Common use of Termination for Good Reason Following a Change in Control Clause in Contracts

Termination for Good Reason Following a Change in Control. For purposes of this subparagraph 3.c., Good Reason shall mean: (A) a reduction of either base salary or Executive’s target annual bonus, where the salary or annual target bonus are measured immediately prior to such reduction, as opposed to at the time of Executive’s execution of this Agreement; (B) a material reduction of Executive’s responsibilities, where such responsibilities are measured immediately prior to such reduction, as opposed to at the time of Executive’s execution of this Agreement; (C) Company’s material breach of this Agreement; (D) Company’s failure to obtain the agreement of any successor to honor the terms of this Agreement; or (E) A requirement that Executive’s primary work location be moved to a location that is greater than thirty-five straight line miles from Executive’s primary work location immediately prior to the imposition of such requirement.

Termination for Good Reason Following a Change in Control. For purposes of this subparagraph 3.c., Good Reason shall mean: (A) a reduction of either base salary or Executive’s 's target annual bonus, where the salary or annual target bonus are measured immediately prior to such reduction, as opposed to at the time of Executive’s 's execution of this Agreement; (B) a material reduction of Executive’s 's responsibilities, where such responsibilities are measured immediately prior to such reduction, as opposed to at the time of Executive’s 's execution of this Agreement; (C) Company’s 's material breach of this Agreement; (D) Company’s 's failure to obtain the agreement of any successor to honor the terms of this Agreement; or (E) A requirement that Executive’s 's primary work location be moved to a location that is greater than thirty-five straight line miles from Executive’s 's primary work location immediately prior to the imposition of such requirement.