Common use of Termination By Executive For Good Reason Following a Change in Control Clause in Contracts

Termination By Executive For Good Reason Following a Change in Control. (i) If during the two year period following the date of this Agreement Executive terminates his employment for Good Reason (Initial Period) then such termination shall be treated as a termination of Executive’s employment by the Company without Cause under Section 4(d) of this Agreement. For purposes of this Agreement, “Good Reason (Initial Period)” shall mean (A) (1) the assignment to Executive of any duties inconsistent in any material respect with Executive’s position (including status, offices and titles), authority, duties or responsibilities as contemplated by Section 1 of this Agreement or (2) any other action by the Company (or its successor) which results in a material diminishment of such position, authority, duties or responsibilities, other than an inadvertent action which is remedied by the Company (or its successor) promptly after receipt of notice thereof given by Executive, (B) any material failure by the Company (or its successor) to comply with any of the provisions of this Agreement, other than an institutional and inadvertent failure which is remedied by the Company (or its successor) promptly after receipt of notice thereof given by Executive, (C) the Company’s (or its successor’s) requiring Executive to be based at any office or location more than 50 miles removed from that at which Executive is based on the date hereof, except for travel reasonably required in the performance of Executive’s responsibilities, or (D) any purported termination by the Company (or its successor) of Executive’s employment otherwise than as permitted by this Agreement, it being understood that any such purported termination shall not be effective for any purpose of this Agreement.