Common use of Termination by Officer for Good Reason Clause in Contracts

Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for “Good Reason” upon the occurrence of any of the following: (i) a change by Employer in Officer’s title, duties and responsibilities which is materially inconsistent with Officer’s position in Employer, (ii) a material reduction in Officer’s annual base salary or annual bonus opportunity, provided that any reduction of up to ten percent (10%) of Officer’s salary or bonus opportunity that is part of a plan to reduce compensation of comparably situated employees of Employer generally shall not be considered a “material reduction in Officer’s annual base salary or annual bonus opportunity” hereunder, (iii) a material breach by Employer of this Agreement, or (iv) the relocation of the Officer’s principal place of work from its current location to a location that is beyond a 50-mile radius of such current location. Notwithstanding anything to the contrary in the foregoing, Officer shall only have Good Reason to terminate employment if Officer gives notice, in writing, to the Employer of the act or omission which is alleged to constitute Good Reason within 90 days of the initial occurrence thereof, and Employer fails to remedy such act or omission within thirty (30) days following Employer’s receipt of written notice from Officer specifying such act or omission. If Officer terminates this Agreement for Good Reason, subject to Officer signing the Separation Agreement and Release, and the Separation Agreement and Release becoming irrevocable, all within 60 days after the date of Officer’s Separation from Service, Employer shall:

Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for “Good Reasongood reason” upon the occurrence of any of the following: (i) a change by Employer in Officer’s title, duties and responsibilities which is materially inconsistent with Officer’s position in Employer, (ii) a material reduction in Officer’s annual base salary or annual bonus opportunity, provided that any reduction of up to ten percent (10%) of Officer’s salary or bonus opportunity that is part of a plan to reduce compensation of comparably situated employees of Employer generally shall not be considered a “material reduction in Officer’s annual base salary or annual bonus opportunity” hereunder, (iii) a material breach by Employer of this Agreement, or (iv) the relocation of the Officer’s principal place of work from its current location to a location that is beyond a 50-mile radius of such current location. Notwithstanding anything to the contrary in the foregoing, (A) Officer shall only have “Good Reason Reason” to terminate employment if Officer gives notice, in writing, to the Employer of the act or omission which is alleged to constitute “Good Reason Reason” within 90 days of the initial occurrence thereof, and Employer fails to remedy such act or omission within thirty (30) days following Employer’s receipt of written notice from Officer specifying such act or omissionomission and (B) for the avoidance of doubt, Officer’s resignation of his position as Chief Executive Officer of Employer and assumption of the position of Executive Chair of the Board as of the Effective Date shall not constitute “good reason” for purposes of this Agreement or any other agreement between Officer, on the one hand, and Employer or any of its affiliates, on the other hand. If Officer terminates this Agreement for Good Reason“good reason”, subject to Officer signing the Separation Agreement and Release, and the Separation Agreement and Release becoming irrevocable, all within 60 days after the date of Officer’s Separation from Service, Employer shall:

Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for “Good Reason” upon the occurrence of any of the following: (i) a change by Employer in Officer’s title, duties and responsibilities which is materially inconsistent with Officer’s position in Employer, (ii) a material reduction in Officer’s annual base salary or annual bonus opportunity, provided that any reduction of up to ten percent (10%) of Officer’s salary or bonus opportunity that is part of a plan to reduce compensation of comparably situated employees of Employer generally shall not be considered a “material reduction in Officer’s annual base salary or annual bonus opportunity” hereunder, (iii) a material breach by Employer of this Agreement, or (iv) the relocation of the Officer’s principal place of work from its current location to a location that is beyond a 50-mile radius of such current location. Notwithstanding anything to the contrary in the foregoing, Officer shall only have Good Reason to terminate employment if Officer gives notice, in writing, to the Employer of the act or omission which is alleged to constitute Good Reason within 90 days of the initial occurrence thereof, and Employer fails to remedy such act or omission within thirty (30) days following Employer’s receipt of written notice from Officer specifying such act or omission. If Officer terminates this Agreement for Good Reason, subject to Officer signing the Separation Agreement and Release, and the Separation Agreement and Release becoming irrevocable, all within 60 days after the date of Officer’s Separation from Service, Employer shall:

Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for “Good Reasongood reason” upon the occurrence of any of the following: (i) a change by Employer in Officer’s title, duties and responsibilities which is materially inconsistent with Officer’s position in Employer, (ii) a material reduction in Officer’s annual base salary or annual bonus opportunity, provided that any reduction of up to ten percent (10%) of Officer’s salary or bonus opportunity (in effect on June 29, 2006) that is part of a plan to reduce compensation of comparably situated employees of Employer generally shall not be considered a “material reduction in Officer’s annual base salary or annual bonus opportunity” hereunder, (iii) a material breach by Employer of this Agreement, or (iv) the relocation of the Officer’s principal place of work from its current location to a location that is beyond a 50-mile radius of such current location. Notwithstanding anything to the contrary in the foregoing, Officer shall only have “Good Reason Reason” to terminate employment if Officer gives notice, in writing, to the Employer of the act or omission which is alleged to constitute “Good Reason Reason” within 90 days of the initial occurrence thereof, and Employer fails to remedy such act or omission within thirty (30) days following Employer’s receipt of written notice from Officer specifying such act or omission. If Officer terminates this Agreement for Good Reason, subject to Officer signing the Separation Agreement and Release, and the Separation Agreement and Release becoming irrevocable, all within 60 days after the date of Officer’s Separation from Service“good reason”, Employer shall:

Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for “Good Reasongood reason” upon the occurrence of any of the following: (i) a change by Employer in Officer’s title, duties and responsibilities which is materially inconsistent with Officer’s position in Employer, (ii) a material reduction in Officer’s annual base salary or annual bonus opportunity, provided that any reduction of up to ten percent (10%) of Officer’s salary or bonus opportunity (in effect on June 29, 2006) that is part of a plan to reduce compensation of comparably situated employees of Employer generally shall not be considered a “material reduction in Officer’s annual base salary or annual bonus opportunity” hereunder, (iii) a material breach by Employer of this Agreement, or (iv) the relocation of the Officer’s principal place of work from its current location to a location that is beyond a 50-mile radius of such current location. Notwithstanding anything to the contrary in the foregoing, (A) Officer shall only have “Good Reason Reason” to terminate employment if Officer gives notice, in writing, to the Employer of the act or omission which is alleged to constitute “Good Reason Reason” within 90 days of the initial occurrence thereof, and Employer fails to remedy such act or omission within thirty (30) days following Employer’s receipt of written notice from Officer specifying such act or omissionomission and (B) for the avoidance of doubt, Officer’s resignation of his position as Chief Executive Officer of Employer and assumption of the position of Executive Chair of the Board as of the Effective Date shall not constitute “good reason” for purposes of this Agreement or any other agreement between Officer, on the one hand, and Employer or any of its affiliates, on the other hand. If Officer terminates this Agreement for Good Reason, subject to Officer signing the Separation Agreement and Release, and the Separation Agreement and Release becoming irrevocable, all within 60 days after the date of Officer’s Separation from Service“good reason”, Employer shall: