Common use of Termination of Employment With Good Reason Clause in Contracts

Termination of Employment With Good Reason. In addition to any other remedies available to Executive at law, in equity or as set forth in this Agreement, Executive shall have the right during the Term, upon written notice to the Company, to terminate his employment hereunder upon the occurrence of any of the following events without the prior written consent of Executive: (a) a reduction in Executive’s then current Base Salary; (b) the relocation by the Company of Executive’s principal place of employment to a location more than 35 miles from Executive’s principal place of employment prior to such relocation, (c) a breach by the Company of any material provision of this Agreement, or (d) following a Change in Control, the failure of the Company and the Executive, within twelve months following the date of such Change in Control or the remainder of the Term, whichever is shorter (the “Negotiation Period”), to execute a new employment agreement upon terms that are mutually acceptable to Executive and the Company (in each party’s sole and absolute discretion) governing the terms and conditions of Executive’s employment relationship with the Company (a “Termination With Good Reason”). Notwithstanding the foregoing, no purported Termination With Good Reason pursuant to Section 4.3(a), (b) or (c) shall be effective unless all of the following provisions shall have been complied with: (i) the Company shall be given written notice by Executive of the intention to effect a Termination With Good Reason, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Good Reason is based and to be given no later than ninety (90) days after Executive first learns of such circumstances; and (ii) the Company shall have fifteen (15) days after receiving such notice in which to cure such grounds, to the extent such cure is possible. With respect to a Termination With Good Reason pursuant to Section 4.3(d), no purported Termination With Good Reason shall be effective unless, within ninety (90) days following the expiration of the Negotiation Period, Executive delivers to the Company written notice of Executive’s intention to effect a Termination With Good Reason effective on the 30th day following delivery of such notice (even if such date occurs after the natural expiration of the Term). In the event that a Termination With Good Reason occurs, then, subject to Sections 4.5 and 4.6 below, Executive shall have the same entitlement to the amounts and benefits as provided under Section 4.2 for a Termination Without Cause. Executive acknowledges that the payments and benefits referred to in this Section 4.3, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive’s employment under this Section 4.3, constitute the only payments which Executive shall be entitled to receive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.3, and the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employment.

Termination of Employment With Good Reason. In addition to any other remedies available to Executive at law, in equity or as set forth in this Agreement, Executive shall have the right during the Term, upon written notice to the Company, to terminate his employment hereunder upon the occurrence of any of the following events without the prior written consent of Executive: (a) a material reduction in Executive’s then current Base Salary; (b) the relocation by the Company of a material reduction in Executive’s principal place of employment to a location more than 35 miles from Executive’s principal place of employment prior to such relocationauthority, duties or responsibilities with the Company; (c) a material change in the office or location at which Executive is required to perform services hereunder, or (d) a material breach by the Company of any material provision of this Agreement, or (d) following a Change in Control, the failure of the Company and the Executive, within twelve months following the date of such Change in Control or the remainder of the Term, whichever is shorter (the “Negotiation Period”), to execute a new employment agreement upon terms that are mutually acceptable to Executive and the Company (in each party’s sole and absolute discretion) governing the terms and conditions of Executive’s employment relationship with the Company Agreement (a “Termination With Good Reason”). Notwithstanding the foregoing, no purported Termination With Good Reason pursuant to this Section 4.3(a), (b) or (c) 4.3 shall be effective unless all of the following provisions shall have been complied with: (i) Executive shall give the Company shall be given a written notice by Executive of the Executive’s intention to effect a Termination With Good Reason, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Good Reason is based and to be given no later than ninety (90) days after Executive first learns the initial occurrence of such circumstances; and (ii) the Company shall have fifteen thirty (1530) days after receiving such notice in which to cure such grounds, to the extent such cure is possible. With respect ; and (iii) if the Company fails to a Termination With Good Reason pursuant to Section 4.3(d), no purported Termination With Good Reason shall be effective unless, cure such grounds within ninety (90) days following the expiration of the Negotiation Periodsuch 30-day period, Executive delivers to the Company written notice of Executive’s intention to effect a Termination With Good Reason effective terminates his employment hereunder on the 30th last day following delivery of such notice (even if such date occurs after the natural expiration of the Term)30-day period. In the event that a Termination With Good Reason occurs, then, subject to Sections 4.5 4.5, 4.6, 4.7, 4.10 and 4.6 5.3 below, Executive shall have the same entitlement to the amounts and benefits as provided under Section 4.2 for a Termination Without Cause. Executive acknowledges that the payments and benefits referred to in this Section 4.3, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive’s employment under this Section 4.3, constitute the only payments which Executive shall be entitled to receive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.3, and the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employment.

Termination of Employment With Good Reason. In addition to any other remedies available to Executive at law, in equity or as set forth in this Agreement, Executive shall have the right during the Term, upon written notice to the Company, to terminate his employment hereunder upon the occurrence of any of the following events events: (a) a material diminution in Executive’s then current Base Salary without the prior written consent of Executive: (a) a reduction in Executive’s then current Base Salary; (b) the relocation by the Company requires Executive to devote a majority of Executive’s time to the performance of duties that are materially inconsistent with the status of Executive’s position with the Company as set forth in this Agreement; (c) the Company relocates the principal place office at which Executive performs services on behalf of employment the Company to a location more than 35 75 miles from Executive’s principal place of employment prior to such relocation, its present location; or (cd) a material breach by the Company of any material provision of this Agreement, or (d) following a Change in Control, Agreement without the failure prior written consent of the Company and the Executive, within twelve months following the date of such Change in Control or the remainder of the Term, whichever is shorter (the “Negotiation Period”), to execute a new employment agreement upon terms that are mutually acceptable to Executive and the Company (in each party’s sole and absolute discretion) governing the terms and conditions of Executive’s employment relationship with the Company (a “Termination With Good Reason”). Notwithstanding the foregoing, no purported Termination With Good Reason pursuant to this Section 4.3(a), (b) or (c) 4.3 shall be effective unless all of the following provisions shall have been complied with: (i) Executive shall give the Company shall be given a written notice by Executive of the Executive’s intention to effect a Termination With Good Reason, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Good Reason is based and to be given no later than ninety (90) days after Executive first learns the initial occurrence of such circumstances; and (ii) the Company shall have fifteen thirty (1530) days after receiving such notice in which to cure such grounds, to the extent such cure is possible. With respect ; and (iii) if the Company fails to a Termination With Good Reason pursuant to Section 4.3(d), no purported Termination With Good Reason shall be effective unless, cure such grounds within ninety (90) days following the expiration of the Negotiation Periodsuch 30-day period, Executive delivers to the Company written notice of Executive’s intention to effect a Termination With Good Reason effective terminates his employment hereunder on the 30th last day following delivery of such notice (even if such date occurs after the natural expiration of the Term)30-day period. In the event that a Termination With Good Reason occurs, then, subject to Sections 4.5 4.6, 4.7, 4.8, 4.9, 5.3 and 4.6 5.4 below, Executive shall have the same entitlement to the amounts and benefits as provided under Section 4.2 for a Termination Without Cause. Executive acknowledges that the payments and benefits referred to in this Section 4.3, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive’s employment under this Section 4.3, constitute the only payments which Executive shall be entitled to receive from the Company or any of its Affiliates hereunder in the event of any termination of his employment pursuant to this Section 4.3, and the Company and its Affiliates shall have no further liability or obligation to him hereunder or otherwise in respect of his employment.

