Common use of Termination for Good Reason or upon Change of Control Clause in Contracts

Termination for Good Reason or upon Change of Control. (a) Executive is entitled to terminate this Agreement and his employment for “good reason” upon any of the following occurrences: (i) Executive may terminate this Agreement and employment if Executive’s base salary, as provided hereunder, is materially diminished; (ii) Executive may terminate this Agreement and employment if Employer requires that Executive move to any location further than 30 miles from 0000 Xxxxxxxx Xxxxx, Xxxxxx, Xxxxx 00000; (iii) Executive may terminate this Agreement and employment if the Board or any Authorized Board Designee materially and unreasonably interferes with Executive’s ability to fulfill Executive’s job duties; or (iv) Executive may terminate this Agreement and employment if Executive is reassigned to a position with materially diminished responsibilities, or Executive’s job responsibilities are otherwise materially narrowed or diminished. Notwithstanding any provision in this Agreement to the contrary, no termination of this Agreement and employment will be considered a termination for Good Reason unless: (1) Executive provides Employer with thirty days prior written notice of such termination, and such notice is provided within ninety days of the initial occurrence of the event constituting Good Reason, (2) such termination is conditioned upon Employer failing to cure the event constituting Good Reason within the thirty-day notice period, and (3) Employer fails to cure such event constituting Good Reason within such thirty-day period. (b) Within two months following any “Change of Control” as defined in Section 1.11, Executive may terminate his employment through termination of this Agreement, for any or no reason with thirty days prior written notice; provided that notice of termination (1) cannot be given prior to the consummation of the Change of Control and (2) must be given within thirty days following the consummation of the Change of Control. (c) Without limiting the provisions of Section 1.8 hereof, Executive agrees that Employer can relieve Executive of Executive’s duties hereunder prior to the end of the applicable notice period provided for in this Section, and in such event, Executive shall not thereafter be entitled to any of the benefits or salary described in Article III hereof. Furthermore, if the term of this Agreement expires upon notice of non-renewal given pursuant to Section 1.2 prior to the end of any notice period otherwise required under this Section, then the applicable notice period required under this Section does not apply and notice may be given at any time prior to such expiration. If Employer does not relieve Executive of Executive’s duties during any applicable notice period under this Section, and the applicable notice period extends beyond the expiration of the term of this Agreement pursuant to Section 1.2, then the terms and provisions of this Agreement shall govern Executive’s employment by Employer until the end of such notice period, and the term of this Agreement shall be deemed automatically extended until the end of such notice period.

Termination for Good Reason or upon Change of Control. (a) Executive is entitled to terminate this Agreement and his employment for “good reason” upon any of the following occurrences: (i) Executive may terminate this Agreement and employment if Executive’s base salary, as provided hereunder, is materially diminished; (ii) Executive may terminate this Agreement and employment if Employer requires that Executive move to any location further than 30 miles from 0000 Xxxxxxxx Xxxxx, Xxxxxx, Xxxxx 00000; (iii) Executive may terminate this Agreement and employment if the Board or any Authorized Board Designee materially and unreasonably interferes with Executive’s ability to fulfill Executive’s job duties; or (iv) Executive may terminate this Agreement and employment if Executive is reassigned to a position with materially diminished responsibilities, or Executive’s job responsibilities are otherwise materially narrowed or diminished. Notwithstanding any provision in this Agreement to the contrary, no termination of this Agreement and employment will be considered a termination for Good Reason unless: (1) Executive provides Employer with thirty days prior written notice of such termination, and such notice is provided within ninety days of the initial occurrence of the event constituting Good Reason, (2) such termination is conditioned upon Employer failing to cure the event constituting Good Reason within the thirty-day notice period, and (3) Employer fails to cure such event constituting Good Reason within such thirty-day period. (b) Within two months following any “Change of Control” as defined in Section 1.11, Executive may terminate his employment through termination of this Agreement, for any or no reason reason, with thirty days prior written notice; provided that notice of termination (1) cannot be given prior to the consummation of the Change of Control and (2) must be given within thirty days following the consummation of the Change of Control. (c) Without limiting the provisions of Section 1.8 hereof, Executive agrees that Employer can relieve Executive of Executive’s duties hereunder prior to the end of the applicable notice period provided for in this Section, and in such event, Executive shall not thereafter be entitled to any of the benefits or salary described in Article III hereof. Furthermore, if the term of this Agreement expires upon notice of non-renewal given pursuant to Section 1.2 prior to the end of any notice period otherwise required under this Section, then the applicable notice period required under this Section does not apply and notice may be given at any time prior to such expiration. If Employer does not relieve Executive of Executive’s duties during any applicable notice period under this Section, and the applicable notice period extends beyond the expiration of the term of this Agreement pursuant to Section 1.2, then the terms and provisions of this Agreement shall govern Executive’s employment by Employer until the end of such notice period, and the term of this Agreement shall be deemed automatically extended until the end of such notice period.

Termination for Good Reason or upon Change of Control. (a) Executive is entitled to terminate this Agreement and his her employment for “good reason” upon any of the following occurrences: (i) Executive may terminate this Agreement and employment if Executive’s base salary, as provided hereunder, is materially diminished; (ii) Executive may terminate this Agreement and employment if Employer requires that Executive move to any location further than 30 miles from 0000 Xxxxxxxx Xxxxx, Xxxxxx, Xxxxx 00000; (iii) Executive may terminate this Agreement and employment if the Board or any Authorized Board Designee materially and unreasonably interferes with Executive’s ability to fulfill Executive’s job duties; or (iviii) Executive may terminate this Agreement and employment if Executive is reassigned to a position with materially diminished responsibilities, or Executive’s job responsibilities are otherwise materially narrowed or diminished. Notwithstanding any provision in this Agreement to the contrary, no termination of this Agreement and employment will be considered a termination for Good Reason unless: (1) Executive provides Employer with thirty days prior written notice of such termination, and such notice is provided within ninety days of the initial occurrence of the event constituting Good Reason, (2) such termination is conditioned upon Employer failing to cure the event constituting Good Reason within the thirty-day notice period, and (3) Employer fails to cure such event constituting Good Reason within such thirty-day period. (b) Within two months following any “Change of Control” as defined in Section 1.11, Executive may terminate his employment through termination of this Agreement, for any or no reason with thirty days prior written notice; provided that notice of termination (1) cannot be given prior to the consummation of the Change of Control and (2) must be given within thirty days following the consummation of the Change of Control. (c) Without limiting the provisions of Section 1.8 hereof, Executive agrees that Employer can relieve Executive of Executive’s duties hereunder prior to the end of the applicable notice period provided for in this Section, and in such event, Executive shall not thereafter be entitled to any of the benefits or salary described in Article III hereof. Furthermore, if the term of this Agreement expires upon notice of non-renewal given pursuant to Section 1.2 prior to the end of any notice period otherwise required under this Section, then the applicable notice period required under this Section does not apply and notice may be given at any time prior to such expiration. If Employer does not relieve Executive of Executive’s duties during any applicable notice period under this Section, and the applicable notice period extends beyond the expiration of the term of this Agreement pursuant to Section 1.2, then the terms and provisions of this Agreement shall govern Executive’s employment by Employer until the end of such notice period, and the term of this Agreement shall be deemed automatically extended until the end of such notice period.