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

Termination of Employment by the Executive for Good Reason. (a) The Executive may terminate his or her employment for Good Reason. For purposes of this Agreement, Good Reason will exist if any one or more of the following occur: (i) Failure by the Company to honor any of its obligations under Sections 5, 6, or 12; or (ii) Any purported termination by the Company of the Executive's employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4 above and, for purposes of this Agreement, no such purported termination shall be effective; or (iii) Failure to elect or reelect or otherwise to maintain the Executive to the office or the position (or a substantially equivalent office or position) in the Company that the Executive held immediately prior to a change in control, or the removal of the Executive as a Director of the Company (or any successor thereto) if the Executive shall have been a Director of the Company immediately prior to the change in control; or (iv) An adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the change in control, (including but not limited to assignment by the Company to the Executive of duties inconsistent with his or her current positions, duties, responsibilities, and status with the Company or a change of his or her reporting responsibilities, titles, or offices currently in effect) without the prior written consent of the Executive, which is not remedied within 10 calendar days after receipt by the Company of written notice from the Executive of such change; or (v) A determination by the Executive made in good faith that as a result of a change in control and a change in circumstances thereafter significantly affecting his or her position, including without limitation a change in the scope of the business or other activities for which he or she was responsible immediately prior to a change in control, he or she has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the change in control, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; or (vi) The Company shall relocate its principal executive offices, or require the Executive to have his or her principal location of work changed, to any location which is in excess of 50 miles from the location thereof immediately prior to the change of control or to travel away from his or her office in the course of discharging his or her responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of him or her prior to the change of control without, in either case, his or her prior written consent.

Termination of Employment by the Executive for Good Reason. (a) The Upon the occurrence of a Change in Control, the Executive may terminate his or her employment for Good Reason. For purposes of this Agreement, “Good Reason Reason” will exist if any one or more of the following occur: (i) Failure by the Company to honor any of its obligations under Sections 4, 5, 6, or 1211; or (ii) Any purported termination by the Company of the Executive's ’s employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4 3 above and, for purposes of this Agreement, no such purported termination shall be effective; or (iii) Failure to elect or reelect or otherwise to maintain the Executive to the office or the position (or a substantially equivalent office or position) in the Company that the Executive held immediately prior to a change Change in controlControl, or the removal of the Executive as a Director of the Company (or any successor thereto) if the Executive shall have been a Director of the Company immediately prior to the change Change in controlControl; or (iv) An adverse change in the compensation or benefits of the Executive or in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the change Change in controlControl, (including but not limited to assignment by the Company to the Executive of duties inconsistent with his or her current positions, duties, responsibilities, and status with the Company or a change of his or her compensation or benefits or his or her reporting responsibilities, titles, or offices currently in effect) without the prior written consent of the Executive, which is not remedied within 10 calendar days after receipt by the Company of written notice from the Executive of such change; or (v) A determination by the Executive made in good faith that as a result of a change Change in control Control and a change in circumstances thereafter significantly affecting his or her position, including without limitation a change in the scope of the business or other activities for which he or she was responsible immediately prior to a change in control, he or she has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the change Change in controlControl, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; or (vi) The Company shall relocate its principal executive offices, or require the Executive to have his or her principal location of work changed, to any location which is in excess of 50 miles from the location thereof immediately prior to the change of control Change in Control or to travel away from his or her office in the course of discharging his or her responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of him or her prior to the change of control Change in Control without, in either case, his or her prior written consent.

Termination of Employment by the Executive for Good Reason. (a) The Upon the occurrence of a Change in Control, the Executive may terminate his or her employment for Good Reason. For purposes of this Agreement, “Good Reason Reason” will exist if any one or more of the following occur: (i) Failure by the Company to honor any of its obligations under Sections 4, 5, 6, 6 or 1211; or (ii) Any purported termination by the Company of the Executive's ’s employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4 3 above and, for purposes of this Agreement, no such purported termination shall be effective; or (iii) Failure to elect or reelect or otherwise to maintain the Executive to the office or the position (or a substantially equivalent office or position) in the Company that the Executive held immediately prior to a change Change in controlControl, or the removal of the Executive as a Director of the Company (or any successor thereto) if the Executive shall have been a Director of the Company immediately prior to the change Change in controlControl; or (iv) An adverse change in the compensation or benefits of the Executive or in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the change Change in controlControl, (including but not limited to assignment by the Company to the Executive of duties inconsistent with his or her current positions, duties, responsibilities, and status with the Company or a change of his or her compensation or benefits or his or her reporting responsibilities, titles, or offices currently in effect) without the prior written consent of the Executive, which is not remedied within 10 calendar days after receipt by the Company of written notice from the Executive of such change; or (v) A determination by the Executive made in good faith that as a result of a change Change in control Control and a change in circumstances thereafter significantly affecting his or her position, including without limitation a change in the scope of the business or other activities for which he or she was responsible immediately prior to a change in control, he or she has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the change Change in controlControl, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; or (vi) The Company shall relocate its principal executive offices, or require the Executive to have his or her principal location of work changed, to any location which is in excess of 50 miles from the location thereof immediately prior to the change of control Change in Control or to travel away from his or her office in the course of discharging his or her responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of him or her prior to the change of control Change in Control without, in either case, his or her prior written consent.