Termination of Employment With Good Reason. In addition to any other remedies available to Executive at law, in equity or as set forth in this Agreement, Executive shall have the right during the Term, upon written notice to the Company, to terminate his employment hereunder upon for "Good Reason" (as defined below) (a "Termination With Good Reason"). For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following events without the prior written consent of Executive: (a) a reduction material diminution in Executive’s 's then current Base Salary; (b) the relocation by Company's requirement of Executive to devote a majority of Executive's time to the performance of duties that are materially and negatively inconsistent with the duties and responsibilities of Executive's position with the Company as set forth in this Agreement; (c) the Company relocates the principal office at which Executive performs services on behalf of Executive’s principal place the Company as of employment the Commencement Date to a location that is more than 35 50 miles from Executive’s principal place of employment prior to such relocation, its present location; or (cd) a material breach by the Company of any material provision of this Agreement, or (d) following a Change in Control, the failure of the Company and the Executive, within twelve months following the date of such Change in Control or the remainder of the Term, whichever is shorter (the “Negotiation Period”), to execute a new employment agreement upon terms that are mutually acceptable to Executive and the Company (in each party’s sole and absolute discretion) governing the terms and conditions of Executive’s employment relationship with the Company (a “Termination With Good Reason”). Notwithstanding the foregoing, no purported Termination With Good Reason pursuant to this Section 4.3(a), (b) or (c) 4.3 shall be effective unless all of the following provisions shall have been complied with: (i) Executive shall give the Company shall be given a written notice by Executive of the Executive's intention to effect a Termination With Good Reason, such notice to state in detail the particular circumstances circumstance(s) that constitute the grounds on which the proposed Termination With Good Reason is based and to be given to the Company no later than ninety (90) days after Executive first learns the initial occurrence of such circumstances; and (ii) the Company shall have fifteen thirty (1530) days after receiving such notice in which to cure such groundscircumstance(s), to the extent such cure is possible. With respect ; and (iii) if the Company fails to a Termination With Good Reason pursuant to Section 4.3(d), no purported Termination With Good Reason shall be effective unless, cure such circumstance(s) within ninety (90) days following the expiration of the Negotiation Periodsuch 30-day period, Executive delivers to the Company written notice of Executive’s intention to effect a Termination With Good Reason effective terminates his employment hereunder on the 30th last day following delivery of such notice (even if such date occurs after the natural expiration of the Term). In the event that a Termination With Good Reason occurs, then, subject to Sections 4.5 and 4.6 below, Executive shall have the same entitlement to the amounts and benefits as provided under Section 4.2 for a Termination Without Cause. Executive acknowledges that the payments and benefits referred to in this Section 4.3, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive’s employment under this Section 4.3, constitute the only payments which Executive shall be entitled to receive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.3, and the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employment30-day period.

Termination of Employment With Good Reason. In addition to any other remedies available to Executive at law, in equity or as set forth in this Agreement, Executive shall have the right during the Term, upon written notice to the Company, to terminate his employment hereunder upon the occurrence of any of the following events without the prior written consent of Executive: (a) a reduction in Executive’s then current Base Salary; (b) the relocation by the Company of Executive’s principal place of employment to a location more than 35 miles from Executive’s principal place of employment prior to such relocation, without Executive’s consent, or (c) a breach by the Company of any material provision of this Agreement, or (d) following a Change in Control, the failure of the Company and the Executive, within twelve months following the date of such Change in Control or the remainder of the Term, whichever is shorter (the “Negotiation Period”), to execute a new employment agreement upon terms that are mutually acceptable to Executive and the Company (in each party’s sole and absolute discretion) governing the terms and conditions of Executive’s employment relationship with the Company Agreement (a “Termination With Good Reason”). For the avoidance of doubt, the change in Executive’s position as described in Section 1.1 shall not give rise to an event constituting a Termination With Good Reason. Notwithstanding the foregoing, no purported Termination With Good Reason pursuant to Section 4.3(a), (b) or (c) shall be effective unless all of the following provisions shall have been complied with: (i) the Company shall be given written notice by Executive of the intention to effect a Termination With Good Reason, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Good Reason is based and to be given no later than ninety (90) days after Executive first learns the initial occurrence of such circumstances; and (ii) the Company shall have fifteen thirty (1530) days after receiving such notice in which to cure such grounds, to the extent such cure is possible. With respect possible and (iii) if the Company fails to a Termination With Good Reason pursuant to Section 4.3(d), no purported Termination With Good Reason shall be effective unless, cure such grounds within ninety (90) days following the expiration of the Negotiation Periodsuch 30-day period, Executive delivers to the Company written notice of Executive’s intention to effect a Termination With Good Reason effective terminates his employment hereunder on the 30th last day following delivery of such notice (even if such date occurs after the natural expiration of the Term)30-day period. In the event that a Termination With Good Reason occurs, then, subject to Sections 4.5 4.5, 4.6, 4.7 and 4.6 5.3 below, Executive shall have the same entitlement to the same amounts and benefits as provided under Section 4.2 for a Termination Without Cause. Executive acknowledges that the payments and benefits referred to in this Section 4.3, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive’s employment under this Section 4.3, constitute the only payments which Executive shall be entitled to receive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.3, and the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employment.

