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

Termination by You for Good Reason. (1) You may terminate your employment under the following circumstances and such termination shall be considered “for Good Reason”: (A) Any material and adverse change in your title, position or duties with the Firm (including by reason of removal or failure to be elected or re-elected as a director, other than as stipulated in the last sentence of Section 3 hereof). (B) Any failure by TWPG Inc. to provide you with authority, responsibilities and reporting relationship as provided in Section 1 or any material and adverse reduction in your authority, responsibilities or reporting relationship, in each case other than any isolated, insubstantial and inadvertent failure by TWPG Inc. that is not in bad faith and is cured promptly on your giving notice to TWPG Inc. (C) The Firm moving its principal executive offices outside the San Francisco, California metropolitan area. (D) A material breach by the Firm of any of its obligations to you under this Agreement. (E) Any purported termination by TWPG Inc. of your employment that is in breach of this Agreement. (F) Any failure by TWPG Inc. to maintain a bonus plan and/or equity incentive plan (and/or equivalent corporate compensation policies) which when taken together are substantially comparable to the plans described in Sections 5(b) and (c) above; provided that, any reasonable period during which such a plan or policy is not maintained and during which TWPG Inc. is in good faith seeking board of directors or stockholder approval of the renewal or replacement of any such plan or policy shall, during such reasonable period, not be deemed a failure by TWPG Inc. to maintain such a plan or policy. (2) To terminate your employment “for Good Reason”, Good Reason must have occurred and you must comply with Section 8(e). However, (A) if you do not give a Termination Notice within 90 days after you have knowledge that an event constituting Good Reason has occurred, the event will no longer constitute Good Reason and (B) you must give the Firm a 30-day period to cure after notice of the first event constituting Good Reason under Section 8(c).

Termination by You for Good Reason. (1) You Upon the occurrence of a “Good Reason” event, you may terminate your employment under pursuant to this Agreement by providing a notice of termination for Good Reason to Tyson within no more than sixty (60) days of the Good Reason event and providing Tyson thirty (30) days following circumstances and receipt of such termination shall be considered “notice to cure the Good Reason event. If Tyson cures the Good Reason event within such thirty (30) day period, you may not terminate your employment for Good Reason”: , but you may voluntarily resign pursuant to Section 3(d) below. If Tyson fails to cure the Good Reason event within such thirty (A30) Any material and adverse change in day period, your titletermination of employment will be effective under this Section 3(c). For purposes of the Agreement, you will be treated as having terminated for “Good Reason” if you terminate employment after the occurrence of any one or more of the following: (i) your having been removed either from the position of Chairman of the Board or duties with the Firm your position as an executive officer; (including by reason of removal or failure ii) your being required to be elected or re-elected as a director, report to anyone other than as stipulated in the last sentence of Section 3 hereof). entire Board; (Biii) Any failure by TWPG Inc. to provide you with authority, responsibilities and reporting relationship as provided in Section 1 or any material and adverse a reduction in your authoritybase salary or your eligibility for any bonus or other compensation (unless such reduction in eligibility for other compensation is attributable to a change in the underlying plan benefits, which change applies uniformly and prospectively to all other comparable executive officers of Tyson), resulting in a material diminution in your base salary or eligible bonus or other compensation; (iv) a material change in the geographic location at which you must perform your primary duties from Springdale, Arkansas; (v) a material diminution in your duties, authority or responsibilities as described under this Agreement without your consent; or reporting relationship, in each case other than any isolated, insubstantial and inadvertent failure by TWPG Inc. that is not in bad faith and is cured promptly on your giving notice to TWPG Inc. (Cvi) The Firm moving its principal executive offices outside the San Francisco, California metropolitan area. (D) A a material breach by Tyson of the Firm of any of its obligations to you under this Agreement. (E) Any purported termination by TWPG Inc. of your employment that is in breach material terms of this Agreement. (F) Any failure by TWPG Inc. to maintain a bonus plan and/or equity incentive plan (and/or equivalent corporate compensation policies) which when taken together are substantially comparable to the plans described in Sections 5(b) and (c) above; provided that, any reasonable period during which such a plan or policy is not maintained and during which TWPG Inc. is in good faith seeking board of directors or stockholder approval of the renewal or replacement of any such plan or policy shall, during such reasonable period, not be deemed a failure by TWPG Inc. to maintain such a plan or policy. (2) To terminate your employment “for Good Reason”, Good Reason must have occurred and you must comply with Section 8(e). However, (A) if you do not give a Termination Notice within 90 days after you have knowledge that an event constituting Good Reason has occurred, the event will no longer constitute Good Reason and (B) you must give the Firm a 30-day period to cure after notice of the first event constituting Good Reason under Section 8(c).