Common use of Termination By Principal for Good Reason Clause in Contracts

Termination By Principal for Good Reason. Principal's employment pursuant to this Agreement shall terminate prior to the expiration of the Term or following a Change in Control in the event Principal shall determine that there is "Good Reason" to terminate his employment, which shall mean the following: (a) Employer's material breach of the terms of this Agreement or any other written agreement between Principal and Employer; (b) the assignment to Principal of any duties that are substantially inconsistent with or materially diminish Principal's position prior to execution of this Agreement or prior to a Change in Control; (c) a material reduction of Principal's salary, or material adverse modifications to the stock option awarded to Principal under Section 3.3, above, or to the Stock Plan (or any similar stock option plan), or a material reduction in the Principal's total compensation hereunder; or (d) a requirement that the Principal be based at any office or location more than 50 miles from Principal's primary work location prior to the Effective Date of this Agreement or prior to a Change in Control. Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction or requirement under Subsections (i), (ii), (iii) and (iv), above, after Principal provides Employer written notice of the actions or omissions constituting such breach, assignment, reduction or requirement. If Principal resigns his employment for Good Reason, or Employer terminates Principal's employment under this Agreement without cause, or Principal voluntary terminates his employment under this Agreement for any reason (other than for Good Reason), then Principal shall be paid (i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer's then current policy on business expenses. In addition, Principal shall receive in cash as severance pay an amount equal to Principal's annual salary on the termination date, computed on a monthly basis, multiplied by thirty-six (36) months. Principal shall only be entitled to such severance pay if both Employer and Principal sign (and then Principal does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Principal's employment and the termination thereof, and shall not require Principal to release claims relating to vested Principal benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholder of CanOnline Global Media, Inc. (USA) or any of its affiliates or subsidiaries. Any severance payments made under this Section 10 shall be paid to Employee in one lump sum payment within thirty (30) days after termination or resignation. In addition, Employer shall: (a) make a cash payment to the Principal of an amount equal to the total amount of the Sales Benefit for the then current year multiplied by three (3) years in one lump sum payment within thirty (30) days after determination of the amount of the Sales Benefit; (b) cause all stock options of the Principal, whether unvested or unexercised to be automatically and immediately vested by the Employer for the benefit of Principal, and all unexercised options will be exercised for the benefit of Principal at the sole cost of the Employer at the price set for those options; and (c) cause all of Principal's rights to any other unvested benefits and any other compensation or payments to be automatically and immediately vested by the Employer for the benefit of Principal.

Termination By Principal for Good Reason. Principal's employment pursuant to this Agreement shall terminate prior to the expiration of the Term or following a Change in Control in the event Principal shall determine that there is "Good Reason" to terminate his employment, which shall mean the following: (a) Employer's material breach of the terms of this Agreement or any other written agreement between Principal and Employer; (b) the assignment to Principal of any duties that are substantially inconsistent with or materially diminish Principal's position prior to execution of this Agreement or prior to a Change in Control; (c) a material reduction of Principal's salary, or material adverse modifications to the stock option awarded to Principal under Section 3.3, above, or to the Stock Plan (or any similar stock option plan), or a material reduction in the Principal's total compensation hereunder; or (d) a requirement that the Principal be based at any office or location more than 50 miles from Principal's primary work location prior to the Effective Date of this Agreement or prior to a Change in Control. Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction or requirement under Subsections (i), (ii), (iii) and (iv), above, after Principal provides Employer written notice of the actions or omissions constituting such breach, assignment, reduction or requirement. If Principal resigns his employment for Good Reason, or Employer terminates Principal's employment under this Agreement without cause, or Principal voluntary terminates his employment under this Agreement for any reason (other than for Good Reason), then Principal shall be paid (i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer's then current policy on business expenses. In addition, Principal shall receive in cash as severance pay an amount equal to Principal's annual salary on the termination date, computed on a monthly basis, multiplied by thirty-six (36) months. Principal shall only be entitled to such severance pay if both Employer and Principal sign (and then Principal does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Principal's employment and the termination thereof, and shall not require Principal to release claims relating to vested Principal benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholder of CanOnline Global Media, Inc. (USA) or any of its affiliates or subsidiaries. Any severance payments made under this Section 10 shall be paid to Employee in one lump sum payment within thirty (30) days after termination or resignation. In addition, Employer shall: (a) a. make a cash payment to the Principal of an amount equal to the total amount of the Sales Benefit for the then current year multiplied by three (3) years in one lump sum payment within thirty (30) days after determination of the amount of the Sales Benefit; (b) b. cause all stock options of the Principal, whether unvested or unexercised to be automatically and immediately vested by the Employer for the benefit of Principal, and all unexercised options will be exercised for the benefit of Principal at the sole cost of the Employer at the price set for those options; and (c) c. cause all of Principal's rights to any other unvested benefits and any other compensation or payments to be automatically and immediately vested by the Employer for the benefit of Principal.

