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

Termination of Employment by the Executive for Good Reason. (1) The Executive may terminate his employment for Good Reason. For purposes of this Agreement, Good Reason will exist if any one or more of the following occur: (a) Failure by the Company to honor any of its obligations under Sections III.B.2. (assignment of duties, responsibilities, etc., election to positions), III.C. (place of employment), III.D. (compensation), III.E. (benefit plans), VI (security) or VIII.A. (successors); or (b) 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 IV.A. above and, for purposes of this Agreement, no such purported termination shall be effective; or (c) The issuance by or on behalf of the Company, on or after a change in control of the Company (as defined in Section VI hereof), of a Notice of Termination described in the third sentence of Section IV.A.(1) hereof which specifies that such Notice of Termination is given for the purpose of terminating this Agreement and which does not serve to terminate the Executive's employment with the Company substantially concurrently therewith; or (d) Voluntary resignation by the Executive at any time during the ninety-day period commencing on the first anniversary of a change in control of the Company (as defined in Section VI hereof).

Termination of Employment by the Executive for Good Reason. (1) The Executive may terminate his employment for Good Reason. For purposes of this Agreement, Good Reason will exist if any one or more of the following occur: (a) Failure by the Company to honor any of its obligations under Sections III.B.2. (assignment of duties, responsibilities, etc., election to positions), III.C. (place of employment), III.D. (compensation), III.E. (benefit plans), VI (security) or VIII.A. (successors); or (b) 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 IV.A. above and, for purposes of this Agreement, no such purported termination shall be effective; or (c) The issuance by or on behalf of the Company, on or after a change in control of the Company (as defined in Section VI hereof), of a Notice of Termination described in the third sentence of Section IV.A.(1) hereof which specifies that such Notice of Termination is given for the purpose of terminating this Agreement and which does not serve to terminate the Executive's employment with the Company substantially concurrently therewith; oror 13 216 (d) Voluntary resignation by the Executive at any time during the ninety-day period commencing on the first anniversary of a change in control of the Company (as defined in Section VI hereof).