Termination of Employment With Good Reason. In addition to any other remedies available to Executive at law, in equity or as set forth in this Agreement, Executive shall have the right during the Term, upon written notice to the Company, to terminate his employment hereunder upon the occurrence of any of the following events events: (a) a material diminution in Executive’s then current Base Salary without the prior written consent of Executive: (a) a reduction in Executive’s then current Base Salary; or (b) the relocation by the Company of Executive’s principal place of employment to a location more than 35 miles from Executive’s principal place of employment prior to such relocation, (c) a material breach by the Company of any material provision of this Agreement, or (d) following a Change in Control, Agreement without the failure prior written consent of the Company and the Executive, within twelve months following the date of such Change in Control or the remainder of the Term, whichever is shorter (the “Negotiation Period”), to execute a new employment agreement upon terms that are mutually acceptable to Executive and the Company (in each party’s sole and absolute discretion) governing the terms and conditions of Executive’s employment relationship with the Company (a “Termination With Good Reason”). Notwithstanding the foregoing, no purported Termination With Good Reason pursuant to this Section 4.3(a), (b) or (c) 4.3 shall be effective unless all of the following provisions shall have been complied with: (i) Executive shall give the Company shall be given a written notice by Executive of the Executive’s intention to effect a Termination With Good Reason, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Good Reason is based and to be given no later than ninety (90) days after Executive first learns the initial occurrence of such circumstances; and (ii) the Company shall have fifteen thirty (1530) days after receiving such notice in which to cure such grounds, to the extent such cure is possible. With respect ; and (iii) if the Company fails to a Termination With Good Reason pursuant to Section 4.3(d), no purported Termination With Good Reason shall be effective unless, cure such grounds within ninety (90) days following the expiration of the Negotiation Periodsuch 30-day period, Executive delivers to the Company written notice of Executive’s intention to effect a Termination With Good Reason effective terminates his employment hereunder on the 30th last day following delivery of such notice (even if such date occurs after the natural expiration of the Term)30-day period. In the event that a Termination With Good Reason occurs, then, subject to Sections 4.5 4.5, 4.6, 4.7, 4.9 and 4.6 5.3 below, Executive shall have the same entitlement to the amounts and benefits as provided under Section 4.2 for a Termination Without Cause. Executive acknowledges that the payments and benefits referred to in this Section 4.3, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive’s employment under this Section 4.3, constitute the only payments which Executive shall be entitled to receive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.3, and the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employment.

Termination of Employment With Good Reason. In addition to any other remedies available to Executive Employee at law, in equity or as set forth in this Agreement, Executive Employee shall have the right during the Term, upon written notice to the Company, to terminate his employment hereunder upon the occurrence of any of the following events without the prior written consent of ExecutiveEmployee: (a) a reduction in Executive’s Employee's then current Base SalaryCompensation; or (b) the relocation by the Company of Executive’s principal place of employment to a location more than 35 miles from Executive’s principal place of employment prior to such relocation, (c) a breach by the Company of any material provision of this Agreement, or (d) following a Change in Control, the failure of the Company and the Executive, within twelve months following the date of such Change in Control or the remainder of the Term, whichever is shorter (the “Negotiation Period”), to execute a new employment agreement upon terms that are mutually acceptable to Executive and the Company (in each party’s sole and absolute discretion) governing the terms and conditions of Executive’s employment relationship with the Company Agreement (a “"Termination With Good Reason”"). Notwithstanding the foregoing, no purported Termination With Good Reason pursuant to this Section 4.3(a), (b) or (c7(c) shall be effective unless all of the following provisions shall have been complied with: (i) the Company shall be given written notice by Executive Employee of the intention to effect a Termination With Good Reason, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Good Reason is based and to be given no later than ninety (90) days after Executive Employee first learns of such circumstances; and (ii) the Company shall have fifteen (15) days after receiving such notice in which to cure such grounds, to the extent such cure is possible. With respect to a Termination With Good Reason pursuant to Section 4.3(d), no purported Termination With Good Reason shall be effective unless, within ninety (90) days following the expiration of the Negotiation Period, Executive delivers to the Company written notice of Executive’s intention to effect a Termination With Good Reason effective on the 30th day following delivery of such notice (even if such date occurs after the natural expiration of the Term). In the event that a Termination With Good Reason occurs, then, subject to Sections 4.5 and 4.6 Section 7(f) below, Executive Employee shall have the same entitlement to the amounts and benefits as provided under Section 4.2 7(b) for a Termination Without Cause. Executive Employee acknowledges that the payments and benefits referred to in both Section 3(b) and this Section 4.37, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive’s Employee's employment under this Section 4.37(c), constitute the only payments which Executive Employee shall be entitled to receive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.37(c), and the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employment.

