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

Termination for Good Reason by Executive. By following the procedure set forth in paragraph 4(d), Executive shall have the right to terminate his employment with the Company for “Good Reason” in the event there is: (i) any material diminution in the scope of Executive’s authority and responsibility, including, without limitation, as a result of a reallocation of Executive’s job duties, (provided, however, in the event of any illness or injury which disables Executive from performing his duties, the Company may reassign Executive’s duties to one or more other employees until Executive is able to perform such duties); (ii) a material diminution in Executive’s base compensation (salary, bonus opportunity, benefits or perquisites); (iii) a material change in geographic location at which Executive must perform the services; (iv) Executive is required to report to a supervisor other than the Company’s CEO; or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement. If the employment of Executive is terminated by him for Good Reason prior to a Change of Control and subject to Executive having executed and delivered to the Company a general release in the Company’s customary form, Executive shall be entitled to a lump sum amount equal to two times Base Salary (as set forth in paragraph 3) payable within thirty (30) days after the date of termination. If the employment of Executive is terminated by him for Good Reason upon or after a Change of Control and subject to Executive having executed and delivered to the Company a general release in the Company’s customary form, Executive shall be entitled to a lump sum amount equal to two times Annual Base Salary (as set forth in paragraph 3) plus two times the annual bonus (which annual bonus is assumed to be equal to the Annual Base Salary) payable within thirty (30) days after the date of termination. In addition to the above payments, in the event of a termination of the Executive’s employment by Executive for Good Reason whether before, upon or after a Change of Control and such termination occurs after the end of the Company’s fiscal year but prior to the payment of any annual bonus payable to Executive under the bonus program applicable to such fiscal year, the Company shall pay Executive the annual bonus earned by Executive under such bonus program when bonuses are paid to other recipients under such bonus program, but not later than 2½ months after the end of the calendar year in which the termination occurs. If Executive timely elects to continue Executive’s group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the terms of the respective benefit plans, the Company shall pay, on Executive’s behalf, the monthly premiums for such coverage for the lesser of twelve (12) months or such time as Executive’s COBRA/continuation rights expire.

Termination for Good Reason by Executive. By following Executive may voluntarily terminate her employment at any time for Good Reason (as defined below) upon written notice to Employer (and effective on the procedure date such notice is given unless another date is specified in such notice). In the event of any such termination for Good Reason by Executive, Employer shall pay and provide to Executive the same payments and benefits as are set forth in paragraph 4(d)Section 4.3, above and on the same terms and conditions as if Executive shall have the right to terminate his employment with the Company had been terminated by Employer without Cause. For purposes of this Agreement, a termination for “Good Reason” in shall mean the event there is: (i) any material diminution in the scope termination by Executive of Executive’s authority and responsibility, including, employment for any of the following reasons occurring without limitation, as a result of a reallocation of Executive’s job prior written consent, provided Executive has not previously been notified in accordance with the notice provisions of this Agreement of Employer’s intention to terminate Executive’s employment: (a) assigning to her duties materially inconsistent with her position, title, authority, or duties which results in a material diminution of such position, title, authority or duties, (; provided, however, in that Executive has given written notice to Employer within sixty (60) days after the first occurrence of such event of or, if later, ten (10) days after the most recent occurrence, which has not be remedied by Employer within thirty (30) days and Executive has performed her reasonable duties during such notice period and prior to any illness or injury which disables Executive from performing his duties, the Company may reassign Executive’s duties to one or more other employees until Executive is able to perform such duties)cure; (iib) a material diminution Employer’s direction to Executive to engage in Executive’s base compensation any unlawful act or act of dishonesty, provided, however, that Executive has given written notice to Employer within sixty (salary60) days after the first occurrence of such event or, bonus opportunityif later, benefits or perquisites); ten (iii10) a material change in geographic location at days after the most recent occurrence, which Executive must perform the services; has not been remedied by Employer within thirty (iv30) Executive is required to report to a supervisor other than the Company’s CEOdays; or (vc) any other action or inaction that constitutes a Employer’s material breach by the Company of its obligations under this Agreement. If the employment of Executive is terminated by him for Good Reason prior to a Change of Control and subject to Executive having executed and delivered to the Company a general release in the Company’s customary form, provided, however, that Executive shall be entitled to a lump sum amount equal to two times Base Salary provide Employer with written notice within sixty (as set forth in paragraph 360) payable days after the first occurrence of such breach or, if later, ten (10) days after the most recent occurrence and Employer shall not have substantially cured such breach (if curable) within thirty (30) days after such written notice is given. Notwithstanding the date of termination. If the employment of Executive is terminated by him foregoing, in order to resign for Good Reason upon or after a Change of Control and subject to Executive having executed and delivered to the Company a general release in the Company’s customary formReason, Executive shall be entitled to a lump sum amount equal to two times Annual Base Salary must resign from all positions Executive then holds with Employer, effective not later than sixty (as set forth in paragraph 3) plus two times the annual bonus (which annual bonus is assumed to be equal to the Annual Base Salary) payable within thirty (3060) days after the date expiration of terminationthe cure period if such event is not reasonably cured within such period. In addition Any actions taken by Employer to accommodate a disability of Executive or pursuant to the above payments, in the event of Family and Medical Leave Act shall not be a termination of the Executive’s employment by Executive for Good Reason whether beforefor purposes of this Agreement. For the avoidance of doubt, upon or after a Change of Control and any such termination occurs after the end of the Company’s fiscal year but prior to the payment of any annual bonus payable to Executive under the bonus program applicable to such fiscal year, the Company resignation(s) shall pay Executive the annual bonus earned by Executive under such bonus program when bonuses are paid to other recipients under such bonus program, but not later than 2½ months after the end of the calendar year in which the termination occurs. If Executive timely elects to continue Executive’s group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the terms of the respective benefit plans, the Company shall pay, have no effect on Executive’s behalf, the monthly premiums for such coverage for the lesser rights as a shareholder of twelve (12) months or such time as Executive’s COBRA/continuation rights expireEmployer.

