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

Termination for Good Reason by the Executive. The Executive may terminate this Agreement for Good Reason and such termination shall constitute a termination without Cause by the Company. “Good Reason” shall mean the occurrence of a breach by the Company of its material obligations to the Executive which is not cured within ten (10) Business Days of the receipt by the Company of written notice thereof from the Executive and shall include, without limitation, (i) the loss of, or an adverse change in, the Executive’s position or titles; (ii) a diminution or materially adverse change in the duties and responsibilities of the Executive or the assignment to the Executive of duties and responsibilities which are inconsistent with the Executive’s position in the Company; (iii) a reduction in the Executive’s Base Salary or the failure to pay the same or any bonus or other benefits hereunder when due or within a reasonable period of time thereafter, (iv) the relocation of the Executive’s office to a location which is more than 25 miles from the current location of corporate headquarters of the Company.

Termination for Good Reason by the Executive. The Executive may terminate this Agreement for Good Reason and such termination shall constitute a termination without Cause by the Company. “Good Reason” shall mean the occurrence of a breach by the Company of its material obligations to the Executive which is not cured within ten (10) Business Days of the receipt by the Company of written notice thereof from the Executive and shall include, without limitation, (i) the loss of, or an adverse change in, the Executive’s position or titles; (ii) a diminution or materially adverse change in the duties and responsibilities of the Executive or the assignment to the Executive of duties and responsibilities which are inconsistent with the Executive’s position in the Company; (iii) a reduction in the Executive’s Base Salary or the failure to pay the same or any bonus or other benefits hereunder when due or within a reasonable period of time thereafter, thereafter (except for across the board decreases affecting all executive officers of the Company other than in connection with a Change in Control); (iv) the relocation of the Executive’s office to a location which is more than 25 miles from the current location of corporate headquarters of the Company; and (v) breach by the Company of Section 13(k) hereof.