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 this Agreement, Executive shall be deemed to have resigned with "Good Reason" only if he resigns during a Specified Pre-Change Period or a Specified Post-Change Period and such resignation occurs within ninety (90) days (but no later than the end of the Specified Pre-Change Period if Executive resigns with Good Reason during a Specified Pre-Change Period) 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); (ii) the Company Substantially Reduces Executive's Senior Authority (as defined on Exhibit "A" attached hereto); (iii) the Company assigns material duties to Executive which are materially inconsistent with Executive's then-current status; (iv) the Company reduces Executive's base salary or benefits from that in effect at (A) the Execution Date (as defined Paragraph 3(e) below) if the Executive resigns with Good Reason during a Specified Pre-Change Period, or (B) the time of the consummation of the Change of Control if the Executive resigns during the Specified Post-Change Period, (unless, in either case, such reduction is in connection with a salary or benefit reduction program of general application at Executive's level) (v) 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 (vi) the Company fails to obtain the assumption of this Agreement by any successor or assign of the Company. The parties acknowledge that, in the event of a Change of Control, it may be mutually advantageous for Executive and the Company to discuss and implement changes in Executive’s employment on a trial basis even though such employment changes may constitute "Good Reason" under the terms of this Agreement. Accordingly, the parties may agree to extend the 90-day period referred to above in this subparagraph (c).

Resignation with Good Reason. Executive You may resign your employment under this Agreement with Good Reason at any time with or without 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 AgreementAgreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), Executive “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 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 resigned occurred with "Good Reason" only respect to clause (A)(1) above if he resigns during a Specified Pre-Change Period or a Specified Post-Change Period and such resignation occurs within ninety (90x) days (but no later than you cease to be the end most senior executive responsible for the legal affairs of the Specified Pre-Change Period CBS Businesses or (y) if Executive resigns with Good Reason during a Specified Pre-Change Period) after neither the Company has taken any of the following actions without Executive's express written consent: nor its ultimate parent company (iif any) the Company "Substantially Lessens Executive's Title" (as defined on Exhibit "A" attached heretois a public company); (ii) the Company Substantially Reduces Executive's Senior Authority (as defined on Exhibit "A" attached hereto); (iii) the Company assigns material duties to Executive which are materially inconsistent with Executive's then-current status; (iv) the Company reduces Executive's base salary or benefits from that in effect at (A) the Execution Date (as defined Paragraph 3(e) below) if the Executive resigns with Good Reason during a Specified Pre-Change Period, or (B) the time 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 Counsel of the consummation of the Change of Control if the Executive resigns during the Specified Post-Change Period, CBS Businesses; (unless, in either case, such reduction is in connection with a salary or benefit reduction program of general application at Executive's level) (vC) the material breach by the Company requires Executive to be based more than fifty of any of its obligations under this Agreement (50) miles from his present office location, except for required travel consistent with Executive's business travel obligationsit being understood that a breach by the Company of its obligations under paragraph 3 shall constitute a material breach of this Agreement); or (viD) the Company fails to obtain requirement that you relocate outside of the assumption metropolitan area in which you currently are employed (as described in paragraph 2 of this Agreement by Agreement) to any successor or assign of the Companymetropolitan area other than New York. The parties acknowledge thatCompany shall have thirty (30) days from the receipt of your notice within which to cure and, in the event of a Change such cure, your notice shall be of Controlno further force or effect. If no cure is effected, it may your resignation will be mutually advantageous for Executive and effective as of the date specified in your written notice to the Company to discuss and implement changes in Executive’s employment on a trial basis even though or such employment changes may constitute "Good Reason" under earlier effective date set by the terms Company following receipt of this Agreement. Accordingly, the parties may agree to extend the 90-day period referred to above in this subparagraph (c)your notice.