Termination of Employment by the Executive for Good Reason. (a) The Executive may terminate his or her employment for Good Reason. For purposes of this Agreement, Good Reason will exist if any one or more of the following occur: (i) Failure by the Company to honor any of its obligations under Sections 5, 6, 7, or 1213; or (ii) Any purported termination by the Company of the Executive's employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4 5 above and, for purposes of this the Agreement, no such purported termination shall be effective; or (iii) Failure to elect or reelect or otherwise to maintain the Executive to the office or the position (or a substantially equivalent office or position) in the Company that the Executive held immediately prior to a change Change in controlControl, or the removal of the Executive as a Director of the Company (or any successor thereto) if the Executive shall have been a Director of the Company immediately prior to the change Change in controlControl; or (iv) An A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the change Change in controlControl, (including but not limited to assignment by the Company to the Executive of duties inconsistent with his or her current positions, duties, responsibilities, and status with the Company or a change of his or her reporting responsibilities, titles, or offices currently in effect) without the prior written consent of the Executive, which is not remedied within 10 calendar days after receipt by the Company of written notice from the Executive of such change; or (v) A determination by the Executive made in good faith that as a result of a change Change in control Control and a change in circumstances thereafter significantly affecting his or her position, including without limitation a change in the scope of the business or other activities for which he or she lie was responsible immediately prior to a change Change in controlControl, he or she has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the change Change in controlControl, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; or (vi) The Company shall relocate its principal executive offices, or require the Executive to have his or her principal location of work changed, to any location which is in excess of 50 100 miles from the location thereof immediately prior to the change of control Change in Control or to travel away from his or her office in the course of discharging his or her responsibilities or duties hereunder significantly more (in terms tents of either consecutive days or aggregate days in any calendar year) than was required of him or her prior to the change of control Change in Control without, in either case, his or her prior written consent.

Termination of Employment by the Executive for Good Reason. Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 5 if any of the following have occurred without the Executive’s written consent (“Good Reason”): (a) The Executive may terminate his or her employment for Good Reason. For purposes of this Agreement, Good Reason will exist if any one or more of the following occur: (i) Failure by the Company to honor any of its obligations under Sections 5, 6, or 12; or (ii) Any purported termination by the Company of material and significant diminution in the Executive's employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4 above and’s title, for purposes of this Agreement, no such purported termination shall be effective; or (iii) Failure to elect or reelect or otherwise to maintain the Executive to the office or the position (or a substantially equivalent office or position) in the Company that the Executive held immediately prior to a change in control, or the removal of the Executive as a Director of the Company (or any successor thereto) if the Executive shall have been a Director of the Company immediately prior to the change in control; or (iv) An adverse change in the nature or scope of the authorities, powers, functions, duties or responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the change in control, (including but not limited to without limitation the assignment by the Company to the Executive of duties inconsistent with his position, or her current positions, duties, a significant adverse alteration of the nature or status of his responsibilities, and status with the Company or a change significant adverse alteration of the conditions of his or her reporting responsibilitiesemployment), titles, or offices currently in effect) without the prior written consent including any failure of the Nominating and Corporate Governance Committee of the Board to nominate the Executive for re-election to the Board of Directors at any annual meeting of the Company’s shareholders while the Executive serves as the Chief Executive Officer of the Company, provided that, at the time of each annual meeting, (i) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive, which is not remedied within 10 calendar days after receipt ’s employment hereunder may be terminated by the Company of written notice from due to disability, (ii) the Company has not notified the Executive of such changeits intention to terminate the Executive’s employment for Cause, and (iii) the Executive has not notified the Company of his intention to resign from his position of Chief Executive Officer of the Company; or (vb) A determination by the Company’s material breach of this Agreement. Notwithstanding the foregoing, the Executive made in good faith shall not be deemed to have terminated this Agreement for Good Reason unless: (y) the Executive terminates this Agreement no later than three (3) months after the initial occurrence of the above referenced event or condition which is the basis for such termination (it being understood that as each instance of any such event shall constitute a result of a change in control separate basis for such termination and a change in circumstances thereafter significantly affecting his separate event or her position, including without limitation a change in condition occurring on the scope date of such instance for purposes of calculating the business or other activities for which he or she was responsible immediately prior to a change in control, he or she has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by three (3)-month period); and (z) the Executive immediately prior to the change in control, which situation is not remedied within 10 calendar days after written notice provides to the Company from a written notice of the existence of the above referenced event or condition which is the basis for the termination within sixty (60) days following the initial existence of such event or condition, and the Company fails to remedy such event or condition within 30 days following the receipt of such notice. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of such determination; or (vi) The Company shall relocate its principal executive offices, or require the Executive to have his or her principal location of work changed, to any location which is in excess of 50 miles from the location thereof immediately prior to the change of control or to travel away from his or her office in the course of discharging his or her responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of him or her prior to the change of control without, in either case, his or her prior written consentthis Agreement as described at Section 7.13.

