Common use of Termination by Executive with or without Good Reason Clause in Contracts

Termination by Executive with or without Good Reason. Executive may terminate his employment hereunder at any time, with or without Good Reason; provided that any termination by Executive of his employment under this Agreement for Good Reason shall not be effective unless Executive has provided notice to the Company of the event giving rise to Good Reason no later than 90 days after the date the event occurs or, if later, the date Executive learns (or should have learned) of such event. Each of the following will constitute Good Reason for purposes of this Agreement, unless otherwise agreed to in writing by Executive: (i) Foamex International Inc. sells, leases or otherwise transfers all or substantially all of its assets and that of its subsidiaries (including, without limitation, Foamex L.P.) to an entity which has not, as of the date of such transaction, either assumed the Company’s obligations under this Agreement or entered into a new employment contract which is mutually satisfactory to Executive and such entity; (ii) a material diminution occurs in the duties, responsibilities or authorities of Executive as Executive Vice President and Chief Financial Officer of the Company that is not cured within 15 days after written notice of the same is received by the Company; (iii) the failure to pay compensation required hereunder and such failure is not cured within 15 days after written notice of the same is received by the Company; (iv) any change in the reporting structure so that Executive reports to someone other than the Executive Vice President and Chief Executive Officer; (v) following a Change in Control (as defined in Section 6.1 hereof), the principal executive offices of the Company are moved to a location more than fifty (50) miles from its location immediately prior to the Change in Control; (vi) any decrease in Executive’s Base Salary or Target Bonus opportunity, other than a Permitted Decrease in Executive’s Target Bonus opportunity, or failure to use its best efforts to make the 2007 Grant; or (vii) any material breach by the Company, or any of its affiliates, of any material obligation to Executive under this Agreement. Notwithstanding the above, Good Reason shall not exist unless the Executive has notified the Board of the actions or failures to act giving rise to Good Reason, and such actions or failures, if capable of being cured, shall not have been cured by the Company within 60 days of the receipt of such notice.

Termination by Executive with or without Good Reason. Executive may terminate his employment hereunder at any time, with or without Good Reason; provided that any termination by Executive of his employment under this Agreement for Good Reason shall not be effective unless Executive has provided notice to the Company of the event giving rise to Good Reason no later than 90 days after the date the event occurs or, if later, the date Executive learns (or should have learned) of such event. Each of the following will constitute Good Reason for purposes of this Agreement, unless otherwise agreed to in writing by Executive: (i) the sale, lease or other transfer by Foamex International Inc. sells, leases or otherwise transfers of all or substantially all of its assets and that of its subsidiaries (including, without limitation, Foamex L.P.) to an entity which has not, as of the date of such transaction, either assumed the Company’s obligations under this Agreement or entered into a new employment contract which is mutually satisfactory to Executive and such entity; (ii) a material diminution occurs in the duties, responsibilities or authorities of Executive as Executive Vice President and Chief Financial Officer CEO of the Company that is not cured within 15 days after written notice of the same is received by the Company; (iii) the failure to pay compensation required hereunder and such failure is not cured within 15 days after written notice of the same is received by the Company; (iv) any change in the reporting structure so that Executive reports to someone other than the Executive Vice President and Chief Executive OfficerBoard; (v) failure to appoint Executive as a member of the Board, Chairman of the Board and as CEO of the Company or removal of Executive from any such position; (vi) following a Change in Control (as defined in Section 6.1 hereof), the principal executive offices of the Company are moved to a location more than fifty (50) miles from its location immediately prior to the Change in Control; (vivii) any decrease reduction in Executive’s Base Salary or Target Bonus opportunity, other than a Permitted Decrease in Executive’s Target Bonus opportunity, or failure to use its best efforts to make the 2007 Grant; or (viiviii) any material breach by the Company, or any of its affiliates, of any material obligation to Executive under this Agreement. Notwithstanding the above, Good Reason shall not exist unless the Executive has notified the Board of the actions or failures to act giving rise to Good Reason, and such actions or failures, if capable of being cured, shall not have been cured by the Company within 60 days of the receipt of such notice.

