Common use of Resignation With or Without Good Reason Clause in Contracts

Resignation With or Without Good Reason. (i) This Agreement and Xx. Xxxxxxxxx’x employment hereunder may be terminated by Xx. Xxxxxxxxx with or without Good Reason at any time upon ninety (90) days written notice to the Company. (ii) For purposes of this Agreement, “Good Reason” means any of the following that has not been approved in writing in advance by Xx. Xxxxxxxxx: (A) a material diminution of Xx. Xxxxxxxxx’x titles, duties, responsibilities, authorities or reporting relationship or obligations, as set forth in this Agreement, including, but not limited to, Xx. Xxxxxxxxx no longer reporting directly to the Chief Executive Officer of the Company; (B) the failure of C. Xxxxx Xxxx to elect Xx. Xxxxxxxxx as a Class B member of the Board of the Parent during the years 2020-2029, as long as Xx. Xxxxxxxxx is employed by the Company; (C) a material reduction in Xx. Xxxxxxxxx’x Base Salary or target cash bonus; (D) subject to Section 2(f) above, relocation of Xx. Xxxxxxxxx’x principal place of employment by more than fifty (50) miles from his current offices in Milton, Delaware; (E) a material breach by the Company of this Agreement or any other agreement between the Company or the Board and Xx. Xxxxxxxxx; or (F) a Change in Control. Notwithstanding the foregoing, “Good Reason” for Xx. Xxxxxxxxx to resign shall not exist unless: (X) Xx. Xxxxxxxxx provides the Company with written notice of the condition giving rise to Good Reason; (Y) the Company fails to remedy such condition within thirty (30) days after its receipt of such written notice; and (Z) Xx. Xxxxxxxxx resigns within sixty (60) days after the cure period has lapsed. Any resignation or termination pursuant to this section 7(e) shall not constitute a breach of this Agreement by either party.

Resignation With or Without Good Reason. (i) This Agreement and Xx. Xxxxxxxxx’x employment hereunder may be terminated by Xx. Xxxxxxxxx with or without Good Reason at any time upon ninety (90) days written notice to the Company. (ii) For purposes of this Agreement, “Good Reason” means any of the following that has not been approved in writing in advance by Xx. Xxxxxxxxx: (A) a material diminution substantive change in the nature of Xx. Xxxxxxxxx’x titles, duties, responsibilities, authorities or reporting relationship or obligations, as set forth in this Agreement, including, but not limited to, Xx. Xxxxxxxxx no longer reporting directly to the Chief Executive Officer of the Company; (B) the failure of C. Xxxxx Xxxx to elect Xx. Xxxxxxxxx as a Class B member of the Board of the Parent during the years 2020-2029, as long as Xx. Xxxxxxxxx is employed by the Company; (C) a material reduction in Xx. Xxxxxxxxx’x Base Salary or target cash bonusSalary; (DC) subject to Section 2(f) above, relocation of Xx. Xxxxxxxxx’x principal place of employment by more than fifty (50) miles from his her current offices in Milton, Delaware; (ED) a material breach by the Company of this Agreement or any other agreement between the Company or the Board and Xx. Xxxxxxxxx; or (FE) a Change in Control. Notwithstanding the foregoing, “Good Reason” for Xx. Xxxxxxxxx to resign shall not exist unless: (X) Xx. Xxxxxxxxx provides the Company with written notice of the condition giving rise to Good Reason; (Y) the Company fails to remedy such condition within thirty (30) days after its receipt of such written notice; and (Z) Xx. Xxxxxxxxx resigns within sixty (60) days after the cure period has lapsed. Any resignation or termination pursuant to this section 7(e) shall not constitute a breach of this Agreement by either party.