Resignation with Good Reason. Executive may resign at any time with or without Good Reason. For purposes of this Agreement, Executive shall be deemed to have resigned with "Good Reason" only if he resigns during a Specified Pre-Change Period or a Specified Post-Change Period and such resignation occurs within ninety one hundred eighty (90180) days (but no later than the end of the Specified Pre-Change Period if Executive resigns with Good Reason during a Specified Pre-Change Period) after the Company has taken any of the following actions without Executive's express written consent: consent (the "Good Reason Resignation Period"): (i) the Company "Substantially Lessens Executive's Title" (as defined on Exhibit "A" attached hereto); (ii) the Company Substantially Reduces Executive's Senior Authority (as defined on Exhibit "A" attached hereto); (iii) the Company assigns material duties to Executive which are materially inconsistent with Executive's then-current status; (iv) the Company reduces Executive's base salary or benefits from that in effect at (A) the Execution Date (as defined Paragraph 3(e) below) if the Executive resigns with Good Reason during a Specified Pre-Change Period, or (B) the time of the consummation of the Change of Control if the Executive resigns during the Specified Post-Change Period, (unless, in either case, such reduction is in connection with a salary or benefit reduction program of general application at Executive's level) (v) 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 (vi) the Company fails to obtain the assumption of this Agreement by any successor or assign of the Company. Notwithstanding the foregoing provisions of this subparagraph (c), Good Reason shall not exist unless Executive provides the Company written notice of the existence of one or more of the actions, conditions or events set forth above in this definition of Good Reason within ninety (90) days after the initial existence or occurrence of such action, condition or event, and if such action, event or condition is curable, the Company fails to cure such action, event or condition within thirty (30) days after its receipt of such notice. The parties acknowledge that, in the event of a Change of Control, it may be mutually advantageous for Executive and the Company to discuss and implement changes in Executive’s employment on a trial basis even though such employment changes may constitute "Good Reason" under the terms of this Agreement. Accordingly, the parties may agree in writing to extend the 90-day period Good Reason Resignation Period referred to above in this subparagraph (c), but in no event may the Good Reason Resignation Period be extended to a date that is later than one (1) year after the Company has taken any of the foregoing actions described in clauses (i) through (vi) of this subparagraph (c).

Resignation with Good Reason. Executive may resign at any time The Participant’s interest in all of the shares of Common Stock covered by the Stock Award (if not sooner vested) shall become vested and nonforfeitable as of the date that the Participant’s employment by the Company and its Affiliates ends if (i) such employment is terminated by the Participant with or without Good Reason, (ii) the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date such employment ends on account of the Participant’s resignation with Good Reason and (iii) the Participant signs a Release and the Release is effective and irrevocable no later than the forty-fifth (45th) day after such termination. For purposes of this Agreement, Executive shall be deemed to have resigned with "Good Reason" only if he resigns during a Specified Pre-Change Period or a Specified Post-Change Period and such the Participant’s resignation occurs within ninety (90) days (but no later than the end of the Specified Pre-Change Period if Executive resigns is with Good Reason during a Specified Pre-Change Period) after if the Company has taken any Participant resigns on account of the following actions without Executive's express written consent: (i) any material diminution in the Company "Substantially Lessens Executive's Title" Participant’s title, authorities, duties or responsibilities (as defined on Exhibit "A" attached hereto)including without limitation the assignment of duties inconsistent with the Participant’s position or a significant adverse alteration of the nature or status of the Participant’s responsibilities or conditions of the Participant’s employment; (ii) any material diminution in the Company Substantially Reduces Executive's Senior Authority (as defined on Exhibit "A" attached hereto)title, authority, duties or responsibilities of the supervisor to whom the Participant is required to report; (iii) after a Change in Control there occurs (x) a duplication with other Company personnel of the Participant’s title, authorities, duties or responsibilities; (y) a significant adverse alteration of the budget over which the Participant retains authority; or (z) a duplication with other Company assigns material personnel of the title, authority, duties or responsibilities of the supervisor to Executive which are materially inconsistent with Executive's then-current statuswhom the Participant is required to report; (iv) the Company reduces Executive's base salary or benefits from that in effect at (A) the Execution Date (as defined Paragraph 3(e) below) if the Executive resigns with Good Reason during a Specified Pre-Change Period, or (B) the time material reduction of the consummation of the Change of Control if the Executive resigns during the Specified Post-Change Period, (unless, in either case, such reduction is in connection with a salary or benefit reduction program of general application at Executive's level) Participant’s base salary; (v) the Company’s material breach of a written agreement between the Participant and the Company; or (vi) a determination by the Company requires Executive to be based relocate its corporate headquarters to a new location that is more than fifty (50) miles from his present office locationits headquarters on the Date of Grant. The Participant’s resignation shall not be a resignation with Good Reason unless the Participant gives the Board written notice (delivered within sixty (60) days after the Participant knows of the event, except for required travel consistent with Executive's business travel obligations; action, etc. that the Participant asserts constitutes Good Reason), the event, action, etc. that the Participant asserts constitutes Good Reason is not cured, to the reasonable satisfaction of the Participant, within thirty (30) days after such notice and the Participant resigns effective not later than six (6) months after the date the Participant knows of the event, action, etc. that the Participant asserts constitutes Good Reason. Except as provided in this Section 2, any shares of Common Stock covered by the Stock Award that are not vested and nonforfeitable on or (vi) before the date that the Participant’s employment by the Company fails to obtain and its Affiliates ends shall be forfeited on the assumption of this Agreement by any successor or assign of the Company. The parties acknowledge that, in the event of a Change of Control, it may be mutually advantageous for Executive and the Company to discuss and implement changes in Executive’s employment on a trial basis even though date that such employment changes may constitute "Good Reason" under the terms of this Agreement. Accordingly, the parties may agree to extend the 90-day period referred to above in this subparagraph (c)terminates.