Termination by Executive with or without Good Reason. Executive may terminate his employment hereunder at any time, with or without Good Reason; provided that any termination by Executive of his employment under this Agreement for Good Reason shall not be effective unless Executive has provided notice to the Company of the event giving rise to Good Reason no later than 90 days after the date the event occurs or, if later, the date Executive learns (or should have learned) of such event. Each of the following will constitute Good Reason for purposes of this Agreement, unless otherwise agreed to in writing by Executive: (i) Foamex International Inc. sells, leases or otherwise transfers all or substantially all of its assets and that of its subsidiaries (including, without limitation, Foamex L.P.) to an entity which has not, as of the date of such transaction, either assumed the Company’s obligations under this Agreement or entered into a new employment contract which is mutually satisfactory to Executive and such entity; (ii) a material diminution occurs in the duties, responsibilities or authorities of Executive as Executive Vice President and Chief Financial Operating Officer of the Company that is not cured within 15 days after written notice of the same is received by the Company; (iii) the failure to pay compensation required hereunder and such failure is not cured within 15 days after written notice of the same is received by the Company; (iv) any change in the reporting structure so that Executive reports to someone other than the Executive Vice President and Chief Executive Officer; (v) following a Change in Control (as defined in Section 6.1 hereof), the principal executive offices of the Company are moved to a location more than fifty (50) miles from its location immediately prior to the Change in Control; (vi) any decrease in Executive’s Base Salary or Target Bonus opportunity, other than a Permitted Decrease in Executive’s Target Bonus opportunity, or failure to use its best efforts to make the 2007 Grant; or (vii) any material breach by the Company, or any of its affiliates, of any material obligation to Executive under this Agreement. Notwithstanding the above, Good Reason shall not exist unless the Executive has notified the Board of the actions or failures to act giving rise to Good Reason, and such actions or failures, if capable of being cured, shall not have been cured by the Company within 60 30 days of the receipt of such noticenotice and Executive has terminated his employment within 75 days after so notifying the Board.

Termination by Executive with or without Good Reason. Executive may terminate his employment hereunder at any time, with or without Good Reason; provided that any termination by Executive of his employment under this Agreement for Good Reason shall not be effective unless Executive has provided notice to the Company of the event giving rise to Good Reason no later than 90 days after the date the event occurs or, if later, the date Executive learns (or should have learned) of such event. Each of the following will constitute Good Reason for purposes of this Agreement, unless otherwise agreed to in writing by Executive: (i) Foamex International Inc. sells, leases or otherwise transfers all or substantially all of its assets and that of its subsidiaries (including, without limitation, Foamex L.P.) to an entity which has not, as of the date of such transaction, either assumed the Company’s obligations under this Agreement or entered into a new employment contract which is mutually satisfactory to Executive and such entity; (ii) a material diminution occurs in the duties, responsibilities or authorities of Executive as Chief Executive Vice President and Chief Financial Officer of the Company that is not cured within 15 days after written notice of the same is received by the Company; (iii) the failure to pay compensation required hereunder and such failure is not cured within 15 days after written notice of the same is received by the Company; (iv) any change in the reporting structure so that Executive reports to someone other than the Executive Vice President and Chief Executive OfficerBoard; (v) following failure to appoint or elect (or re-elect) Executive as a Change in Control member of the Board or removal of Executive from his position on the Board; (as defined in Section 6.1 hereof), vi) the principal executive offices of the Company are moved to a location more than fifty (50) miles from its location immediately prior to the Change in Controlpresent location; (vivii) any decrease in Executive’s Base Salary or Target Bonus opportunity, other than a Permitted Decrease in Executive’s Target Bonus opportunity, or failure to use its best efforts to make the 2007 Grant; or (viiviii) any material breach by the Company, or any of its affiliates, of any material obligation to Executive under this Agreement. Notwithstanding the above, Good Reason shall not exist unless the Executive has notified the Board of the actions or failures to act giving rise to Good Reason, and such actions or failures, if capable of being cured, shall not have been cured by the Company within 60 days of the receipt of such notice, it being understood that if the Company makes the 2007 Grant at the fair market value at the time of grant within the 60 day cure period, Good Reason shall not exist.

Termination by Executive with or without Good Reason. Executive may terminate his employment hereunder at any time, with or without Good Reason; provided that any termination by Executive of his employment under this Agreement for Good Reason shall not be effective unless Executive has provided notice to the Company of the event giving rise to Good Reason no later than 90 days after the date the event occurs or, if later, the date Executive learns (or should have learned) of such event. Each of the following will constitute Good Reason for purposes of this Agreement, unless otherwise agreed to in writing by Executive: (i) Foamex International Inc. sells, leases or otherwise transfers all or substantially all of its assets and that of its subsidiaries (including, without limitation, Foamex L.P.) to an entity which has not, as of the date of such transaction, either assumed the Company’s obligations under this Agreement or entered into a new employment contract which is mutually satisfactory to Executive and such entity; (ii) a material diminution occurs in the duties, responsibilities or authorities of Executive as Executive Vice President and Chief Financial Officer President, Sales/Supply Chain of the Company that is not cured within 15 days after written notice of the same is received by the Company; (iii) the failure to pay compensation required hereunder and such failure is not cured within 15 days after written notice of the same is received by the Company; (iv) any change in the reporting structure so that Executive reports to someone other than the Executive Vice President and Chief Executive Officer, President or Chief Operating Officer; (v) following a Change in Control (as defined in Section 6.1 hereof), the principal executive offices of the Company are moved to a location more than fifty (50) miles from its location immediately prior to the Change in Control; (vi) any decrease in Executive’s Base Salary or Target Bonus opportunity, other than a Permitted Decrease in Executive’s Target Bonus opportunity, or failure to use its best efforts to make the 2007 GrantBonus; or (vii) any material breach by the Company, or any of its affiliates, of any material obligation to Executive under this Agreement. Notwithstanding Anything herein to the abovecontrary notwithstanding, Good Reason Executive shall not exist terminate for “Good Reason” within the meaning of clauses (i), (iv), (v), (vi) or (vii), unless the Executive has notified the Board of the actions or failures to act giving rise to Good Reason, and such actions or failures, if capable of being cured, shall not have been cured by the Company within 60 days of the receipt of such notice.