Termination of Employment by the Executive for Good Reason. Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 5 if any of the following have occurred without the Executive’s written consent (“Good Reason”): (a) The Executive may terminate his or her employment for Good Reason. For purposes of this Agreement, Good Reason will exist if any one or more of the following occur: (i) Failure by the Company to honor any of its obligations under Sections 5, 6, or 12; or (ii) Any purported termination by the Company of material diminution in the Executive's employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4 above and’s title, for purposes of this Agreement, no such purported termination shall be effective; or (iii) Failure to elect or reelect or otherwise to maintain the Executive to the office or the position (or a substantially equivalent office or position) in the Company that the Executive held immediately prior to a change in control, or the removal of the Executive as a Director of the Company (or any successor thereto) if the Executive shall have been a Director of the Company immediately prior to the change in control; or (iv) An adverse change in the nature or scope of the authorities, powers, functions, duties or responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the change in control, (including but not limited to without limitation the assignment by the Company to the Executive of duties inconsistent with his position, or her current positionsa significant adverse alteration of the nature or status of his responsibilities, or a significant adverse alteration of the conditions of his employment), including any failure of the Nominating and Corporate Governance Committee of the Board to nominate the Executive for re-election to the Board of Directors at any annual meeting of the Company’s shareholders during the Term and any failure of the Board of Directors to appoint the Executive as Chairman of the Board following re-election, provided that, at the time of each annual meeting, (a) no determination has been made by the Board that the Executive is unable to perform his duties hereunder due to a disability or other incapacity and it is reasonably certain that the Executive will be unable to resume his duties on a regular full-time basis within 180 days thereafter due to disability, (b) the Company has not notified the Executive of its intention to terminate the Executive’s employment for Cause, and (c) the Executive has not notified the Company of his intention resign from his position of Executive Chairman of the Company; (b) any material diminution in the title, authority, duties, responsibilitiesor responsibilities of the supervisor to whom the Executive is required to report, and status specifically including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board; (c) the occurrence of any of the following: (i) a duplication with the other Company or a change of his or her reporting responsibilities, titles, or offices currently in effect) without the prior written consent personnel of the Executive’s title, authorities, duties or responsibilities; (ii) a significant adverse alteration of the budget over which is not remedied within 10 calendar days after receipt by the Company of written notice from the Executive retains authority; (iii) or a duplication with other Company personnel of such changethe title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, specifically including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board; (d) any reduction of the Executive’s Annual Salary; or (ve) A determination by the Company’s material breach of this Agreement. Notwithstanding the forgoing, the Executive made in good faith shall not be deemed to have terminated this Agreement for Good Reason unless: (y) the Executive terminates this Agreement no later than three (3) months after the initial occurrence of the above referenced event or condition which is the basis for such termination (it being understood that as each instance of any such event shall constitute a result of a change in control separate basis for such termination and a change in circumstances thereafter significantly affecting his separate event or her position, including without limitation a change in condition occurring on the scope date of such instance for purposes of calculating the business or other activities for which he or she was responsible immediately prior to a change in control, he or she has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by three (3)-month period); and (z) the Executive immediately prior to the change in control, which situation is not remedied within 10 calendar days after written notice provides to the Company from a written notice of the existence of the above referenced event or condition which is the basis for the termination within sixty (60) days following the initial existence of such event or condition, and the Company fails to remedy such event or condition within 30 days following the receipt of such notice. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rights or obligations hereunder except for the surviving provisions of such determination; or (vi) The Company shall relocate its principal executive offices, or require the Executive to have his or her principal location of work changed, to any location which is in excess of 50 miles from the location thereof immediately prior to the change of control or to travel away from his or her office in the course of discharging his or her responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of him or her prior to the change of control without, in either case, his or her prior written consentthis Agreement as described at Section 7.15.

