Common use of Termination by Employee for Good Reason (Other Than A Termination In Connection Clause in Contracts

Termination by Employee for Good Reason (Other Than A Termination In Connection. With A Change in Control). Termination of Employee’s employment by Employee for “Good Reason” shall mean a termination of Employee’s employment by Employee with Employer and any Employer Entity as a result of the occurrence, without Employee’s written consent, of one of the following events: (a) a material reduction in Employee’s (1) annual Base Salary or (2) Target Bonus opportunity (unless such reduction in (1) and/or (2) relates to an across-the-board reduction similarly affecting Employee and all or substantially all other executives of Employer); (b) Employer makes or causes to be made a material adverse change in Employee’s position, authority, duties or responsibilities which results in a material diminution in Employee’s position, authority, duties or responsibilities, including, without limitation, Employee being required to report to any person other than the Board of Directors, except in connection with a termination of Employee’s employment with any Employer Entity for Permanent Disability, Employer Cause, death, or temporarily as a result of Employee’s incapacity or other absence for an extended period; or (c) a relocation of Employer’s principal place of business, or of Employee’s own office as assigned to Employee by any Employer Entity, to a location that increases Employee’s normal work commute by more than 50 miles. In order for Employee to terminate for Good Reason, (a) the Board of Directors must be notified by Employee in writing within 90 days of the event constituting Good Reason, (b) the event must remain uncorrected by the applicable Employer Entity for 30 days following such notice (the “Notice Period”), and (c) such termination must occur within 60 days after the expiration of the Notice Period.

Termination by Employee for Good Reason (Other Than A Termination In Connection. With A Change in Control). Termination of Employee’s employment by Employee for “Good Reason” shall mean a termination of Employee’s employment by Employee with the Employer and any Employer Entity as a result of the occurrence, without Employee’s written consent, of one of the following events: (a) a material reduction in Employee’s (1) annual Base Salary base salary or (2) Target Bonus opportunity (unless such reduction in (1) and/or (2) relates to an across-the-board reduction similarly affecting Employee and all or substantially all other executives of EmployerEmployer and the Employee Entities); (b) a failure to provide Employee with the opportunity to materially participate in any material equity-based plans of Employer and/or the Employer Entities on a similar basis to those of other similarly situated executives of Employer and/or the Employer Entities; (c) Employer makes or causes to be made a material adverse change in Employee’s position, authority, duties or responsibilities which results in a material significant diminution in Employee’s position, authority, duties or responsibilities, including, without limitation, Employee being required to report to any person other than the Board of Directors, except in connection with a termination of Employee’s employment with any Employer Entity for Permanent Disability, Employer Cause, death, or temporarily as a result of Employee’s incapacity or other absence for an extended period; or (cd) a relocation of Employer’s principal place of business, or of Employee’s own office as assigned to Employee by any Employer EntityEmployer, to a location that increases Employee’s normal work commute by more than 50 miles; or (e) Employer or the Board of Directors engages in any illegal activity or material violation of governmental laws, rules or regulations in connection with the Employer and/or the Employer Entities; provided, that such illegal activity or material violation has a material adverse effect on Employer and the Employer Entities, taken as a whole, thereby causing a material adverse change in the conditions under which Employee services are to be performed. In order for Employee to terminate for Good Reason, (a) the Board of Directors Employer must be notified by Employee in writing within 90 days of the event constituting Good Reason, (b) the event must remain uncorrected by the applicable Employer Entity for 30 days following such notice (the “Notice Period”), and (c) such termination must occur within 60 days after the expiration of the Notice Period.