Termination by Executive with or without Good Reason. Executive may terminate his employment hereunder at any time, with or without Good Reason; provided that any termination by Executive of his employment under this Agreement for Good Reason shall not be effective unless Executive has provided notice to the Company of the event giving rise to Good Reason no later than 90 days after the date the event occurs or, if later, the date Executive learns (or should have learned) of such event. Each of the following will constitute Good Reason for purposes of this Agreement, unless otherwise agreed to in writing by Executive: (i) Foamex International Inc. sells, leases or otherwise transfers all or substantially all of its assets and that of its subsidiaries (including, without limitation, Foamex L.P.) to an entity which has not, as of the date of such transaction, either assumed the Company’s obligations under this Agreement or entered into a new employment contract which is mutually satisfactory to Executive and such entity; (ii) a material diminution occurs in the duties, responsibilities or authorities of Executive as Executive Vice President and Chief Financial Officer President, Automotive Products of the Company that is not cured within 15 days after written notice of the same is received by the Company; (iii) the failure to pay compensation required hereunder and such failure is not cured within 15 days after written notice of the same is received by the Company; (iv) any change in the reporting structure so that Executive reports to someone other than the Executive Vice President and Chief Executive OfficerOfficer or his designee; (v) following a Change in Control (as defined in Section 6.1 hereof), the principal executive offices of the Company are moved to a location more than fifty (50) miles from its location immediately prior to the Change in Control; (vi) any decrease in Executive’s Base Salary or Target Bonus opportunity, other than a Permitted Decrease in Executive’s Target Bonus opportunity, or failure to use its best efforts to make the 2007 Grant; or (vii) any material breach by the Company, or any of its affiliates, of any material obligation to Executive under this Agreement. Notwithstanding the above, Good Reason shall not exist unless the Executive has notified the Board of the actions or failures to act giving rise to Good Reason, and such actions or failures, if capable of being cured, shall not have been cured by the Company within 60 days of the receipt of such notice, it being understood that if the Company makes the 2007 Grant at the fair market value at the time of grant within the 60 day cure period, Good Reason shall not exist.

Termination by Executive with or without Good Reason. Executive may terminate his employment hereunder at any time, with or without Good Reason; provided that any termination by Executive of his employment under this Agreement for Good Reason shall not be effective unless Executive has provided notice to the Company of the event giving rise to Good Reason no later than 90 days after the date the event occurs or, if later, the date Executive learns (or should have learned) of such event. Each of the following will constitute Good Reason for purposes of this Agreement, unless otherwise agreed to in writing by Executive: (i) Foamex International Inc. sells, leases or otherwise transfers all or substantially all of its assets and that of its subsidiaries (including, without limitation, Foamex L.P.) to an entity which has not, as of the date of such transaction, either assumed the Company’s obligations under this Agreement or entered into a new employment contract which is mutually satisfactory to Executive and such entity; (ii) a material diminution occurs in the duties, responsibilities or authorities of Executive as Executive Vice President and Chief Financial Officer President, Foam & Technical Products of the Company that is not cured within 15 days after written notice of the same is received by the Company; (iii) the failure to pay compensation required hereunder and such failure is not cured within 15 days after written notice of the same is received by the Company; (iv) any change in the reporting structure so that Executive reports to someone other than the Executive Vice President and Chief Executive OfficerOfficer or his designee; (v) following a Change in Control (as defined in Section 6.1 hereof), the principal executive offices of the Company are moved to a location more than fifty (50) miles from its location immediately prior to the Change in Control; (vi) any decrease in Executive’s Base Salary or Target Bonus opportunity, other than a Permitted Decrease in Executive’s Target Bonus opportunity, or failure to use its best efforts to make the 2007 Grant; or (vii) any material breach by the Company, or any of its affiliates, of any material obligation to Executive under this Agreement. Notwithstanding the above, Good Reason shall not exist unless the Executive has notified the Board of the actions or failures to act giving rise to Good Reason, and such actions or failures, if capable of being cured, shall not have been cured by the Company within 60 days of the receipt of such notice, it being understood that if the Company makes the 2007 Grant at the fair market value at the time of grant within the 60 day cure period, Good Reason shall not exist.

