Common use of Termination by the Executive With Good Reason Clause in Contracts

Termination by the Executive With Good Reason. The termination of the Executive’s employment with the Company by the Executive with Good Reason. Good Reason shall exist if the Company, without the Executive’s consent: (a) substantially reduces the overall importance of the Executive’s then current role, as determined by balancing any increase or decrease in the scope of the Executive’s management responsibilities against any increase or decrease in the relative sizes of the businesses, activities or functions (or portions thereof) for which the Executive has responsibility; provided, however, that none of (i) a change in the Executive’s title, (ii) a change in the hierarchy, (iii) a change in the Executive’s responsibilities from line to staff or vice versa, and (iv) placing the Executive on temporary leave pending an inquiry into whether the Executive has engaged in conduct that could constitute “Cause” under this Agreement, either individually or in the aggregate, shall be considered Good Reason; (b) reduces the Executive’s Annual Base Salary, unless a similar reduction is made for other senior executives of the Company in response to market conditions, (c) substantially reduces the aggregate benefits (on a cost basis) to which the Executive is entitled on the Effective Date, unless a similar reduction is made for other senior executive employees of the Company, (d) commits a breach of this Agreement which is not remedied by the Company within thirty (30) days of receiving written notice from the Executive of such breach, (e) requires the Executive to relocate more than twenty-five (25) miles from the Executive’s principal place of employment as of the Effective Date, (f) following a Change in Control, requires the Executive to travel on Company business, without his consent, at least 50% more, on average, than during the 12 months immediately preceding the Change in Control, or (g) any successor or assignee of the Company fails to assume and perform the Company’s obligations under this Agreement. Executive will be entitled to receive Severance Payments under Section 5(b)(i) of this Agreement on account of his voluntary termination under this Section 4(b)(ii) only if such voluntary termination with Good Reason occurs within six months after an event described in this Section 4(b)(ii), or within six months after the last in a series of such events.

Termination by the Executive With Good Reason. The termination of the Executive’s employment with the Company by the Executive with Good Reason. Good Reason shall exist if the Company, without the Executive’s consent: (a) substantially reduces the overall importance of the Executive’s then current role, as determined by balancing any increase or decrease in the scope of the Executive’s management responsibilities against any increase or decrease in the relative sizes of the businesses, activities or functions (or portions thereof) for which the Executive has responsibility; provided, however, that none of (i) a change in the Executive’s title, (ii) a change in the hierarchy, (iii) a change in the Executive’s responsibilities from line to staff or vice versa, and (iv) placing the Executive on temporary leave pending an inquiry into whether the Executive has engaged in conduct that could constitute “Cause” under this Agreement, either individually or in the aggregate, shall be considered Good Reason; (b) reduces the Executive’s Annual Base Salary, unless a similar reduction is made for other senior executives of the Company in response to market conditions, (c) substantially reduces the aggregate benefits (on a cost basis) to which the Executive is entitled on the Effective Date, unless a similar reduction is made for other senior executive employees of the Company, (d) commits a breach of this Agreement which is not remedied by the Company within thirty (30) days of receiving written notice from the Executive of such breach, (e) requires the Executive to relocate more than twenty-five (25) miles from the Executive’s principal place of employment as of the Effective Date, (f) following a Change in Control, requires the Executive to travel on Company business, without his consent, at least 50% more, on average, than during the 12 months immediately preceding the Change in Control, or (g) any successor or assignee of the Company fails to assume and perform the Company’s obligations under this Agreement. Executive will be entitled to receive Severance Payments under Section 5(b)(i4(b)(i) of this Agreement on account of his voluntary termination under this Section 4(b)(ii3(b)(ii) only if such voluntary termination with Good Reason occurs within six months after an event described in this Section 4(b)(ii3(b)(ii), or within six months after the last in a series of such events.

Termination by the Executive With Good Reason. The termination of the Executive’s employment with the Company by the Executive with Good Reason. Good Reason shall exist if the Company, without the Executive’s consent: (a) substantially reduces the overall importance of the Executive’s then current role, as determined by balancing any increase or decrease in the scope of the Executive’s management responsibilities against any increase or decrease in the relative sizes of the businesses, activities or functions (or portions thereof) for which the Executive has responsibility; provided, however, that none of (i) a change in the Executive’s title, (ii) a change in the hierarchy, (iii) a change in the Executive’s responsibilities from line to staff or vice versa, and (iv) placing the Executive on temporary leave pending an inquiry into whether the Executive has engaged in conduct that could constitute “Cause” under this Agreement, either individually or in the aggregate, shall be considered Good Reason; (b) reduces the Executive’s Annual Base Salary, unless a similar reduction is made for other senior executives of the Company in response to market conditions, (c) substantially reduces the aggregate benefits (on a cost basis) to which the Executive is entitled on the Effective Date, unless a similar reduction is made for other senior executive employees of the Company, (d) commits a breach of this Agreement which is not remedied by the Company within thirty (30) days of receiving written notice from the Executive of such breach, (e) requires the Executive to relocate more than twenty-five (25) miles from the Executive’s principal place of employment as of the Effective Date, (f) following a Change in Control, requires the Executive to travel on Company business, without his consent, at least 50% more, on average, than during the 12 months immediately preceding the Change in Control, or (g) any successor or assignee of the Company fails to assume and perform the Company’s obligations under this Agreement. Executive will be entitled to receive Severance Payments under Section 5(b)(i) of this Agreement on account of his voluntary termination under this Section 4(b)(ii) only if such voluntary termination with Good Reason occurs within six three months after an event described in this Section 4(b)(ii), or within six three months after the last in a series of such events.

Termination by the Executive With Good Reason. The termination of the Executive’s employment with the Company by the Executive with Good Reason. Good Reason shall exist if the Company, without the Executive’s consent: (a) substantially reduces the overall importance of the Executive’s then current role, as determined by balancing any increase or decrease in the scope of the Executive’s management responsibilities against any increase or decrease in the relative sizes of the businesses, activities or functions (or portions thereof) for which the Executive has responsibility; provided, however, that none of (i) a change in the Executive’s title, (ii) a change in the hierarchy, (iii) a change in the Executive’s responsibilities from line to staff or vice versa, and (iv) placing the Executive on temporary leave pending an inquiry into whether the Executive has engaged in conduct that could constitute “Cause” under this Agreement, either individually or in the aggregate, shall be considered Good Reason; (b) reduces the Executive’s Annual Base Salary, unless a similar reduction is made for other senior executives of the Company in response to market conditions, (c) substantially reduces the aggregate benefits (on a cost basis) to which the Executive is entitled on the Effective Date, unless a similar reduction is made for other senior executive employees of the Company, (d) commits a breach of this Agreement which is not remedied by the Company within thirty (30) days of receiving written notice from the Executive of such breach, (e) requires the Executive to relocate more than twenty-five (25) miles from the Executive’s principal place of employment as of the Effective Date, (f) following a Change in Control, requires the Executive to travel on Company business, without his her consent, at least 50% more, on average, than during the 12 months immediately preceding the Change in Control, or (g) any successor or assignee of the Company fails to assume and perform the Company’s obligations under this Agreement. Executive will be entitled to receive Severance Payments under Section 5(b)(i) of this Agreement on account of his her voluntary termination under this Section 4(b)(ii) only if such voluntary termination with Good Reason occurs within six months after an event described in this Section 4(b)(ii), or within six months after the last in a series of such events.