Termination of Employment With Good Reason. In addition to any other remedies available to Executive at law, in equity or as set forth in this Agreement, Executive shall have the right during During the Term, upon written notice to the Company, to ------------------------------------------ Executive may terminate his employment hereunder upon the occurrence of any of the following events without the prior written consent of Executive: (a) a reduction in Executive’s then current Base Salary; (b) the relocation by the Company of Executive’s principal place of employment to a location more than 35 miles from Executive’s principal place of employment prior to such relocation, (c) a breach by the Company of any material provision for Good Reason. For purposes of this Agreement, or (d) following a Change in Control, Good Reason shall mean the failure of the Company and the assignment to Executive, within twelve months following subsequent to the date of this Agreement and without Executive's express written consent, of duties that are materially inconsistent with the position and duties identified in Section 1.3 of this Agreement; provided, however, that Executive -------- ------- shall give the Company written notice prior to terminating his employment hereunder for Good Reason and the Company shall thereafter have thirty (30) days after receipt of notice to cure such Change condition. In the event Executive terminates his employment hereunder for Good Reason, the Company shall pay Executive an amount equal to the sum of the following: (a) any Base Salary and vacation time accrued but unpaid as of the date of termination; (b) an amount equal to Executive's monthly Base Salary in Control effect on the date of termination for the lesser of (i) six (6) months or (ii) the remainder of the Term, whichever is shorter payable as and when such amounts would have been due and payable hereunder had such termination not occurred (the “Negotiation "Severance Period”"), to execute a new employment agreement upon terms that are mutually acceptable to Executive and the Company (in each party’s sole and absolute discretion) governing the terms and conditions of Executive’s employment relationship with the Company (a “Termination With Good Reason”). Notwithstanding the foregoing, no purported Termination With Good Reason pursuant to Section 4.3(a), (b) or ; and (c) shall be effective unless all of the following provisions shall have been complied with: (i) any reimbursement for expenses incurred in accordance with Section 3.2. In addition, the Company shall be given written notice by Executive use its best efforts to arrange for the continuation, through the Severance Period, of such health and/or medical benefits or plans as are in effect as of the intention to effect a Termination With Good Reasondate of termination, if and only if permissible under such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Good Reason is based and to be given no later than ninety (90) days after Executive first learns of such circumstances; and (ii) plans. If not so permissible, the Company shall have fifteen (15) days after receiving such notice in which pay to cure such grounds, Executive an amount sufficient to enable Executive to arrange for substantially equivalent health and/or medical coverage during the extent such cure is possible. With respect to a Termination With Good Reason pursuant to Section 4.3(d), no purported Termination With Good Reason shall be effective unless, within ninety (90) days following the expiration of the Negotiation Severance Period, Executive delivers to the Company written notice of Executive’s intention to effect a Termination With Good Reason effective on the 30th day following delivery of such notice (even if such date occurs after the natural expiration of the Term). In the event that a Termination With Good Reason occurs, then, subject to Sections 4.5 and 4.6 below, Executive shall have the same entitlement to the amounts and benefits as provided under Section 4.2 for a Termination Without Cause. Executive acknowledges that the payments and benefits referred to in this Section 4.3, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive’s 's employment under this Section 4.3, constitute the only payments which Executive shall be entitled to receive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.3, and that except for such payments or benefits the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employment. Executive shall use all reasonable efforts to obtain other comparable employment or become comparably self-employed as promptly as possible. If Executive secures other employment or becomes self-employed during the Severance Period, the Company's obligations under this Section 4.3 shall be reduced by the earnings from such employment or self-employment received by Executive. During the Severance Period, Executive will notify the Company in writing of any offer of employment within 10 days of Executive's receipt of same. In addition, Executive will notify the Company in writing within 10 days if Executive becomes employed or self-employed during the Severance Period. If Executive's employment is terminated under this Section 4.3, then all Options (as defined in Section 3.7 above) shall vest (if they have not already done so) and shall become immediately exercisable and shall remain exercisable until the expiration of their terms, except as otherwise expressly required by the Plan (as defined in Section 3.7 above).

Termination of Employment With Good Reason. In addition to any other remedies available to Executive at law, in equity or as set forth in this Agreement, Executive shall have the right during the Term, upon written notice to the Company, to terminate his employment hereunder upon the occurrence of any of the following events without the prior written consent of Executive: (a) a reduction material diminution in Executive’s then current Base Salary; (b) the relocation by the Company requires Executive to devote a majority of Executive’s time to the performance of duties that are materially inconsistent with the status of Executive’s position with the Company as set forth in this Agreement; (c) the Company relocates the principal place office at which Executive performs services on behalf of employment the Company to a location more than 35 50 miles from Executive’s principal place of employment prior to such relocation, its present location; or (cd) a material breach by the Company of any material provision of this Agreement, or (d) following a Change in Control, the failure of the Company and the Executive, within twelve months following the date of such Change in Control or the remainder of the Term, whichever is shorter (the “Negotiation Period”), to execute a new employment agreement upon terms that are mutually acceptable to Executive and the Company (in each party’s sole and absolute discretion) governing the terms and conditions of Executive’s employment relationship with the Company Agreement (a “Termination With Good Reason”). For purposes of clarity and the avoidance of doubt, the parties acknowledge and agree that Executives rights hereunder shall continue to apply notwithstanding any assignment of this Agreement pursuant to Section 6.2.2. Notwithstanding the foregoing, no purported Termination With Good Reason pursuant to this Section 4.3(a), (b) or (c) 4.3 shall be effective unless all of the following provisions shall have been complied with: (i) Executive shall give the Company shall be given a written notice by Executive of the Executive’s intention to effect a Termination With Good Reason, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Good Reason is based and to be given no later than ninety (90) days after Executive first learns the initial occurrence of such circumstances; and (ii) the Company shall have fifteen thirty (1530) days after receiving such notice in which to cure such grounds, to the extent such cure is possible. With respect ; and (iii) if the Company fails to a Termination With Good Reason pursuant to Section 4.3(d), no purported Termination With Good Reason shall be effective unless, cure such grounds within ninety (90) days following the expiration of the Negotiation Periodsuch 30-day period, Executive delivers to the Company written notice of Executive’s intention to effect a Termination With Good Reason effective terminates his employment hereunder on the 30th last day following delivery of such notice (even if such date occurs after the natural expiration of the Term)30-day period. In the event that a Termination With Good Reason occurs, then, subject to Sections 4.5 4.6, 4.7, 4.8, 5.3 and 4.6 5.4 below, Executive shall have the same entitlement to the amounts and benefits as provided under Section 4.2 for a Termination Without Cause. Executive acknowledges that the payments and benefits referred to in this Section 4.3, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive’s employment under this Section 4.3, constitute the only payments which Executive shall be entitled to receive from the Company or any of its Affiliates hereunder in the event of any termination of his employment pursuant to this Section 4.3, and the Company and its Affiliates shall have no further liability or obligation to him hereunder or otherwise in respect of his employment.

