Common use of Termination of Executives Employment Clause in Contracts

Termination of Executives Employment. Termination of Executive's Employment means that the Company has terminated Executive's employment with the Company (including any subsidiary of the Company). Termination of Executive's Employment shall also include termination by Executive by written notice to the Company also for "Good Reason" based on: (a) a significant reduction by the Company or the surviving company in Executive's base pay as in effect immediately prior to the Change of Control, other than a salary reduction that is part of a general salary reduction affecting employees generally; (b) a significant reduction by the Company or the surviving company in total benefits available to Executive under cash incentive, stock incentive and other employee benefit plans after the Change of Control compared to the total package of such benefits as in effect prior to the Change of Control; (c) The Company or the surviving company requires Executive to be based more than 50 miles from where Executive's office is located immediately prior to the Change of Control except for required travel on company business to an extent substantially consistent with the business travel obligations which Executive undertook on behalf of the Company prior to the Change of Control; or (d) The assignment of Executive to a different title, job or responsibilities that results in a material decrease in the level of responsibility of Executive with respect to the surviving company after the Change of Control when compared to Executive's level of responsibility for the Company's operations prior to the Change of Control; provided, that Good Reason shall not exist if Executive continues to have substantially the same or a greater general level of responsibility with respect to the former operations of the Company after the Change of Control as Executive had prior to the Change of Control even if the former such operations are a subsidiary or division of the surviving company.

Termination of Executives Employment. For the purposes of Section 3.1, Termination of Executive's Employment means that the Company has terminated Executive's employment with the Company (including any subsidiary of the Company). Solely for purposes of Section 3.2, Termination of Executive's Employment shall also include termination by Executive by written notice to the Company also for "Good Reason" based on: (a) a significant reduction by the Company or the surviving company in Executive's base pay as in effect immediately prior to the Change of Control, other than a salary reduction that is part of a general salary reduction affecting employees generally;: (b) a significant reduction by the Company or the surviving company in total benefits available to Executive under cash incentive, stock incentive and other employee benefit plans after the Change of Control compared to the total package of such benefits as in effect prior to the Change of Control; (c) The Company or the surviving company requires Executive to be based more than 50 miles from where Executive's office is located immediately prior to the Change of Control except for required travel on company business to an extent substantially consistent with the business travel obligations which Executive undertook on behalf of the Company prior to the Change of Control; or (d) The assignment of Executive to a different title, job or responsibilities that results in a material decrease in the level of responsibility of Executive with respect to the surviving company after the Change of Control when compared to Executive's level of responsibility for the Company's operations prior to the Change of Control; providedPROVIDED, that Good Reason shall not exist if Executive continues to have substantially the same or a greater general level of responsibility with respect to the former operations of the Company after the Change of Control as Executive had prior to the Change of Control even if the former such operations are a subsidiary or division of the surviving company.

Termination of Executives Employment. Termination of Executive's ’s Employment means that the Company has terminated Executive's ’s employment with the Company (including any subsidiary of the Company). Termination of Executive's ’s Employment shall also include termination by Executive by written notice to the Company also for "“Good Reason" ” based on: (a) a significant reduction by the Company or the surviving company in Executive's ’s base pay as in effect immediately prior to the Change of Control, other than a salary reduction that is part of a general salary reduction affecting employees generally;: (b) a significant reduction by the Company or the surviving company in total benefits available to Executive under cash incentive, stock incentive and other employee benefit plans after the Change of Control compared to the total package of such benefits as in effect prior to the Change of Control;: (c) The Company or the surviving company requires Executive to be based more than 50 miles from where Executive's ’s office is located immediately immediately, prior to the Change of Control except for required travel on company business to an extent substantially consistent with the business travel obligations which Executive undertook on behalf of the Company prior to the Change of Control; : or (d) The assignment of Executive to a different title, job or responsibilities that results in a material decrease in the level of responsibility of Executive with respect to the surviving company after the Change of Control when compared to Executive's ’s level of responsibility for the Company's ’s operations prior to the Change of Control; : provided, that Good Reason shall not exist if Executive continues to have substantially the same or a greater general level of responsibility with respect to the former operations of the Company after the Change of Control as Executive had prior to the Change of Control even if the former such operations are a subsidiary or division of the surviving company.

Termination of Executives Employment. Termination of Executive's ’s Employment means that (i) the Company has terminated Executive's ’s employment with the Company (including any subsidiary of the Company) other than for Cause (as defined in Section 6.2). Termination of , death or Disability (as defined in Section 6.4), or (ii) Executive's Employment shall also include termination by Executive , by written notice to the Company, has terminated her employment with the Company also (including any subsidiary of the Company) for "Good Reason" based onReason (as defined below). For purposes of this Agreement, Good Reason means: (a) a significant reduction by the Company or the surviving company in Executive's Executives base pay as from the highest annual rate in effect immediately prior to at any time within the 12-month period preceding the Change of Control, other than a salary reduction that is part of a general salary reduction affecting employees generally; (b) a significant reduction by the Company or the surviving company in total benefits available to Executive under cash incentive, stock incentive and other employee benefit plans after the Change of Control compared to the total package of such benefits as in effect immediately prior to the Change of Control; (c) The the Company or the surviving company requires Executive to be based more than 50 25 miles from where Executive's Executives office is located immediately prior to the Change of Control except for required travel on company Company business to an extent substantially consistent with the business travel obligations which Executive undertook on behalf of the Company immediately prior to the Change of Control; or (d) The the assignment of Executive to a different title, job or responsibilities that results in a material decrease in the level of responsibility of Executive with respect to the surviving company after the Change of Control when compared to Executive's Executives level of responsibility for the Company's Companys operations immediately prior to the Change of Control; provided, provided that Good Reason shall not exist if Executive continues to have substantially the same or a greater general level of responsibility with respect to the former operations of the Company after the Change of Control as Executive had prior to the Change of Control even if the former such operations are a subsidiary or division of the surviving company.