Termination By Principal for Good Reason. Principal's employment pursuant to this Agreement shall terminate prior to the expiration of the Term or following a Change in Control in the event Principal shall determine that there is "Good Reason" to terminate his employment, which shall mean the following: (a) Employer's material breach of the terms of this Agreement or any other written agreement between Principal and Employer; (b) the assignment to Principal of any duties that are substantially inconsistent with or materially diminish Principal's position prior to execution of this Agreement or prior to a Change in Control; (c) a material reduction of Principal's salary, or material adverse modifications to the stock option awarded to Principal under Section 3.3, above, or to the Stock Plan (or any similar stock option plan), or a material reduction in the Principal's total compensation hereunder; or (d) a requirement that the Principal be based at any office or location more than 50 miles from Principal's primary work location prior to the Effective Date of this Agreement or prior to a Change in Control. Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction or requirement under Subsections (i), (ii), (iii) and (iv), above, after Principal provides Employer written notice of the actions or omissions constituting such breach, assignment, reduction or requirement. If Principal resigns his employment for Good Reason, or Employer terminates Principal's employment under this Agreement without cause, or Principal voluntary terminates his employment under this Agreement for any reason (other than for Good Reason), then Principal shall be paid (i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer's then current policy on business expenses. In addition, Principal shall receive in cash as severance pay an amount equal to Principal's annual salary on the termination date, computed on a monthly basis, multiplied by thirty-six (36) months. Principal shall only be entitled to such severance pay if both Employer and Principal sign (and then Principal does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Principal's employment and the termination thereof, and shall not require Principal to release claims relating to vested Principal benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholder of CanOnline Global Media, Inc. (USA) or any of its affiliates or subsidiaries. Any severance payments made under this Section 10 shall be paid to Employee in one lump sum payment within thirty (30) days after termination or resignation. In addition, Employer shall: (a) : make a cash payment to the Principal of an amount equal to the total amount of the Sales Benefit for the then current year multiplied by three (3) years in one lump sum payment within thirty (30) days after determination of the amount of the Sales Benefit; (ba) cause all stock options of the Principal, whether unvested or unexercised to be automatically and immediately vested by the Employer for the benefit of Principal, and all unexercised options will be exercised for the benefit of Principal at the sole cost of the Employer at the price set for those options; and (cb) cause all of Principal's rights to any other unvested benefits and any other compensation or payments to be automatically and immediately vested by the Employer for the benefit of Principal.

Termination By Principal for Good Reason. Principal's employment pursuant to this Agreement shall terminate prior to the expiration of the Term or following a Change in Control in the event Principal shall determine that there is "Good Reason" to terminate his employment, which shall mean the following: (a) Employer's material breach of the terms of this Agreement or any other written agreement between Principal and Employer; (b) the assignment to Principal of any duties that are substantially inconsistent with or materially diminish Principal's position prior to execution of this Agreement or prior to a Change in Control; (c) a material reduction of Principal's salary, or material adverse modifications to the stock option awarded to Principal under Section 3.3, above, or to the Stock Plan (or any similar stock option plan), or a material reduction in the Principal's total compensation hereunder; or (d) a requirement that the Principal be based at any office or location more than 50 miles from Principal's primary work location prior to the Effective Date of this Agreement or prior to a Change in Control. Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction or requirement under Subsections (i), (ii), (iii) and (iv), above, after Principal provides Employer written notice of the actions or omissions constituting such breach, assignment, reduction or requirement. If Principal resigns his employment for Good Reason, or Employer terminates Principal's employment under this Agreement without cause, or Principal voluntary terminates his employment under this Agreement for any reason (other than for Good Reason), then Principal shall be paid (i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer's then current policy on business expenses. In addition, Principal shall receive in cash as severance pay an amount equal to Principal's annual salary on the termination date, computed on a monthly basis, multiplied by thirty-six (36) months. Principal shall only be entitled to such severance pay if both Employer and Principal sign (and then Principal does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Principal's employment and the termination thereof, and shall not require Principal to release claims relating to vested Principal benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholder of CanOnline Global Media, Inc. (USA) or any of its affiliates or subsidiaries. Any severance payments made under this Section 10 shall be paid to Employee Principal in one lump sum payment within thirty (30) days after termination or resignation. In addition, Employer shall: (a) make a cash payment to the Principal of an amount equal to the total amount of the Sales Benefit for the then current year multiplied by three (3) years in one lump sum payment within thirty (30) days after determination of the amount of the Sales Benefit; (b) cause all stock options of the Principal, whether unvested or unexercised to be automatically and immediately vested by the Employer for the benefit of Principal, and all unexercised options will be exercised for the benefit of Principal at the sole cost of the Employer at the price set for those options; and (c) cause all of Principal's rights to any other unvested benefits and any other compensation or payments to be automatically and immediately vested by the Employer for the benefit of Principal.