Termination of Employment With Good Reason. In addition to any other remedies available to Executive at law, in equity or as set forth in this Agreement, Executive shall have the right during the Term, upon written notice to the Company, to terminate his employment hereunder upon the occurrence of any of the following events without the prior written consent of Executive: (a) a reduction in Executive’s 's then current Base Salary; or (b) the relocation by the Company of Executive’s principal place of employment to a location more than 35 miles from Executive’s principal place of employment prior to such relocation, (c) a breach by the Company of any material provision of this AgreementAgreement (e.g., or (d) following a Change material change in ControlExecutive's responsibilities, the failure which change is inconsistent with his position as President of the Company Company's broadcasting and the Executive, within twelve months following the date of such Change in Control or the remainder of the Term, whichever is shorter (the “Negotiation Period”), to execute a new employment agreement upon terms that are mutually acceptable to Executive and the Company (in each party’s sole and absolute discretioncontent distribution division) governing the terms and conditions of Executive’s employment relationship with the Company (a “"Termination With Good Reason”"). Notwithstanding the foregoing, no purported Termination With Good Reason pursuant to this Section 4.3(a), (b) or (c) 4.3 shall be effective unless all of the following provisions shall have been complied with: (i) the Company shall be given written notice by Executive of the intention to effect a Termination With Good Reason, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Good Reason is based and to be given no later than ninety (90) days after Executive first learns of such circumstances; and (ii) the Company shall have fifteen (15) days after receiving such notice in which to cure such grounds, to the extent such cure is possible. With respect to a Termination With Good Reason pursuant to Section 4.3(d), no purported Termination With Good Reason shall be effective unless, within ninety (90) days following the expiration of the Negotiation Period, Executive delivers to the Company written notice of Executive’s intention to effect a Termination With Good Reason effective on the 30th day following delivery of such notice (even if such date occurs after the natural expiration of the Term). In the event that a Termination With Good Reason occurs, then, subject to Sections 4.5 and Section 4.6 below, Executive shall have the same entitlement to the amounts and benefits as provided under Section 4.2 for a Termination Without Cause; provided, however, that in the event of a Termination With Good Reason by Executive due to a reduction in Executive's then current Base Salary, the Severance Payment (as that term is defined in Section 4.2(b)) shall be calculated based upon Executive's monthly Base Salary in effect prior to such reduction, rather than Executive's monthly Base Salary in effect on the date of termination. Executive acknowledges that the payments and benefits referred to in both Section 3.5 and this Section 4.3, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive’s 's employment under this Section 4.3, constitute the only payments which Executive shall be entitled to receive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.3, and the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employment.

Termination of Employment With Good Reason. In addition to any other remedies available to Executive at law, in equity or as set forth in this Agreement, Executive shall have the right during the Term, upon written notice to the Company, to terminate his employment hereunder upon the occurrence of any of the following events without the prior written consent of Executive: (a) a reduction in Executive’s then current Base SalarySalary or level of Target Bonus; (b) the relocation by a significant reduction in Executive’s title, duties or reporting relationship with the Company or the assignment to Executive of duties that are inconsistent with Executive’s principal place of employment to a location more than 35 miles from Executive’s principal place of employment prior to such relocation, position with the Company; (c) relocation of the Company’s Los Angeles office more than 50 miles away from Beverly Hills, California; or (e) a material breach by the Company of any material provision of this Agreement, or (d) following a Change in Control, the failure of the Company and the Executive, within twelve months following the date of such Change in Control or the remainder of the Term, whichever is shorter (the “Negotiation Period”), to execute a new employment agreement upon terms that are mutually acceptable to Executive and the Company (in each party’s sole and absolute discretion) governing the terms and conditions of Executive’s employment relationship with the Company Agreement (a “Termination With Good Reason”), provided, however, that the disposition during the Term of any or all of the equity or business of Starz Media, LLC, however effected, will not constitute an event giving Executive the right to terminate his employment hereunder pursuant to a Termination With Good Reason. Notwithstanding the foregoing, no purported Termination With Good Reason pursuant to this Section 4.3(a), (b) or (c) 4.3 shall be effective unless all of the following provisions shall have been complied with: (i) Executive shall give the Company shall be given a written notice by Executive of the Executive’s intention to effect a Termination With Good Reason, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Good Reason is based and to be given no later than ninety (90) 90 days after Executive first learns the initial occurrence of such circumstances; and (ii) the Company shall have fifteen (15) 30 days after receiving such notice in which to cure such grounds; and (iii) if the Company fails, within such 30-day period, to cure such grounds to Executive’s reasonable satisfaction, Executive terminates his employment Active 14594896.1 hereunder within 30 days following the extent last day of such cure is possible30-day period. With respect If the Company timely cures such grounds in accordance with the preceding sentence, Executive shall not be entitled to terminate his employment pursuant to a Termination With Good Reason pursuant to Section 4.3(d), no purported Termination With Good Reason shall be effective unless, within ninety (90) days following the expiration of the Negotiation Period, Executive delivers to the Company written notice of Executive’s intention to effect a Termination With Good Reason effective based on the 30th day following delivery of such notice (even if such date occurs after the natural expiration of the Term)grounds. In the event that If a Termination With Good Reason occurs, then, subject to Sections 4.5 and 4.6 below, Executive shall have the same entitlement to the amounts payments and benefits as provided under Section 4.2 for a Termination Without Cause, subject to the conditions set forth in Section 4.2 relating to such payments and benefits. Executive acknowledges that the payments and benefits referred to in this Section 4.3, together with any rights or benefits under any written plan or agreement which (including the Award Agreements) that have vested on or prior to the termination date of Executive’s employment under this Section 4.3, constitute the only payments which that Executive shall be entitled to receive from the Company hereunder or otherwise in the event of any termination of his employment pursuant to this Section 4.3, and the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employmentemployment or the termination thereof. Executive further acknowledges that if Executive voluntarily terminates his employment hereunder other than pursuant to a Termination With Good Reason (a “Voluntary Termination”), the Company shall have no further liability or obligation to Executive hereunder or otherwise, other than with respect to any rights or benefits under any written plan or agreement (including the Award Agreements) that have vested on or prior to the date of such Voluntary Termination, the Company’s obligation to pay Base Salary and vacation time accrued but unpaid as of the date of such Voluntary Termination, reimbursement of expenses incurred on or prior to the date of such Voluntary Termination in accordance with Section 3.2 above and any other amounts legally required to be paid.