Termination of Employment by the Executive for Good Reason. (a) The Upon the occurrence of a Change in Control, the Executive may terminate his or her employment for Good Reason. For purposes of this Agreement, "Good Reason Reason" will exist if any one or more of the following occur: (i) Failure by the Company to honor any of its obligations under Sections 4, 5, 6, or 1211; or (ii) Any purported termination by the Company of the Executive's employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4 3 above and, for purposes of this Agreement, no such purported termination shall be effective; or (iii) Failure to elect or reelect or otherwise to maintain the Executive to the office or the position (or a substantially equivalent office or position) in the Company that the Executive held immediately prior to a change Change in controlControl, or the removal of the Executive as a Director of the Company (or any successor thereto) if the Executive shall have been a Director of the Company immediately prior to the change Change in controlControl; or (iv) An adverse change in the compensation or benefits of the Executive or in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the change Change in controlControl, (including but not limited to assignment by the Company to the Executive of duties inconsistent with his or her current positions, duties, responsibilities, and status with the Company or a change of his or her compensation or benefits or his or her reporting responsibilities, titles, or offices currently in effect) without the prior written consent of the Executive, which is not remedied within 10 calendar days after receipt by the Company of written notice from the Executive of such change; or (v) A determination by the Executive made in good faith that as a result of a change Change in control Control and a change in circumstances thereafter significantly affecting his or her position, including without limitation a change in the scope of the business or other activities for which he or she was responsible immediately prior to a change in control, he or she has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the change Change in controlControl, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; or (vi) The Company shall relocate its principal executive offices, or require the Executive to have his or her principal location of work changed, to any location which is in excess of 50 miles from the location thereof immediately prior to the change of control Change in Control or to travel away from his or her office in the course of discharging his or her responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of him or her prior to the change of control Change in Control without, in either case, his or her prior written consent.

Termination of Employment by the Executive for Good Reason. (a) The Executive may terminate his or her employment for Good Reason. For purposes of this Agreement, Good Reason will exist if any one or more of the following occur: (i) Failure by the Company to honor any of its obligations under Sections 5, 6, 12, or 1213; or (ii) Any purported termination by the Company of the Executive's employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4 above and, for purposes of this Agreement, no such purported termination shall be effective; or (iii) Failure to elect or reelect or otherwise to maintain the Executive to or in the office or the position (or a substantially equivalent office or position) in the Company that the Executive held immediately prior to a change in controlChange of Control of the Company having been deemed to occur, or the removal of the Executive as a Director of the Company (or any successor thereto) if the Executive shall have been a Director of the Company immediately prior to the change in controlChange of Control of the Company having been deemed to occur; or (iv) An A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities (including reporting responsibilities), or duties attached to the position with the Company which the Executive held immediately prior to the change in control, (including but not limited to assignment by Change of Control of the Company having been deemed to the Executive of duties inconsistent with his or her current positionsoccur, duties, responsibilities, and status with the Company or a change of his or her reporting responsibilities, titles, or offices currently in effect) without the prior written consent of the Executive, which is not remedied within 10 calendar days after receipt by the Company of written notice from the Executive of such change; or (v) A determination by the Executive made in good faith that as a result of a change in control Change of Control of the Company having been deemed to occur and a change in circumstances thereafter significantly affecting his or her position, including without limitation a change in the scope of the business or other activities for which he or she was responsible immediately prior to a change in controlChange of Control of the Company having been deemed to occur, he or she has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the change in controlChange of Control of the Company having been deemed to occur, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; or (vi) The Company shall relocate its principal executive offices, or require the Executive to have his or her principal location of work changed, to any location which is in excess of 50 miles from the location thereof immediately prior to the change of control of the Company having been deemed to occur or to travel away from his or her office in the course of discharging his or her responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of him or her prior to the change of control of the Company having been deemed to occur without, in either case, his or her prior written consent; or (vii) the cessation of the Company's status as a corporation the stock of which is publicly traded on a national securities exchange.