Termination for Good Reason by Executive. By following the procedure set forth in paragraph 4(d), Executive shall have the right to terminate his employment with the Company for “Good Reason” in the event there is: (i) any material diminution in the scope of Executive’s authority and responsibility, including, without limitation, as a result of a reallocation of Executive’s job duties, (provided, however, in the event of any illness or injury which disables Executive from performing his duties, the Company may reassign Executive’s duties to one or more other employees until Executive is able to perform such duties); (ii) Executive is not elected the Chief Executive Officer the Company; (iii) a material diminution in Executive’s base compensation (salary, bonus opportunity, benefits or perquisites); (iiiiv) a material change in geographic location at which Executive must perform the services; (ivv) Executive is required to report to a supervisor other than the Company’s CEOBoard of Directors; or (vvi) any other action or inaction that constitutes a material breach by the Company of this Agreement. If the employment of Executive is terminated by him for Good Reason prior to a Change of Control and subject to Executive having executed and delivered to the Company a general release in the Company’s customary form, Executive shall be entitled to a lump sum amount equal to two and one-half (2.5) times Annual Base Salary (as set forth in paragraph 3) payable within thirty (30) days after the date of termination. If the employment of Executive is terminated by him for Good Reason upon or after a Change of Control and subject to Executive having executed and delivered to the Company a general release in the Company’s customary form, Executive shall be entitled to a lump sum amount equal to two and one-half (2.5) times Annual Base Salary (as set forth in paragraph 3) plus two and one-half (2.5) times the annual bonus (which annual bonus is for this purpose shall be assumed to be equal to 100% of the Annual Base Salary) payable within thirty (30) days after the date of termination. In addition to the above payments, in the event of a termination of the Executive’s employment by Executive for Good Reason whether before, upon or after a Change of Control and such termination occurs after the end of the Company’s fiscal year but prior to the payment of any annual bonus payable to Executive under the bonus program applicable to such fiscal year, the Company shall pay Executive the annual bonus earned by Executive under such bonus program when bonuses are paid to other recipients under such bonus program, but not later than 2½ months after the end of the calendar year in which the termination occurs. If Executive timely elects to continue Executive’s group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the terms of the respective benefit plans, the Company shall pay, on Executive’s 's behalf, the monthly premiums for such coverage for the lesser of twelve (12) months or such time as Executive’s 's COBRA/continuation rights expire.