Termination by Employee for Good Reason (Other Than A Termination In Connection. With A Change in Control). Termination of Employee’s employment by Employee for “"Good Reason” " shall mean a termination of Employee’s 's employment by Employee with the Employer and any Employer Entity as a result of the occurrence, without Employee’s 's written consent, of one of the following events: (a) a material reduction in Employee’s 's (1) annual Base Salary base salary or (2) Target Bonus opportunity (unless such reduction in (1) and/or (2) relates to an across-the-board reduction similarly affecting Employee and all or substantially all other executives of EmployerEmployer and the Employee Entities); (b) a failure to provide Employee with the opportunity to materially participate in any material equity-based plans of Employer and/or the Employer Entities on a similar basis to those of other similarly situated executives of Employer and/or the Employer Entities; (c) Employer makes or causes to be made a material adverse change in Employee’s 's position, authority, duties or responsibilities which results in a material significant diminution in Employee’s 's position, authority, duties or responsibilities, including, without limitation, Employee being required to report to any person other than the Board of Directors, except in connection with a termination of Employee’s 's employment with any Employer Entity for Permanent Disability, Employer Cause, death, or temporarily as a result of Employee’s 's incapacity or other absence for an extended period; or (cd) a relocation of Employer’s 's principal place of business, or of Employee’s 's own office as assigned to Employee by any Employer EntityEmployer, to a location that increases Employee’s 's normal work commute by more than 50 miles; or (e) Employer or the Board of Directors engages in any illegal activity or material violation of governmental laws, rules or regulations in connection with the Employer and/or the Employer Entities; provided, that such illegal activity or material violation has a material adverse effect on Employer and the Employer Entities, taken as a whole, thereby causing a material adverse change in the conditions under which Employee services are to be performed. In order for Employee to terminate for Good Reason, (a) the Board of Directors Employer must be notified by Employee in writing within 90 days of the event constituting Good Reason, (b) the event must remain uncorrected by the applicable Employer Entity for 30 days following such notice (the “"Notice Period”"), and (c) such termination must occur within 60 days after the expiration of the Notice Period.

Termination by Employee for Good Reason (Other Than A Termination In Connection. With A Change in Control). Termination of Employee’s employment by Employee for “"Good Reason” " shall mean a termination of Employee’s employment by Employee with Employer and any Employer Entity as a result of the occurrence, without Employee’s written consent, of one of the following eventsbecause of: (a) the assignment to Employee of any significant duties materially inconsistent with Employee's status as an officer of Alpha Natural Resources or a material reduction in Employee’s (1) annual Base Salary or (2) Target Bonus opportunity (unless such reduction in (1) and/or (2) relates to an across-the-board reduction similarly affecting Employee and all or substantially all other executives of Employer); (b) Employer makes or causes to be made a material adverse change in Employee’s position, authority, duties or responsibilities which results in a material substantial diminution in the nature of Employee’s position, authority, duties 's responsibilities or responsibilities, Employee's status (including, without limitation, Employee being required to report to any person other than the Board of Directors) (without his prior written consent), except in connection with (b) a termination material breach by Employer of Employee’s employment with any Employer Entity for Permanent Disabilitymaterial provision of this Agreement, Employer Cause, death, or temporarily as a result of Employee’s incapacity or other absence for an extended period; or (c) a relocation of Employer’s 's principal place of business, business or of Employee’s 's own office as assigned to Employee by any Employer Entity, to a location that increases Employee’s 's normal work commute by more than 50 miles, or (d) any illegal activity or material violation of governmental laws, rules or regulations by Employer or the Board of Directors in connection with the Employer Entities; provided, that such illegal activity or material violation has a material adverse effect on Employer and the Employer Entities, taken as a whole, thereby causing a material adverse change in the conditions under which Employee services are to be performed. In order for Employee to terminate for Good Reason, (a) the Board of Directors Employer must be notified by Employee in writing within 90 days of the event constituting Good Reason, (b) the event must remain uncorrected by the applicable Employer Entity for 30 days following such notice (the “"Notice Period”"), and (c) such termination must occur within 60 days after the expiration of the Notice Period. An across the-board base salary and/or Target Bonus opportunity reduction and, in the case of base salary, not below the initial base salary set forth in Section 2.1, similarly affecting Employee and all other executives of Employer shall not constitute a material breach of this Agreement by Employer.