Termination of Employment With Good Reason. In addition to any other remedies available to Executive at law, in equity or as set forth in this Agreement, Executive shall have the right during the Term, at Executive’s election and upon written notice to the Company, to terminate his employment hereunder upon in the occurrence event of any a material breach of the following events without the prior written consent of Executive: (a) a reduction in Executive’s then current Base Salary; (b) the relocation by the Company of Executive’s principal place of employment to a location more than 35 miles from Executive’s principal place of employment prior to such relocation, (c) a breach by the Company of any material provision of this Agreement, or (d) following a Change in Control, the failure of the Company and the Executive, within twelve months following the date of such Change in Control or the remainder of the Term, whichever is shorter (the “Negotiation Period”), to execute a new employment agreement upon terms that are mutually acceptable to Executive and the Company (in each party’s sole and absolute discretion) governing the terms and conditions of Executive’s employment relationship with Agreement by the Company (a “Termination With Good Reason”). Notwithstanding the foregoing, no purported Termination With Good Reason pursuant to this Section 4.3(a), (b) or (c) 7.3 shall be effective unless all of the following provisions shall have been complied with: (i) Executive shall give the Company shall be given a written notice by Executive of the Executive’s intention to effect a Termination With Good Reason, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Good Reason is based and to be given no later than ninety (90) days after Executive first learns the initial occurrence of such circumstances; and (ii) the Company shall have fifteen thirty (1530) days after receiving such notice in which to cure such grounds, to the extent such cure is possible. With respect ; and (iii) if the Company fails to a Termination With Good Reason pursuant to Section 4.3(d), no purported Termination With Good Reason shall be effective unless, cure such grounds within ninety (90) days following the expiration of the Negotiation Periodsuch 30-day period, Executive delivers to the Company written notice of Executive’s intention to effect a Termination With Good Reason effective actually terminates his employment hereunder on the 30th last day following delivery of such notice (even if such date occurs after the natural expiration of the Term)30-day period. In the event that a Termination With Good Reason occurs, thenthe Company shall pay Executive the following, in each case in accordance with Section 3 above, (1) the Accrued Obligations; and (2) subject to Sections 4.5 7.5, 7.6 and 4.6 7.7 below: (a) the Pro Rata Performance Bonus and (b) the Company shall continue paying to Executive the Base Salary as in effect on the date of termination (x) in the event that such termination occurs prior to the second anniversary of the Commencement Date until the second anniversary of the Commencement Date; and (y) in the event that such termination occurs on or after the second anniversary of the Commencement Date, until the earlier of (i) three weeks from the date of termination or (ii) the end of the Term. The Executive shall have thereafter be entitled to receive the same entitlement to Royalty Fee, but not the amounts and benefits as provided under Section 4.2 for a Termination Without CauseBase Salary or Performance Bonus. Executive acknowledges that the payments and benefits referred to in this Section 4.37.3, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive’s employment under this Section 4.37.3, constitute the only payments which Executive shall be entitled to receive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.37.3, and the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employment.

Termination of Employment With Good Reason. In addition to any other remedies available to Executive at law, in equity or as set forth in this Agreement, Executive shall have the right during the Term, upon written notice to the Company, to terminate his employment hereunder upon the occurrence of any of the following events events: (a) a material diminution in Executive’s then current Base Salary without the prior written consent of Executive: (a) a reduction in Executive’s then current Base Salary; (b) the relocation by a material diminution in Executive’s authority, duties or responsibilities, or a requirement that Executive report to a supervisor other than those described in Section 1.4; (c) the Company relocates the principal office at which Executive performs services on behalf of Executive’s principal place of employment the Company to a location more than 35 75 miles from Executive’s principal place of employment prior to such relocation, its present location; or (cd) a material breach by the Company of any material provision of this Agreement, or (d) following a Change in Control, Agreement without the failure prior written consent of the Company and the Executive, within twelve months following the date of such Change in Control or the remainder of the Term, whichever is shorter (the “Negotiation Period”), to execute a new employment agreement upon terms that are mutually acceptable to Executive and the Company (in each party’s sole and absolute discretion) governing the terms and conditions of Executive’s employment relationship with the Company (a “Termination With Good Reason”). Notwithstanding the foregoing, no purported Termination With Good Reason pursuant to this Section 4.3(a), (b) or (c) 4.3 shall be effective unless all of the following provisions shall have been complied with: (i) Executive shall give the Company shall be given a written notice by Executive of the Executive’s intention to effect a Termination With Good Reason, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Good Reason is based and to be given no later than ninety (90) days after Executive first learns the initial occurrence of such circumstances; and (ii) the Company shall have fifteen thirty (1530) days after receiving such notice in which to cure such grounds, to the extent such cure is possible. With respect ; and (iii) if the Company fails to a Termination With Good Reason pursuant cure such grounds within such thirty (30) -day period, Executive elects to Section 4.3(d), no purported Termination With Good Reason shall be effective unless, terminate his employment hereunder by delivering written notice to the Company within ninety (90) 5 business days following of the expiration of the Negotiation Period, Executive delivers to the Company written notice of Executive’s intention to effect a Termination With Good Reason effective on the 30th day following delivery of such notice thirty (even if such date occurs after the natural expiration of the Term)30) -day period. In the event that a Termination With Good Reason occurs, then, subject to Sections 4.5 4.6, 4.7, 4.8, 4.9, 5.3 and 4.6 5.4 below, Executive shall have the same entitlement to the amounts and benefits as provided under Section 4.2 for a Termination Without Cause. Executive acknowledges that the payments and benefits referred to in this Section 4.3, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive’s employment under this Section 4.3, constitute the only payments which Executive shall be entitled to receive from the Company or any of its Affiliates hereunder in the event of any termination of his employment pursuant to this Section 4.3, and the Company and its Affiliates shall have no further liability or obligation to him hereunder or otherwise in respect of his employment.

