Common use of Termination Without Cause or Termination for Good Reason Clause in Contracts

Termination Without Cause or Termination for Good Reason. The Executive may terminate, by written notice to the Company, the Executive’s employment at any time for “Good Reason,” as defined below, and in the event the Company terminates the Executive without Cause, then in either case, the Company shall pay at the time of termination to compensation equal to an amount of three years Base Salary under this Agreement and all of Executive’s remaining unvested options, restricted stock and restricted stock units, if any, shall vest immediately upon such termination. The term Good Reason shall mean (i) the Executive, with or without change in title or formal corporate action, no longer exercises substantially all of the duties and responsibilities and shall no longer possess substantially all of the authority set forth in Section 3; (ii) the Company materially breaches this Agreement; or (iii) any entity or person not now an executive officer or director of the Company becomes either individually or as part of a group (required to file a Schedule 13D or 13G with the SEC) the beneficial owner of 30% or more of the Company’s common stock. The Executive shall have a period of 30 days following the occurrence of an event constituting Good Reason under clauses (i) and (ii) above and a period of 180 days following an event constituting Good Reason under clause (iii) above in which to exercise his right to terminate for Good Reason, or the Executive shall be deemed to have waived that particular Good Reason.

Termination Without Cause or Termination for Good Reason. The Executive may terminate, by written notice to the Company, the Executive’s 's employment at any time for “"Good Reason,” " as defined below, and in the event the Company terminates the Executive without Cause, then in either case, the Company shall pay the Executive at the time of termination to compensation an amount equal to an amount of three years the Base Salary under this Agreement due for the remainder of the Term, and all of Executive’s 's remaining unvested options, restricted stock and restricted stock units, if any, shall vest immediately upon such termination. The term Good Reason shall mean (i) the Executive, with or without change in title or formal corporate action, no longer exercises substantially all of the duties and responsibilities and shall no longer possess substantially all of the authority set forth in Section 3; (ii) the Company materially breaches this Agreement; or (iii) any entity or person not now an executive officer or director of the Company becomes either individually or as part of a group (required to file a Schedule 13D or 13G with the SEC) the beneficial owner of 30% or more of the Company’s 's common stock. The Executive shall have a period of 30 days following the occurrence of an event constituting Good Reason under clauses (i) and (ii) above and a period of 180 days following an event constituting Good Reason under clause (iii) above in which to exercise his right to terminate for Good Reason, or the Executive shall be deemed to have waived that particular Good Reason.

Termination Without Cause or Termination for Good Reason. The Executive may terminate, by written notice to the Company, the Executive’s employment at any time for “Good Reason,” as defined below, and in the event the Company terminates the Executive without Cause, then in either case, the Company shall pay at the time of termination to compensation equal to an amount of three years one year’s Base Salary under this Agreement and all of Executive’s remaining unvested options, restricted stock and restricted stock units, if any, shall vest immediately upon such termination. The term Good Reason shall mean (i) the Executive, with or without change in title or formal corporate action, no longer exercises substantially all of the duties and responsibilities and shall no longer possess substantially all of the authority set forth in Section 3; (ii) the Company materially breaches this Agreement; or (iii) any entity or person not now an executive officer or director of the Company becomes either individually or as part of a group (required to file a Schedule 13D or 13G with the SEC) the beneficial owner of 30% or more of the Company’s common stock. The Executive shall have a period of 30 days following the occurrence of an event constituting Good Reason under clauses (i) and (ii) above and a period of 180 days following an event constituting Good Reason under clause (iii) above in which to exercise his right to terminate for Good Reason, or the Executive shall be deemed to have waived that particular Good Reason.

Termination Without Cause or Termination for Good Reason. The Executive may terminate, by written notice to the Company, the Executive’s employment at any time for “Good Reason,” as defined below, and in the event the Company terminates the Executive without Cause, then in either case, the Company shall pay at the time of termination to compensation equal to an amount of three years Base Salary under this Agreement and all of Executive’s remaining unvested options, restricted stock and restricted stock units, if any, shall vest immediately upon such termination. The term Good Reason shall mean (i) the Executive, with or without change in title or formal corporate action, no longer exercises substantially all of the duties and responsibilities and shall no longer possess substantially all of the authority set forth in Section 3; (ii) the Company materially breaches this Agreement; or (iii) any entity or person not now an executive officer or director of the Company becomes either individually or as part of a group (required to file a Schedule 13D or 13G with the SEC) the beneficial owner of 30% or more of the Company’s common stock. The Executive shall have a period of 30 days following the occurrence of an event constituting Good Reason under clauses (i) and (ii) above and a period of 180 days following an event constituting Good Reason under clause (iii) above in which to exercise his her right to terminate for Good Reason, or the Executive shall be deemed to have waived that particular Good Reason.