Termination by Employee for Good Reason (Other Than A Termination In Connection. With A Change in Control). Termination of Employee’s employment by Employee for “"Good Reason” " shall mean a termination of Employee’s 's employment by Employee with the Employer and any Employer Entity as a result of the occurrence, without Employee’s 's written consent, of one of the following events: (a) a material reduction in Employee’s 's (1) annual Base Salary base salary or (2) Target Bonus opportunity (unless such reduction in (1) and/or (2) relates to an across-the-board reduction similarly affecting Employee and all or substantially all other executives of EmployerEmployer and the Employee Entities); (b) a failure to provide Employee with the opportunity to participate in any equity-based plans of Employer and/or the Employer Entities on a similar basis to those of other similarly situated executives of Employer and/or the Employer Entities; (c) Employer makes or causes to be made a material adverse change in Employee’s 's position, authority, duties or responsibilities which results in a material significant diminution in Employee’s 's position, authority, duties or responsibilities, including, without limitation, Employee being required to report to any person other than the Board of DirectorsCEO, except in connection with a termination of Employee’s 's employment with any Employer Entity for Permanent Disability, Employer Cause, death, or temporarily as a result of Employee’s 's incapacity or other absence for an extended period; or (cd) a relocation of Employer’s 's principal place of business, or of Employee’s 's own office as assigned to Employee by any Employer EntityEmployer, to a location that increases Employee’s 's normal work commute by more than 50 miles; or (e) Employer or the Board of Directors engages in any illegal activity or material violation of governmental laws, rules or regulations in connection with the Employer and/or the Employer Entities; provided, that such illegal activity or material violation could reasonably be expected to have a material adverse effect on Employer and the Employer Entities, taken as a whole. In order for Employee to terminate for Good Reason, (a) the Board of Directors Employer must be notified by Employee in writing within 90 days of the event constituting Good Reason, (b) the event must remain uncorrected by the applicable Employer Entity for 30 days following such notice (the “"Notice Period”"), and (c) such termination must occur within 60 days after the expiration of the Notice Period.

Termination by Employee for Good Reason (Other Than A Termination In Connection. With A Change in Control). Termination of Employee’s employment by Employee for “"Good Reason” " shall mean a termination of Employee’s 's employment by Employee with the Employer and any Employer Entity as a result of the occurrence, without Employee’s 's written consent, of one of the following events: (a) a material reduction in Employee’s 's (1) annual Base Salary base salary or (2) Target Bonus opportunity (unless such reduction in (1) and/or (2) relates to an across-the-board reduction similarly affecting Employee and all or substantially all other executives of EmployerEmployer and the Employee Entities); (b) a failure to provide Employee with the opportunity to materially participate in any material equity-based plans of Employer and/or the Employer Entities on a similar basis to those of other similarly situated executives of Employer and/or the Employer Entities; (c) Employer makes or causes to be made a material adverse change in Employee’s 's position, authority, duties or responsibilities which results in a material significant diminution in Employee’s 's position, authority, duties or responsibilities, including, without limitation, Employee being required to report to any person other than the Board of DirectorsCEO, except in connection with a termination of Employee’s 's employment with any Employer Entity for Permanent Disability, Employer Cause, death, or temporarily as a result of Employee’s 's incapacity or other absence for an extended period; or (cd) a relocation of Employer’s 's principal place of business, or of Employee’s 's own office as assigned to Employee by any Employer EntityEmployer, to a location that increases Employee’s 's normal work commute by more than 50 miles; or (e) Employer or the Board of Directors engages in any illegal activity or material violation of governmental laws, rules or regulations in connection with the Employer and/or the Employer Entities; provided, that such illegal activity or material violation has a material adverse effect on Employer and the Employer Entities, taken as a whole, thereby causing a material adverse change in the conditions under which Employee services are to be performed. In order for Employee to terminate for Good Reason, (a) the Board of Directors Employer must be notified by Employee in writing within 90 days of the event constituting Good Reason, (b) the event must remain uncorrected by the applicable Employer Entity for 30 days following such notice (the “"Notice Period”"), and (c) such termination must occur within 60 days after the expiration of the Notice Period.