Termination of Employment With Good Reason. In addition to any other remedies available to Executive at law, in equity or as set forth in this Agreement, Executive shall have the right during the Term, upon written notice to the Company, to terminate his employment hereunder upon the occurrence of any of the following events without the prior written consent of Executive: (a) a reduction in Executive’s then current Base Salary; (b) the relocation by the Company of Executive’s principal place of employment to a location more than 35 miles from Executive’s principal place of employment prior to such relocation, without Executive’s consent (other than the proposed relocation from Santa Monica, California to the Denver, Colorado metropolitan area), or (c) a breach by the Company of any material provision of this Agreement, or (d) following a Change in Control, the failure of the Company and the Executive, within twelve months following the date of such Change in Control or the remainder of the Term, whichever is shorter (the “Negotiation Period”), to execute a new employment agreement upon terms that are mutually acceptable to Executive and the Company (in each party’s sole and absolute discretion) governing the terms and conditions of Executive’s employment relationship with the Company Agreement (a “Termination With Good Reason”). Notwithstanding the foregoing, no purported Termination With Good Reason pursuant to Section 4.3(a), (b) or (c) shall be effective unless all of the following provisions shall have been complied with: (i) the Company shall be given written notice by Executive of the intention to effect a Termination With Good Reason, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Good Reason is based and to be given no later than ninety (90) 90 days after Executive first learns of such circumstances; and (ii) the Company shall have fifteen (15) 30 days after receiving such notice in which to cure such grounds, to the extent such cure is possible. With respect to a Termination With Good Reason pursuant to Section 4.3(d), no purported Termination With Good Reason shall be effective unless, within ninety (90) days following the expiration of the Negotiation Period, Executive delivers to the Company written notice of Executive’s intention to effect a Termination With Good Reason effective on the 30th day following delivery of such notice (even if such date occurs after the natural expiration of the Term). In the event that a Termination With Good Reason occurs, then, subject to Sections 4.5 4.5, 4.6 and 4.6 4.8 below, Executive shall have the same entitlement to the same amounts and benefits as provided under Section 4.2 for a Termination Without Cause. Executive acknowledges that the payments and benefits referred to in this Section 4.3, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive’s employment under this Section 4.3, constitute the only payments which Executive shall be entitled to receive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.3, and the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employment.

Termination of Employment With Good Reason. In addition to any other remedies available to Executive at law, in equity or as set forth in this Agreement, Executive shall have the right during the Term, upon written notice to the Company, to terminate his employment hereunder upon the occurrence of any of the following events without the prior written consent of Executive: (a) a reduction in Executive’s then current Base SalarySalary or level of Target Bonus; (b) the relocation by a significant reduction in Executive’s title, duties or reporting relationship with the Company or the assignment to Executive of duties that are inconsistent with Executive’s principal place of employment to a location more than 35 miles from Executive’s principal place of employment prior to such relocation, position with the Company; (c) relocation of the Company’s Los Angeles office more than 50 miles away from Beverly Hills, California; (e) a Corporate Event; or (f) a material breach by the Company of any material provision of this Agreement, or (d) following a Change in Control, the failure of the Company and the Executive, within twelve months following the date of such Change in Control or the remainder of the Term, whichever is shorter (the “Negotiation Period”), to execute a new employment agreement upon terms that are mutually acceptable to Executive and the Company (in each party’s sole and absolute discretion) governing the terms and conditions of Executive’s employment relationship with the Company Agreement (a “Termination With Good Reason”), provided, however, that the disposition during the Term of any or all of the equity or business of Starz Media, LLC or Overture Films, LLC, however effected, will not constitute an event giving Executive the right to terminate his employment hereunder pursuant to a Termination With Good Reason. Notwithstanding the foregoing, except with respect to clause (e) above, no purported Termination With Good Reason pursuant to this Section 4.3(a), (b) or (c) 4.3 shall be effective unless all of the following provisions shall have been complied with: (i) Executive shall give the Company shall be given a written notice by Executive of the Executive’s intention to effect a Termination With Good Reason, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Good Reason is based and to be given no later than ninety (90) 90 days after Executive first learns the initial occurrence of such circumstances; and (ii) the Company shall have fifteen (15) 30 days after receiving such notice in which to cure such grounds, to the extent such cure is possible. With respect to a Termination With Good Reason pursuant to Section 4.3(d), no purported Termination With Good Reason shall be effective unless, within ninety (90) days following the expiration of the Negotiation Period, Executive delivers to the Company written notice of Executive’s intention to effect a Termination With Good Reason effective on the 30th day following delivery of such notice (even if such date occurs after the natural expiration of the Term). In the event that a Termination With Good Reason occurs, then, subject to Sections 4.5 ; and 4.6 below, Executive shall have the same entitlement to the amounts and benefits as provided under Section 4.2 for a Termination Without Cause. Executive acknowledges that the payments and benefits referred to in this Section 4.3, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive’s employment under this Section 4.3, constitute the only payments which Executive shall be entitled to receive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.3, and the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employment.BUS_RE\2831340.12

Termination of Employment With Good Reason. In addition to any other remedies available to Executive at law, in equity or as set forth in this Agreement, Executive shall have the right during the Term, upon written notice to the Company, to terminate his employment hereunder upon the occurrence of any of the following events without the prior written consent of Executive: (a) a reduction in Executive’s then current Base Salary; (b) a material reduction in Executive’s authority, duties, or responsibilities with the Company, including, but not limited to, a loss of title as Chief Executive Officer and President of Monitronics; (c) the relocation by the Company of Executive’s principal place of employment to a location more than 35 miles from Executive’s principal place of employment prior to such relocation, without Executive’s consent or (cd) a breach by the Company of any material provision of this Agreement, or (d) following a Change in Control, the failure of the Company and the Executive, within twelve months following the date of such Change in Control or the remainder of the Term, whichever is shorter (the “Negotiation Period”), to execute a new employment agreement upon terms that are mutually acceptable to Executive and the Company (in each party’s sole and absolute discretion) governing the terms and conditions of Executive’s employment relationship with the Company Agreement (a “Termination With Good Reason”). Notwithstanding the foregoing, no purported Termination With Good Reason pursuant to Section 4.3(a), (b) ), (c), or (cd) shall be effective unless all of the following provisions shall have been complied with: (i) the Company shall be given written notice by Executive of the intention to effect a Termination With Good Reason, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Good Reason is based and to be given no later than ninety (90) 90 days after Executive first learns of such circumstances; and (ii) the Company shall have fifteen (15) 30 days after receiving such notice in which to cure such grounds, to the extent such cure is possible. With respect to a Termination With Good Reason pursuant to Section 4.3(d), no purported Termination With Good Reason shall be effective unless, within ninety (90) days following the expiration of the Negotiation Period, Executive delivers to the Company written notice of Executive’s intention to effect a Termination With Good Reason effective on the 30th day following delivery of such notice (even if such date occurs after the natural expiration of the Term). In the event that a Termination With Good Reason occurs, then, subject to Sections 4.5 4.5, 4.6 and 4.6 4.8 below, Executive shall have the same entitlement to the same amounts and benefits as provided under Section 4.2 for a Termination Without Cause. Executive acknowledges that the payments and benefits referred to in this Section 4.3, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive’s employment under this Section 4.3, constitute the only payments which Executive shall be entitled to receive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.3, and the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employment.