Termination by Executive with or without Good Reason. Executive may terminate his employment hereunder at any time, with or without Good Reason; provided that any termination by Executive of his employment under this Agreement for Good Reason shall not be effective unless Executive has provided notice to the Company of the event giving rise to Good Reason no later than 90 days after the date the event occurs or, if later, the date Executive learns (or should have learned) of such event. Each of the following will constitute Good Reason for purposes of this Agreement, unless otherwise agreed to in writing by Executive: (i) Foamex International Inc. sells, leases or otherwise transfers all or substantially all of its assets and that of its subsidiaries (including, without limitation, Foamex L.P.) to an entity which has not, as of the date of such transaction, either assumed the Company’s obligations under this Agreement or entered into a new employment contract which is mutually satisfactory to Executive and such entity; (ii) a material diminution occurs in the duties, responsibilities or authorities of Executive as Executive Vice President and Chief Financial Officer of the Company that is not cured within 15 days after written notice of the same is received by the Company; (iii) the failure to pay compensation required hereunder and such failure is not cured within 15 days after written notice of the same is received by the Company; (iv) any change in the reporting structure so that Executive reports to someone other than the Executive Vice President and Chief Executive Officer; (v) failure to appoint or elect (or re-elect) Executive as a member of the Board or removal of Executive from his position on the Board; (vi) following a Change in Control (as defined in Section 6.1 hereof), the principal executive offices of the Company are moved to a location more than fifty (50) miles from its location immediately prior to the Change in Control; (vivii) any decrease in Executive’s Base Salary or Target Bonus opportunity, other than a Permitted Decrease in Executive’s Target Bonus opportunity, or failure to use its best efforts to make the 2007 Grant; or (viiviii) any material breach by the Company, or any of its affiliates, of any material obligation to Executive under this Agreement. Notwithstanding the above, Good Reason shall not exist unless the Executive has notified the Board of the actions or failures to act giving rise to Good Reason, and such actions or failures, if capable of being cured, shall not have been cured by the Company within 60 days of the receipt of such notice, it being understood that if the Company makes the 2007 Grant at the fair market value at the time of grant within the 60 day cure period, Good Reason shall not exist.

Termination by Executive with or without Good Reason. Executive may terminate his employment hereunder with the Company at any time, with or without Good Reason; provided provided, however, that any termination by Executive of his employment under this Agreement for Good Reason shall not be effective unless Executive has provided notice to the Company of the event giving rise to Good Reason no later than 90 ninety (90) days after the date the event occurs or, if later, the date Executive learns (or should have learned) of such event. Each of the following will constitute Good Reason for For purposes of this Agreement, each of the following shall constitute “Good Reason” unless otherwise agreed to in writing by Executive: (i) Foamex International Inc. the Company sells, leases or otherwise transfers all or substantially all of its assets and that of its subsidiaries (including, without limitation, Foamex L.P.) to an entity which has not, as of the date of such transaction, either assumed the Company’s obligations under this Agreement or entered into a new employment contract which is mutually satisfactory to Executive and such entity; (ii) a material diminution occurs in the duties, responsibilities or authorities of Executive as Chief Executive Vice President and Chief Financial Officer of the Company that is not cured within 15 thirty (30) days after written notice of the same is received by the Company; (iii) the Company’s failure to pay compensation to Executive as required hereunder and such failure is not cured within 15 thirty (30) days after written notice of the same is received by the Company; (iv) any change in the reporting structure so that Executive reports to someone other than the Executive Vice President and Chief Executive OfficerBoard; (v) following failure to appoint or elect (or re-elect) Executive as a Change in Control member of the Board or the removal of Executive as a member of the Board; (as defined in Section 6.1 hereof), vi) the principal executive offices of the Company are moved to a location more than fifty twenty-five (5025) miles from its location immediately prior to the Change New Headquarters, unless Executive approves such relocation in Controlwriting; (vivii) any decrease in Executive’s Base Salary or Target Bonus opportunitySalary, other than a Permitted Decrease unless Executive approves such decrease in Executive’s Target Bonus opportunity, or failure to use its best efforts to make the 2007 Grantwriting; or (viiviii) any material breach by the Company, or any of its affiliates, Company of any material obligation to Executive under this Agreement. Notwithstanding the above, Good Reason shall not exist unless the Executive has notified the Board of the actions or failures to act giving rise to Good Reason, and such actions or failures, if capable of being cured, shall not have been cured by the Company within 60 thirty (30) days of the receipt of such notice.