following actions without Executive's express written consent; (i) the Company "Substantially Lessens Executive's Title" (as defined on Exhibit A attached hereto); (if) the Company assigns material duties To Executive's Senior Authority (as defined on Exhibit A attached hereto); (if) the Company assigns material duties to Executive which are materially inconsistent with Executive's status as an office of the Company; (iii) the Company reduces Executive's base salary or benefits from that in effect at the time of the Change in Control (unless such reduction is in connection with a salary or benefit reduction program of general application to officers of the Company); (iv) the Company requires Executive to be based more than fifty (50) miles from his present office location, except for required travel consistent with Executive's business travel obligations; or (v) the Company fails to obtain the assumption of this Agreement by any successor or assign of the Company.

Resignation with Good Reason. Executive may resign at any time with ---------------------------- with or without Good Reason. For purposes of the Agreement, Executive shall be deemed to have resigned with "Good Reason" following a Change in Control if he resigns within ninety days after the Company has taken any of the following actions without Executive's express written consent; (i) the Company "Substantially Lessens Executive's Title" (as defined on Exhibit A 4A attached hereto); (ifii) the Company assigns material duties To to Executive's Senior Authority (as defined on Exhibit A 4A attached hereto); (ifii) the Company assigns material duties to Executive which are materially inconsistent with Executive's status as an office officer of the Company; (iii) the Company reduces Executive's base salary or benefits from that in effect at the time of the Change in Control (unless such reduction is in connection with a salary or benefit reduction program of general application to officers of the Company); (iv) the Company requires Executive to be based more than fifty (50) miles from his present office location, except for required travel consistent with Executive's business travel obligations; or (v) the Company fails to obtain the assumption of this Agreement by any successor or assign of the Company.

Resignation with Good Reason. Executive may resign at any time ---------------------------- with or without Good Reason. For purposes of the Agreement, Executive shall be deemed to have resigned with "Good Reason" following a Change in Control if he she resigns within ninety days after the Company has taken any of the following actions without Executive's express written consent; (i) the Company "Substantially Lessens Executive's Title" (as defined on Exhibit A 5A attached hereto); (ifii) the Company assigns material duties To Substantially Reduces Executive's Senior Authority (as defined on Exhibit A 5A attached hereto); (ifii) the Company assigns material duties to Executive which are materially inconsistent with Executive's status as an office officer of the Company; (iii) the Company reduces Executive's base salary or benefits from that in effect at the time of the Change in Control (unless such reduction is in connection with a salary or benefit reduction program of general application to officers of the Company); (iv) the Company requires Executive to be based more than fifty (50) miles from his her present office location, except for required travel consistent with Executive's business travel obligations; or (v) the Company fails to obtain the assumption of this Agreement by any successor or assign of the Company.

Resignation with Good Reason. Executive may resign at any time ---------------------------- with or without Good Reason. For purposes of the Agreement, Executive shall be deemed to have resigned with "Good Reason" following a Change in Control if he she resigns within ninety days after the Company has taken any of the following actions without Executive's express written consent; (i) the Company "Substantially Lessens Executive's Title" (as defined on Exhibit A 5A attached hereto); (ifii) the Company assigns material duties To Substantially Reduces Executive's Senior Authority (as defined on Exhibit A 5A attached hereto); (ifii) the Company assigns material duties to Executive which are materially inconsistent with Executive's status as an office officer of the Company; (iii) the Company reduces Executive's base salary or benefits from that in effect at the time of the Change in Control (unless such reduction is in connection with a salary or benefit reduction program of general application to officers of the Company); (iv) the Company requires Executive to be based more than fifty (50) miles from her/his present office location, except for required travel consistent with Executive's business travel obligations; or (v) the Company fails to obtain the assumption of this Agreement by any successor or assign of the Company.