Termination of Employment With Good Reason. In addition to any other remedies available to Executive Employee at law, in equity or as set forth in this Agreement, Executive Employee shall have the right during the Term, upon written notice to the Company, to terminate his employment hereunder upon the occurrence of any of the following events without the prior written consent of ExecutiveEmployer: (a) a reduction in Executive’s Employee's then current Base SalaryCompensation; or (b) the relocation by the Company of Executive’s principal place of employment to a location more than 35 miles from Executive’s principal place of employment prior to such relocation, (c) a breach by the Company of any material provision of this Agreement, or (d) following a Change in Control, the failure of the Company and the Executive, within twelve months following the date of such Change in Control or the remainder of the Term, whichever is shorter (the “Negotiation Period”), to execute a new employment agreement upon terms that are mutually acceptable to Executive and the Company (in each party’s sole and absolute discretion) governing the terms and conditions of Executive’s employment relationship with the Company Agreement (a “"Termination With Good Reason”"). Notwithstanding the foregoing, no purported Termination With Good Reason pursuant to this Section 4.3(a), (b) or (c7(c) shall be effective unless all of the following provisions shall have been complied with: (i) the Company shall be given written notice by Executive Employee of the intention to effect a Termination With Good Reason, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Good Reason is based and to be given no later than ninety (90) days after Executive Employee first learns of such circumstances; and (ii) the Company shall have fifteen (15) days after receiving such notice in which to cure such grounds, to the extent such cure is possible. With respect to a Termination With Good Reason pursuant to Section 4.3(d), no purported Termination With Good Reason shall be effective unless, within ninety (90) days following the expiration of the Negotiation Period, Executive delivers to the Company written notice of Executive’s intention to effect a Termination With Good Reason effective on the 30th day following delivery of such notice (even if such date occurs after the natural expiration of the Term). In the event that a Termination With Good Reason occurs, then, subject to Sections 4.5 and 4.6 Section 7(f) below, Executive Employee shall have the same entitlement to the amounts and benefits over the term of this Agreement as provided under Section 4.2 for a if there had been no occurrence which had triggered the Termination Without Causeof this Agreement With Good Reason. Executive Employee acknowledges that the payments and benefits referred to in both Section 3 and this Section 4.37, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive’s Employee's employment under this Section 4.37(c), constitute the only payments which Executive Employee shall be entitled to receive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.37(c), and the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employment.

Termination of Employment With Good Reason. In addition to any other remedies available to Executive at law, in equity or as set forth in this Agreement, Executive shall have the right during the Term, at Executive’s election and upon written notice to the Company, to terminate his employment hereunder upon in the occurrence event of any a material breach of the following events without the prior written consent of Executive: (a) a reduction in Executive’s then current Base Salary; (b) the relocation by the Company of Executive’s principal place of employment to a location more than 35 miles from Executive’s principal place of employment prior to such relocation, (c) a breach by the Company of any material provision of this Agreement, or (d) following a Change in Control, the failure of the Company and the Executive, within twelve months following the date of such Change in Control or the remainder of the Term, whichever is shorter (the “Negotiation Period”), to execute a new employment agreement upon terms that are mutually acceptable to Executive and the Company (in each party’s sole and absolute discretion) governing the terms and conditions of Executive’s employment relationship with Agreement by the Company (a “Termination With Good Reason”). Notwithstanding the foregoing, no purported Termination With Good Reason pursuant to this Section 4.3(a), (b) or (c) 7.3 shall be effective unless all of the following provisions shall have been complied with: (i) Executive shall give the Company shall be given a written notice by Executive of the Executive’s intention to effect a Termination With Good Reason, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Good Reason is based and to be given no later than ninety (90) days after Executive first learns the initial occurrence of such circumstances; and (ii) the Company shall have fifteen thirty (1530) days after receiving such notice in which to cure such grounds, to the extent such cure is possible. With respect ; and (iii) if the Company fails to a Termination With Good Reason pursuant to Section 4.3(d), no purported Termination With Good Reason shall be effective unless, cure such grounds within ninety (90) days following the expiration of the Negotiation Periodsuch 30-day period, Executive delivers to the Company written notice of Executive’s intention to effect a Termination With Good Reason effective actually terminates his employment hereunder on the 30th last day following delivery of such notice (even if such date occurs after the natural expiration of the Term)30-day period. In the event that a Termination With Good Reason occurs, thenthe Company shall pay Executive the following, in each case in accordance with Section 3 above, (1) the Accrued Obligations; and (2) subject to Sections 4.5 7.5, 7.6 and 4.6 7.7 below: (a) the Pro Rata Performance Bonus and (b) the Company shall continue paying to Executive the Base Salary as in effect on the date of termination (x) in the event that such termination occurs prior to the second anniversary of the Commencement Date until the second anniversary of the Commencement Date; and (y) in the event that such termination occurs on or after the second anniversary of the Commencement Date, until the earlier of (i) three weeks from the date of termination or (ii) the end of the Term. The Executive shall have thereafter not be entitled to receive the same entitlement to the amounts and benefits as provided under Section 4.2 for a Termination Without CauseBase Salary or Performance Bonus. Executive acknowledges that the payments and benefits referred to in this Section 4.37.3, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Executive’s employment under this Section 4.37.3, constitute the only payments which Executive shall be entitled to receive from the Company hereunder in the event of any termination of his employment pursuant to this Section 4.37.3, and the Company shall have no further liability or obligation to him hereunder or otherwise in respect of his employment.