Common use of Termination without Cause; Resignation with Good Reason Clause in Contracts

Termination without Cause; Resignation with Good Reason. (a) Company will have the right, exercisable upon thirty (30) days prior written notice to Executive, to terminate Executive’s employment under this Agreement without Cause for any reason other than as set forth above in Sections 5.2, 5.3, or 5.4, effective no earlier than ten (10) days from the date the Company provides its written notice of termination. Executive will have the right, exercisable upon thirty (30) days prior written notice to Company, to terminate his employment under this Agreement during the one-year period following the initial existence of one or more conditions that constitute “Good Reason” and that arise without his consent. (b) For this purpose, “Good Reason” will mean any of the following conditions: (i) the material diminution or restriction of Executive’s authority, duties or responsibilities in a manner inconsistent with Executive’s position, duties, responsibilities and status with Company as of the date of this Agreement, (ii) a material diminution in Executive’s Base Salary, (iii) any material breach of this Agreement by Company, or (iv) if Executive is required to relocate more than fifty (50) miles from his current domicile, in Atlanta, Georgia, in order to perform his duties hereunder. Such a condition will constitute “Good Reason” only if Executive provides notice to Company’s Board of Directors of the existence of the condition no later than 90 days after the initial existence of the condition and if Company does not remedy the condition during the 30 day period following such notice.

Termination without Cause; Resignation with Good Reason. (a) Company will have the right, exercisable upon thirty (30) days prior written notice to Executive, to terminate Executive’s 's employment under this Agreement without Cause for any reason other than as set forth above in Sections 5.2, 5.3, or 5.4, effective no earlier than ten (10) days from the date the Company provides its written notice of termination. Executive will have the right, exercisable upon thirty (30) days prior written notice to Company, to terminate his employment under this Agreement during the one-year period following the initial existence of one or more conditions that constitute “"Good Reason” " and that arise without his consent. (b) For this purpose, “"Good Reason” " will mean any of the following conditions: (i) the material diminution or restriction of Executive’s 's authority, duties or responsibilities in a manner inconsistent with Executive’s 's position, duties, responsibilities and status with Company as of the date of this Agreement, (ii) a material diminution in Executive’s 's Base Salary, (iii) any material breach of this Agreement by Company, or (iv) if Executive is required to relocate more than fifty (50) miles from his current domicile, in Atlanta, Georgia, in order to perform his duties hereunder. Such a condition will constitute “"Good Reason” " only if Executive provides notice to Company’s 's Board of Directors of the existence of the condition no later than 90 days after the initial existence of the condition and if Company does not remedy the condition during the 30 day period following such notice.