Common use of Termination of Employment by the Company for Cause, or by Executive without Good Reason Clause in Contracts

Termination of Employment by the Company for Cause, or by Executive without Good Reason. If the Company terminates the employment of Executive for Cause (defined below), then the Company shall pay to Executive compensation earned by Executive (and any expense reimbursements for expenses incurred) up to the termination date, with applicable deductions and withholdings, and no other compensation, bonus, or other amount shall be due and owing to Executive. Executive may terminate Executive’s employment hereunder voluntarily and without Good Reason (defined below) upon giving at least 30 days’ prior written notice to the Company. If the Executive terminates Executive’s employment voluntarily and without Good Reason effective on a date during the Employment Period, then the Company shall pay to Executive compensation earned by Executive up to the end of the 30-day notice period, with applicable deductions and withholdings, and no other compensation, bonus, or other amount shall be due and owing to Executive. 1. For purposes of this Agreement, the term “Good Reason” shall mean: (i) a material diminution in Executive’s Base Salary or in the target bonus amount; (ii) a material diminution in the nature or scope of Executive’s authority, duties, responsibilities, or title from those applicable to Executive as of the Effective Date; (iii) the Company requiring Executive to be based at any office or location more than 25 miles from Executive’s principal place of employment as of the Effective Date; or (iv) a material breach by the Company of any term or provision of this Agreement. Notwithstanding anything in this Section 4(c)(1) to the contrary, no event or condition described in this Section shall constitute Good Reason unless: (x) within 90 days from Executive first acquiring actual knowledge of the existence of the Good Reason condition described in this Section, Executive provides the Company written notice of Executive’s intention to terminate Executive’s employment for Good Reason and the grounds for such termination; (y) such grounds for termination (if susceptible to correction) are not corrected by the Company within 30 days of the Company’s receipt of such notice (or, in the event that such grounds cannot be corrected within such 30-day period, the Company has not taken all reasonable steps within such 30-day period to correct such grounds as promptly as practicable thereafter); and (z) Executive terminates Executive’s employment with the Company immediately following expiration of such 30-day period.

Termination of Employment by the Company for Cause, or by Executive without Good Reason. If the Company terminates the employment of Executive for Cause (defined below), then the Company shall pay to Executive compensation earned by Executive (and any expense reimbursements for expenses incurred) up to the termination date, with applicable deductions and withholdingsDate of Termination, and no other compensation, bonus, or other amount shall be due and owing to Executive. Executive may terminate Executive’s employment hereunder voluntarily and without Good Reason (defined below) upon giving at least 30 days’ prior written notice to the Company. If the Executive terminates Executive’s employment voluntarily and without Good Reason effective on a date during the Employment PeriodReason, then the Company shall pay to Executive compensation earned by Executive up to the end Date of the 30-day notice period, with applicable deductions and withholdingsTermination, and no other compensation, bonus, or other amount shall be due and owing to Executive. (1. ) For purposes of this Agreement, the term “Good Reason” shall meanmean without Executive’s prior written consent: (i) a material diminution in Executive’s Base Salary or in the target bonus amount; (ii) a material diminution in the nature or scope of Executive’s authority, duties, responsibilities, or title from those applicable to Executive as of the Effective Date; (iiiii) the Company requiring Executive to be based at any office or location more than 25 miles from a relocation of Executive’s principal place of employment as of the Effective Dateworksite that increases Executive’s one-way commute by more than 30 miles; or (iviii) a material breach by the Company of any term or provision of this Agreement. Notwithstanding anything in this Section 4(c)(1) to the contrary, no event or condition described in this Section shall constitute Good Reason unless: (x) within 90 days from Executive first acquiring actual knowledge of the existence of the Good Reason condition described in this Section, Executive provides the Company written notice of Executive’s intention to terminate Executive’s employment for Good Reason and the grounds for such termination; (y) such grounds for termination (if susceptible to correction) are not corrected by the Company as soon as reasonably practicable, but in any case within 30 days of the Company’s receipt of such notice (or, in the event that all such grounds cannot be corrected within such 30-day period, the Company has not taken all reasonable steps substantially corrected such grounds within such 30-day period to correct such grounds and is making correction as promptly soon as practicable thereafterreasonably practicable); and (z) Executive terminates Executive’s employment with the Company immediately following expiration of such 30-day period.

