Common use of Termination by the Employee with Good Reason Clause in Contracts

Termination by the Employee with Good Reason. At the election of the Employee upon Good Reason or otherwise, upon five business days' prior written notice of termination employee may terminate this Agreement. For purposes of this Agreement, "Good Reason" for termination shall be deemed to exist solely if the Employee terminates employment within one year after the occurrence of any of the following without the explicit written consent of the Employee: (a) diminution of title, responsibilities, authority or duties; (b) a failure to be elected to or removal from the Board; (c) a change in work location beyond a 50 mile radius from the Employee's current location of employment (it being understood that foreign business travel shall not constitute a "change in work location" for these purposes unless it averages more than one calendar week per month outside North America), (d) the failure of the Company to obtain and deliver to the Employee a satisfactory written agreement from any successor to the Company to assume and agree to perform this Agreement, or (e) any breach of this Agreement or any other material breach of this Agreement by the Company.