Termination by Employee for Good Reason (Other Than A Termination In Connection. With A Change in Control). Termination of Employee’s employment by Employee for “"Good Reason” " shall mean a termination of Employee’s 's employment by Employee with the Employer and any Employer Entity as a result of the occurrence, without Employee’s 's written consent, of one of the following events: (a) a material reduction in Employee’s 's (1) annual Base Salary base salary or (2) Target Bonus opportunity (unless such reduction in (1) and/or (2) relates to an across-the-board reduction similarly affecting Employee and all or substantially all other executives of Employer); (b) a failure to provide Employee with the opportunity to materially participate in any material equity-based plans of Employer on a similar basis to those of other similarly situated executives of Employer; (c) Employer makes or causes to be made a material adverse change in Employee’s 's position, authority, duties or responsibilities which results in a material significant diminution in Employee’s 's position, authority, duties or responsibilities, including, without limitation, Employee being required to report to any person other than the Board of DirectorsCEO, except in connection with a termination of Employee’s 's employment with any Employer Entity for Permanent Disability, Employer Cause, death, or temporarily as a result of Employee’s 's incapacity or other absence for an extended period; or (cd) a relocation of Employer’s 's principal place of business, or of Employee’s 's own office as assigned to Employee by any Employer EntityEmployer, to a location that increases Employee’s 's normal work commute by more than 50 miles, other than a relocation of Employee's own office assigned to him by Employer to Abingdon, Virginia; or (e) Employer or the Board of Directors engages in any illegal activity or material violation of governmental laws, rules or regulations in connection with the Employer; provided, that such illegal activity or material violation has a material adverse effect on Employer, taken as a whole, thereby causing a material adverse change in the conditions under which Employee services are to be performed. In order for Employee to terminate for Good Reason, (a) the Board of Directors Employer must be notified by Employee in writing within 90 days of the event constituting Good Reason, (b) the event must remain uncorrected by the applicable Employer Entity for 30 days following such notice (the “"Notice Period”"), and (c) such termination must occur within 60 days after the expiration of the Notice Period.

Termination by Employee for Good Reason (Other Than A Termination In Connection. With A Change in Control). Termination of Employee’s employment by Employee for “Good Reason” shall mean a termination of Employee’s employment by Employee with Employer and any Employer Entity as a result of the occurrence, without Employee’s written consent, of one of the following events: (a) a material reduction in Employee’s (1) annual Base Salary or (2) Target Bonus opportunity (unless such reduction in (1) and/or (2) relates to an across-the-board reduction similarly affecting Employee and all or substantially all other executives of Employer); (b) Employer makes or causes to be made a material adverse change in Employee’s position, authority, duties or responsibilities which results in a material diminution in Employee’s position, authority, duties or responsibilities, including, without limitation, Employee being required to report to any person other than the Board of Directors, except in connection with a termination of Employee’s employment with any Employer Entity for Permanent Disability, Employer Cause, death, or temporarily as a result of Employee’s incapacity or other absence for an extended period; or (c) a relocation of Employer’s principal place of business, or of Employee’s own office as assigned to Employee by any Employer Entity, to a location that increases Employee’s normal work commute by more than 50 fifty (50) miles. In order for Employee to terminate for Good Reason, (a) the Board of Directors must be notified by Employee in writing within 90 ninety (90) days of the event constituting Good Reason, (b) the event must remain uncorrected by the applicable Employer Entity for 30 thirty (30) days following such notice (the “Notice Period”), and (c) such termination must occur within 60 sixty (60) days after the expiration of the Notice Period.