Termination of Employment by the Executive for Good Reason. Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 6 if any of the following have occurred without the Executive’s written consent (“Good Reason”): (a) The any material diminution in the Executive’s title, authorities, duties or responsibilities (including without limitation the assignment of duties inconsistent with her position, the imposition of a requirement that the Executive may terminate his report directly to any person other than the Chief Executive Officer or the President, a significant adverse alteration of the nature or status of her employment for Good Reason. For purposes responsibilities, or a significant adverse alteration of the conditions of her employment); (b) after there has occurred a Change in Control, any of the following has occurred: (i) a duplication with other Company, including any successor entity, personnel of the Executive’s title, authorities, duties or responsibilities; or (ii) a duplication with other Company personnel of the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report; (c) any reduction of the Executive’s Annual Salary (other than a reduction that is made as part of a broader set of changes to the Company’s executive compensation program and that is applied consistently to all members of the Company’s senior management team); (d) the Company’s material breach of this Agreement, Good Reason will exist if any one or more of the following occur:; or (ie) Failure a determination by the Company to honor any of relocate its obligations under Sections 5, 6, or 12; or corporate headquarters to a new location that is more than fifty (ii50) Any purported termination by miles from the Company current address of the Executive's employment Company’s corporate headquarters in Scottsdale, Arizona. Notwithstanding the forgoing, the Executive shall not be deemed to have terminated this Agreement for Good Reason unless: (y) the Executive terminates this Agreement no later than six (6) months following the initial existence of the above referenced event or condition which is the basis for such termination (it being understood that is not effected pursuant to each instance of any such event shall constitute a Notice separate basis for such termination and a separate event or condition occurring on the date of Termination satisfying the requirements of Section 4 above and, such instance for purposes of this Agreement, no such purported termination shall be effectivecalculating the six- (6)-month period); or and (iiiz) Failure to elect or reelect or otherwise to maintain the Executive provides to the office Company a written notice of the existence of the above referenced event or condition which is the position basis for the termination within sixty (60) days following the initial existence of such event or a substantially equivalent office or position) in condition, and the Company that fails to remedy such event or condition within 30 days following the Executive held immediately prior to a change in control, or the removal receipt of the Executive as a Director such notice. This Agreement shall otherwise terminate upon such termination of the Company (or any successor thereto) if employment and the Executive shall have been a Director no further rights or obligations hereunder except for the surviving provisions of the Company immediately prior to the change this Agreement as described in control; or (iv) An adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the change in control, (including but not limited to assignment by the Company to the Executive of duties inconsistent with his or her current positions, duties, responsibilities, and status with the Company or a change of his or her reporting responsibilities, titles, or offices currently in effect) without the prior written consent of the Executive, which is not remedied within 10 calendar days after receipt by the Company of written notice from the Executive of such change; or (v) A determination by the Executive made in good faith that as a result of a change in control and a change in circumstances thereafter significantly affecting his or her position, including without limitation a change in the scope of the business or other activities for which he or she was responsible immediately prior to a change in control, he or she has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the change in control, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; or (vi) The Company shall relocate its principal executive offices, or require the Executive to have his or her principal location of work changed, to any location which is in excess of 50 miles from the location thereof immediately prior to the change of control or to travel away from his or her office in the course of discharging his or her responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of him or her prior to the change of control without, in either case, his or her prior written consentSection 8.14.

Termination of Employment by the Executive for Good Reason. (a) The Executive may terminate his or her employment for Good Reason. For purposes of this Agreement, Good Reason will exist if any one or more of the following occur: (i) Failure by the Company to honor any of its obligations under Sections 5, 6, or 1213; or (ii) Any purported termination by the Company of the Executive's employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4 above and, for purposes of this Agreement, no such purported termination shall be effective; or (iii) Failure to elect or reelect or otherwise to maintain the Executive to the office or the position (or a substantially equivalent office or position) in the Company that the Executive held immediately prior to a change Change in controlControl, or the removal of the Executive as a Director of the Company (or any successor thereto) if the Executive shall have been a Director of the Company immediately prior to the change Change in controlControl; or (iv) An A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the change Change in controlControl, (including but not limited to assignment by the Company to the Executive of duties inconsistent with his or her current positions, duties, responsibilities, and status with the Company or a change of his or her reporting responsibilities, titles, or offices currently in effect) without the prior written consent of the Executive, which is not remedied within 10 calendar days after receipt by the Company of written notice from the Executive of such change; or (v) A determination by the Executive made in good faith that as a result of a change Change in control Control and a change in circumstances thereafter significantly affecting his or her position, including without limitation a change in the scope of the business or other activities for which he or she was responsible immediately prior to a change Change in controlControl, he or she has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the change Change in controlControl, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; or (vi) The Company shall relocate its principal executive offices, or require the Executive to have his or her principal location of work changed, to any location which is in excess of 50 25 miles from the location thereof immediately prior to the change of control Change in Control or to travel away from his or her office in the course of discharging his or her responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of him or her prior to the change of control Change in Control without, in either case, his or her prior written consent.