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

Termination for Good Reason by the Executive. The Executive, by providing at least 30 days prior written notice to the Company, may terminate his employment hereunder for Good Reason, provided that the Company shall have the right to cure such Good Reason within such 30-day period. In order to constitute a valid notice of a termination for Good Reason, the notice must be received by the Board of Directors or Chief Executive Officer of the Company no later than 60 days following the initial occurrence of any event asserted to constitute Good Reason. As used herein, a termination by the Executive “for Good Reason” shall mean that (i) the Company has materially diminished the duties or responsibilities of the Executive with respect to the Company, (ii) the Company has reduced the Executive’s Base Salary or Bonus opportunity, (iii) the Company has changed the principal location at which the Executive must perform his services to a location more than 25 miles from the current location of the Company's headquarters in Indianapolis, Indiana without the consent of the Executive, (iv) the Company has materially breached the terms of this Agreement. In the event the Executive's employment is terminated for Good Reason, the Executive shall be entitled to receive his Base Salary and a prorated portion of his target Bonus for the year in which termination occurs, in each case through the effective date of the termination of his employment, plus the severance compensation provided for in Section 5(b).

Termination for Good Reason by the Executive. The Executive, by providing at least 30 days prior written notice to the Company, may terminate his employment hereunder for Good Reason, provided that the Company shall have the right to cure such Good Reason within such 30-day period. In order to constitute a valid notice of a termination for Good Reason, the notice must be received by the Board of Directors or Chief Executive Officer of the Company no later than 60 days following the initial occurrence of any event asserted to constitute Good Reason. As used herein, a termination by the Executive “for Good Reason” shall mean that (i) the Company has materially diminished the duties or responsibilities of the Executive with respect to the Company, other than as contemplated by Section 1 in connection with the appointment of a successor Chief Operating Officer, (ii) the Company has reduced the Executive’s Base Salary or Bonus opportunity, (iii) the Company has changed the principal location at which the Executive must perform his services to a location more than 25 miles from the current location of the Company's headquarters in Indianapolis, Indiana without the consent of the Executive, (iv) the Company has materially breached the terms of this Agreement. In the event the Executive's employment is terminated for Good Reason, the Executive shall be entitled to receive his Base Salary and a prorated portion of his target Bonus for the year in which termination occurs, in each case through the effective date of the termination of his employment, plus the severance compensation provided for in Section 5(b).

Termination for Good Reason by the Executive. The Executive, by providing at least 30 days prior written notice to the Company, may terminate his employment hereunder for Good Reason, provided that the Company shall have the right to cure such Good Reason within such 30-day period. In order to constitute a valid notice of a termination for Good Reason, the notice must be received by the Board of Directors or Chief Executive Officer of the Company no later than 60 days following the initial occurrence of any event asserted to constitute Good Reason. As used herein, a termination by the Executive “for Good Reason” shall mean that (i) the Company has materially diminished the duties or and responsibilities of the Executive with respect to the Company, (ii) the Company has reduced the Executive’s Base Salary or Bonus opportunity, (iii) the Company has changed the principal location at which the Executive must perform his services to a location more than 25 miles from the current location of the Company's headquarters in Indianapolis, Indiana without the consent of the Executive, or (iviii) the Company has materially breached the terms of this Agreement. In the event the Executive's employment is terminated for Good Reason, the Executive shall be entitled to receive his Base Salary and a prorated portion of his target Bonus for the year in which termination occurs, in each case through the effective date of the termination of his employment, plus the severance compensation provided for in Section 5(b).

Termination for Good Reason by the Executive. The Executive, by providing at least 30 days prior written notice to the Company, may terminate his employment hereunder for Good Reason, provided that the Company shall have the right to cure such Good Reason within such 30-day period. In order to constitute a valid notice of a termination for Good Reason, the notice must be received by the Board of Directors or Chief Executive Officer of the Company no later than 60 days following the initial occurrence of any event asserted to constitute Good Reason. As used herein, a termination by the Executive “for Good Reason” shall mean that (i) the Company has materially diminished the duties or and responsibilities of the Executive with respect to the Company, (ii) the Company has reduced the Executive’s Base Salary or Bonus opportunity, (iii) the Company has changed the principal location at which the Executive must perform his services to a location more than 25 miles from the current location of the Company's headquarters in Indianapolis, Indiana without the consent of the Executive, or (iviii) the Company has materially breached the terms of this Agreement. In the event the Executive's employment is terminated for Good Reason, the Executive shall be entitled to receive his Base Salary and a prorated portion of I/3516071.4 his target Bonus for the year in which termination occurs, in each case through the effective date of the termination of his employment, plus the severance compensation provided for in Section 5(b).

Termination for Good Reason by the Executive. The Executive, by providing at least 30 days prior written notice to the Company, may terminate his employment hereunder for Good Reason, provided that the Company shall have the right to cure such Good Reason within such 30-day period. In order to constitute a valid notice of a termination for Good Reason, the notice must be received by the Board of Directors or Chief Executive Officer of the Company no later than 60 days following the initial occurrence of any event asserted to constitute Good Reason. As used herein, a termination by the Executive “for Good Reason” shall mean that (i) the Company has materially diminished the duties or and responsibilities of the Executive with respect to the Company, (ii) the Company has reduced the Executive’s Base Salary or Bonus opportunity, (iii) the Company has changed the principal location at which the Executive must perform his services to a location more than 25 miles from the current location of the Company's headquarters in Indianapolis, Indiana without the consent of the Executive, or (iviii) the Company has materially breached the terms of this Agreement. In the event the Executive's employment is terminated for Good Reason, the Executive shall be entitled to receive his Base Salary and a prorated portion of his target Bonus for the year in which termination occurs, in each case through the effective date of the termination of his employment, plus the severance compensation provided for in Section 5(b).. I/3481492.12

Termination for Good Reason by the Executive. The Executive, by providing at least 30 days prior written notice to the Company, may terminate his employment hereunder for Good Reason, provided that the Company shall have the right to cure such Good Reason within such 30-day period. In order to constitute a valid notice of a termination for Good Reason, the notice must be received by the Board of Directors or Chief Executive Officer of the Company no later than 60 days following the initial occurrence of any event asserted to constitute Good Reason. As used herein, a termination by the Executive “for Good Reason” shall mean that (i) the Company has materially diminished the duties or and responsibilities of the Executive with respect to the Company, (ii) the Company has reduced the Executive’s Base Salary or Bonus opportunity, (iii) the Company has changed the principal location at which the Executive must perform his services to a location more than 25 miles from the current location of the Company's headquarters in Indianapolis, Indiana without the consent of the Executive, or (iviii) the Company has materially breached the terms of this Agreement. In the event the Executive's employment is terminated for Good Reason, the Executive shall be entitled to receive his Base Salary and a prorated portion of his target Bonus for the year in which termination occurs, in each case through the effective date of the termination of his employment, plus the severance compensation provided for in Section 5(b).. I/3516069.4