Common use of Termination Of Agreement By Executive for Good Reason/Termination of Agreement by Company Not For Cause Clause in Contracts

Termination Of Agreement By Executive for Good Reason/Termination of Agreement by Company Not For Cause. 1. Company may terminate Executive’s employment and this Agreement not for Cause (as “Cause” is defined above), and Executive may terminate his employment and this Agreement for “Good Reason” as defined herein. “Good Reason” for purposes of this Agreement shall only mean the occurrence of any of the following events without Executive’s consent: (a) a material reduction in Executive’s duties or responsibilities; (b) Company’s material change in the location of the Company office where Executive works (i.e., relocation to a location outside the New York, NY, metropolitan area; for the avoidance of doubt, in the event the parties agree that Executive shall be employed in London for some interim period before relocating to New York, a change in work location from London to New York shall not constitute Good Reason for purposes of this Section); (c) a material breach of this Agreement by Company; or (d) a change in the position to which Executive reports (other than a change to report to the Chairman of the Board of Directors or the Board of Directors), provided however, that Executive must provide the Company with written notice of the existence of the change constituting Good Reason within sixty (60) days of any such event having occurred, and allow the Company thirty (30) days to cure the same. If Company so cures the change, Executive shall not have a basis for terminating his employment for Good Reason with respect to such cured change. Executive must terminate his employment in writing within five (5) days following the expiration of Company’s cure period for the termination to be on account of Good Reason or such right shall be deemed waived.

Termination Of Agreement By Executive for Good Reason/Termination of Agreement by Company Not For Cause. 1. Company may terminate Executive’s employment and this Agreement not for Cause (as “Cause” is defined above)) with fifteen (15) days written notice to Executive stating the basis for the Termination of Agreement by Company Not for Cause, and Executive may terminate his employment and this Agreement for “Good Reason.” as defined herein. For purposes of this Agreement, “Good Reason” for purposes of this Agreement shall only mean the occurrence of any of the following events without Executive’s consent: (a) a material breach or material failure by Company or its successor to perform its material obligations hereunder; (b) a material reduction in Executive’s duties title, authority, duties, base compensation or responsibilities; (bc) Company’s material change in the location of the Company office where Executive works (i.e., i.e. relocation to a location outside the New York, NY, Washington DC metropolitan area; for the avoidance of doubt, in the event the parties agree that Executive shall be employed in London for some interim period before relocating to New York, a change in work location from London to New York shall not constitute Good Reason for purposes of this Section); (c) a material breach of this Agreement by Company; or and/or (d) a change in the position to which Company requires Executive reports (other than a change to report to a position other than its President and CEO, and Company fails to obtain Executive’s consent to the Chairman of the Board of Directors or the Board of Directors)reporting relationship, provided however, that Executive must provide the Company with written notice of the existence of the change constituting Good Reason within sixty thirty-five (6035) days of any such event having occurredoccurred or having become known to him, and allow the Company thirty (30) days to cure the same. If the Company so cures the change, Executive shall not have a basis for terminating his employment for Good Reason with respect to such cured change. In addition, in the event a change occurs that triggers Executive’s right to terminate this Agreement for Good Reason, Executive must terminate exercise his employment right in writing to terminate this Agreement for Good Reason within thirty-five (535) days following of the expiration effective date of Company’s cure period for the termination applicable change or upon the change becoming known to be on account of Good Reason him or such right shall be deemed waived.

Termination Of Agreement By Executive for Good Reason/Termination of Agreement by Company Not For Cause. 1. Company may terminate Executive’s employment and this Agreement not for Cause (as “Causecause” is defined above), and Executive may terminate his employment and this Agreement for “Good Reasongood reason” as defined herein. “Good Reason” for purposes of this Agreement shall only mean the occurrence of any of the following events without Executive’s consent: (a) a material reduction in Executive’s duties duties, title, or responsibilities; (b) Company’s material change in the location of the Company office where Executive works (i.e., relocation to a location outside the New York, NY, York City metropolitan area; for the avoidance of doubt, in the event the parties agree that Executive shall be employed in London for some interim period before relocating to New York, a change in work location from London to New York shall not constitute Good Reason for purposes of this Section); (c) a reduction in Executive’s annual base salary or annual bonus target opportunity; (d) Company’s or its subsidiary’s or affiliate’s material breach of this Agreement by Companyor any other material agreement between Executive and the Company or any subsidiary or affiliate; or (de) a change in the position reporting structure whereby you are required to which report to an officer other than the Chief Executive reports Officer of DCI. (other than a change to report directly to the Chairman of the Board of Directors of DCI or the Board of DirectorsDirectors of DCI); (f) the failure to approve the Stock Options and PRSU equity awards specified in Section III(D), provided or (g) the failure to appoint you as Chief Commercial Officer of DCI within ninety (90) days of Executive’s first day of employment; provided, however, that Executive must provide the Company with written notice of the existence of the change constituting Good Reason within sixty (60) days of any such event having occurred, and allow the Company thirty (30) days to cure the same. If Company so cures the change, Executive shall not have a basis for terminating his employment for Good Reason with respect to such cured change. Executive must terminate his employment in writing within five (5) days following the expiration of Company’s cure period for the termination to be on account of Good Reason or such right shall be deemed waived.