Termination of Employment by the Company for Cause, or by Executive without Good Reason. If the Company terminates the employment of Executive for Cause (defined below), then the Company shall pay to Executive compensation earned by Executive (and any expense reimbursements for expenses incurred) up to the termination date, with applicable deductions and withholdingsDate of Termination, and no other compensation, bonus, or other amount shall be due and owing to Executive. Executive may terminate Executive’s employment hereunder voluntarily and without Good Reason (defined below) upon giving at least 30 days’ prior written notice to the Company. If the Executive terminates Executive’s employment voluntarily and without Good Reason effective on a date during the Employment PeriodReason, then the Company shall pay to Executive compensation earned by Executive up to the end Date of the 30-day notice period, with applicable deductions and withholdingsTermination, and no other compensation, bonus, or other amount shall be due and owing to Executive. (1. ) For purposes of this Agreement, the term “Good Reason” shall meanmean without Executive’s prior written consent: (i) a material diminution in Executive’s Base Salary or in the target bonus amount; (ii) a material diminution in the nature or scope of Executive’s authority, duties, responsibilities, or title from those applicable to Executive as of the Effective Date; (iiiii) the Company requiring Executive to be based at any office or location more than 25 miles from a relocation of Executive’s principal place of employment as of the Effective Dateworksite that increases Executive’s one-way commute by more than 50 miles; or (iviii) a material breach by the Company of any term or provision of this Agreement. Notwithstanding anything in this Section 4(c)(1) to the contrary, no event or condition described in this Section shall constitute Good Reason unless: (x) within 90 days from Executive first acquiring actual knowledge of the existence of the Good Reason condition described in this Section, Executive provides the Company written notice of Executive’s intention to terminate Executive’s employment for Good Reason and the grounds for such termination; (y) such grounds for termination (if susceptible to correction) are not corrected by the Company as soon as reasonably practicable, but in any case within 30 days of the Company’s receipt of such notice (or, in the event that all such grounds cannot be corrected within such 30-day period, the Company has not taken all reasonable steps substantially corrected such grounds within such 30-day period to correct such grounds and is making correction as promptly soon as practicable thereafterreasonably practicable); and (z) Executive terminates Executive’s employment with the Company immediately following expiration of such 30-day period.

Termination of Employment by the Company for Cause, or by Executive without Good Reason. If the Company terminates the employment of Executive for Cause (defined below), then the Company shall pay to Executive compensation earned by Executive (and any expense reimbursements for expenses incurred) up to the termination date, with applicable deductions and withholdingsDate of Termination, and no other compensation, bonus, or other amount shall be due and owing to Executive. Executive may terminate Executive’s employment hereunder voluntarily and without Good Reason (defined below) upon giving at least 30 days’ prior written notice to the Company. If the Executive terminates Executive’s employment voluntarily and without Good Reason effective on a date during the Employment PeriodReason, then the Company shall pay to Executive compensation earned by Executive up to the end Date of the 30-day notice period, with applicable deductions and withholdingsTermination, and no other compensation, bonus, or other amount shall be due and owing to Executive. (1. ) For purposes of this Agreement, the term “Good Reason” shall meanmean without Executive’s prior written consent: (i) a material diminution in Executive’s Base Salary or in the target bonus amount; (ii) a material diminution in the nature or scope of Executive’s authority, duties, responsibilities, or title from those applicable to Executive as of the Effective Date; (iiiii) the Company requiring Executive to be based at any office or location more than 25 miles from a relocation of Executive’s principal place of employment as of the Effective Dateworksite that increases Executive’s one-way commute by more than 30 miles; or (iviii) a material breach by the Company of any term or provision of this Agreement. Notwithstanding anything in this Section 4(c)(1) to the contrary, no event or condition described in this Section shall constitute Good Reason unless: (x) within 90 days from Executive first acquiring actual knowledge of the existence of the Good Reason condition described in this Section, Executive provides the Company written notice of Executive’s intention to terminate Executive’s employment for Good Reason and the grounds for such termination; (y) such grounds for termination (if susceptible to correction) are not corrected by the Company as soon as reasonably practicable, but in any case within 30 days of the Company’s receipt of such notice (or, in the event that all such grounds cannot be corrected within such 30-day period, the Company has not taken all reasonable steps substantially corrected such grounds within such 30-day period to correct such grounds and is making correction as promptly soon as practicable thereafterreasonably practicable); and (z) Executive terminates Executive’s employment with the Company immediately following expiration of such 30-day period.