Termination Of Agreement By Executive for Good Reason/Termination of Agreement by Company Not For Cause. 1. Company may terminate Executive’s employment and this Agreement not for Cause (as “Cause” is defined above), and Executive may terminate his employment and this Agreement for “Good Reasongood reason” as defined herein. “Good Reason” for purposes of this Agreement shall only mean the occurrence of any of the following events without Executive’s consent: (a) a material reduction in Executive’s duties or responsibilities; (b) Company’s material change in the location of the Company office where Executive principally works (i.e., relocation to a location outside the New YorkLondon, NY, UK metropolitan area; for , except that repatriation to the avoidance of doubt, in the event the parties agree that Executive shall be employed in London for some interim period before relocating to New York, a change in work location from London to New York metropolitan area at the end of the Term of Employment shall not constitute Good Reason for purposes of this SectionReason); (c) the change of Executive’s reporting relationship to a level lower than the CEO of Discovery Communications, LLC ; or (d) a material breach of this Agreement through the Company’s failure to make the equity awards at at least the levels provided by Company; or (d) a change in the position to which Executive reports (other than a change to report to the Chairman of the Board of Directors or the Board of DirectorsSection III(E), provided however, that Executive must provide the Company with written notice of the existence of the change event constituting Good Reason within sixty (60) days of any such event having occurredoccurred or Executive learning of the event, whichever is later, and allow the Company thirty (30) days to cure the same. If Company so cures the changeevent, Executive shall not have a basis for terminating his employment for Good Reason with respect to such cured changeevent. In addition, if an event occurs that triggers Executive’s right to terminate this Agreement for Good Reason, Executive must terminate exercise his employment right in writing to terminate this Agreement for Good Reason within five ninety (595) days following of the expiration effective date of Company’s cure period for the applicable event or upon the event becoming known to him (and with an effective date of termination to be on account of Good Reason such 95th day) or such right shall be deemed waived.

Termination Of Agreement By Executive for Good Reason/Termination of Agreement by Company Not For Cause. 1. Company may terminate Executive’s employment and this Agreement not for Cause (as “Cause” is defined above), and Executive may terminate his employment and this Agreement for “Good Reasongood reason” as defined herein. “Good Reason” for purposes of this Agreement shall only mean the occurrence of any of the following events without Executive’s consent: (a) a material reduction in Executive’s duties or responsibilities; (b) Company’s material change in the location of the Company office where Executive principally works (i.e., relocation to a location outside the New YorkLondon, NY, UK metropolitan area; for , except that repatriation to the avoidance of doubt, in the event the parties agree that Executive shall be employed in London for some interim period before relocating to New York, a change in work location from London to New York metropolitan area at the end of the Term of Employment shall not constitute Good Reason for purposes of this SectionReason); (c) the change of Executive’s reporting relationship to a level lower than the CEO of the Company; (d) the Company’s failure to appoint Executive as President, Discovery Networks International within 60 days after the Effective Date; or (e) a material breach of this Agreement through the Company’s failure to make the 2014 equity awards at at least the levels provided by Company; or (d) a change in the position to which Executive reports (other than a change to report to the Chairman of the Board of Directors or the Board of DirectorsSection II(D), provided however, that Executive must provide the Company with written notice of the existence of the change event constituting Good Reason within sixty (60) days of any such event having occurredoccurred or Executive learning of the event, whichever is later, and allow the Company thirty (30) days to cure the same. If Company so cures the changeevent, Executive shall not have a basis for terminating his employment for Good Reason with respect to such cured changeevent. In addition, if an event occurs that triggers Executive’s right to terminate this Agreement for Good Reason, Executive must terminate exercise his employment right in writing to terminate this Agreement for Good Reason within ninety-five (595) days following of the expiration effective date of Company’s cure period for the termination applicable event or upon the event becoming known to be on account of Good Reason him or such right shall be deemed waived.