Common use of Voluntary Resignation by the Executive With or Without Good Reason Clause in Contracts

Voluntary Resignation by the Executive With or Without Good Reason. Notwithstanding anything to the contrary herein, the Executive may terminate his employment with the Company for Good Reason (as defined herein) at any time by written notice to the Company. After the ninetieth (90th) calendar day after the Effective Date, the Executive may terminate his employment with the Company upon sixty (60) calendar days’ advance written notice without Good Reason, and the Executive’s employment shall terminate effective as of the effective date of any such notice or such later effective termination date as the Executive may specify in the notice (which shall in no event be later than sixty (60) calendar days after the notice is given unless otherwise agreed to in writing by the Board or the Chief Executive Officer of the Company). For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without the Executive’s consent: (i) assigning the Executive duties that are materially inconsistent with the Executive’s then-current status as a senior executive of the Company; (ii) requiring the Executive to report other than to the Company’s Chief Executive Officer or President; (iii) failure of the Company to pay any portion of the Executive’s compensation within ten (10) days after the date such compensation is due or first may be paid pursuant to applicable law; (iv) failure of the Company to continue in effect any broad-based bonus or incentive plan, welfare benefit, pension, retirement benefit or other benefit plan in which the Executive participates or becomes eligible to participate unless such discontinuance applies on a consistent basis to other senior executives of the Company, or a reduction by the Company of the Executive’s target level participation (as a percentage of the Executive’s base salary and on an annualized basis) in its annual incentive bonus plan from the lower of such target levels of his participation in the Company’s 2010 MIP as approved by the Board prior to the Effective Date (unless such reduction is made on a consistent basis for other Company executives other than the Chief Executive Officer or President); (v) the Agreement is not assigned to a successor to the Company pursuant to the Plan of Reorganization; or (vi) any material breach of this Agreement or any Award Agreement applicable to an Emergence Equity Grant; provided, however, that an occurrence which otherwise may constitute Good Reason hereunder shall not constitute Good Reason unless the Executive (y) provides to the Company, at least thirty (30) calendar days prior to the Executive’s contemplated resignation for Good Reason, a written notice containing reasonable detail setting forth the basis for the Executive’s claim that an occurrence constitutes Good Reason, and (z) the Company fails to cure or otherwise remedy such occurrence within thirty (30) calendar days after receiving such notice from the Executive. Notwithstanding anything to the contrary herein, the parties hereto acknowledge and agree that the Executive must exercise his right to terminate his employment for Good Reason within ninety (90) calendar days after the event that gives rise to such right, and that if the Executive fails to timely exercise such right and subsequently resigns, such resignation shall be deemed for all purposes of this Agreement to be without Good Reason. The Executive acknowledges and agrees that the restructuring events that have taken place or will take place solely pursuant to the Company’s Plan of Reorganization shall not constitute Good Reason for purposes of this Agreement.

Voluntary Resignation by the Executive With or Without Good Reason. Notwithstanding anything to the contrary herein, the Executive may terminate his employment with the Company for Good Reason (as defined herein) at any time by written notice to the Company. After the ninetieth (90th) calendar day after the Effective Date, the Executive may terminate his employment with the Company upon sixty (60) calendar days’ advance written notice without Good Reason, provided that if the Executive is promoted to and accepts the position of CEO, the foregoing ability to terminate employment without Good Reason upon sixty (60) calendar days’ notice shall be suspended for the first ninety (90) calendar days after such promotion. The Executive’s employment shall terminate effective as of the effective date of any such notice or such later effective termination date as the Executive may specify in the notice (which shall in no event be later than sixty (60) calendar days after the notice is given unless otherwise agreed to in writing by the Board or the Chief Executive Officer of the CompanyBoard). For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without the Executive’s consent: (i) assigning the Executive duties that are materially inconsistent with the Executive’s then-current status as those of a senior executive President, COO, CEO and/or Chairman of the CompanyBoard (as applicable) for similar companies in similar industries; (ii) requiring the Executive to report other than to the Company’s Chief Executive Officer Chairman of the Board and CEO (while holding the President and/or COO position(s)) or Presidentother than to the Board (while holding the CEO position); (iii) failure of the Company to pay any portion of the Executive’s compensation within ten (10) days after the date such compensation is due or first may be paid pursuant to applicable law; (iv) requiring the Executive to relocate his primary residence in the absence of mutual agreement between the Executive and the Company as to the timing and location; (v) failure of the Company to continue in effect any broad-based bonus or incentive plan, welfare benefit, pension, retirement benefit or other benefit plan in which the Executive participates or becomes eligible to participate unless such discontinuance applies on a consistent basis to other senior executives of the Company, or a reduction by the Company of the Executive’s target level participation (as a percentage of the Executive’s base salary Base Salary and on an annualized basis) in its annual incentive bonus plan from the lower of such the two target levels of established with respect to his participation in the Company’s 2010 MIP as approved by the Board prior to the Effective Date Date; (unless such reduction is made on vi) failure of the Company to offer the Executive the position of CEO or the parties’ inability to negotiate a consistent basis mutually acceptable agreement of employment for other Company executives other than CEO under the Chief Executive Officer or Presidentcircumstances and during the period(s) as set forth in Section 1(b); (vvi) if applicable, failure of the Board to offer the Executive the position of Chairman of the Board under the circumstances as set forth in Section 1(b)(ii); (vii) the Agreement is not assigned to a successor to the Company pursuant to the Plan of Reorganization; or (viviii) any material breach of this Agreement Agreement, the Retirement Agreement, or any Award Agreement applicable to an Emergence Equity Grant; provided, however, that an occurrence which otherwise may constitute Good Reason hereunder shall not constitute Good Reason unless the Executive (y) provides to the Company, at least thirty (30) calendar days prior to the Executive’s contemplated resignation for Good Reason, a written notice containing reasonable detail setting forth the basis for the Executive’s claim that an occurrence constitutes Good Reason, and (z) the Company fails to cure or otherwise remedy such occurrence within thirty (30) calendar days after receiving such notice from the Executive. Notwithstanding anything to the contrary herein, the parties hereto acknowledge and agree that the Executive must exercise his right to terminate his employment for Good Reason within ninety (90) calendar days after the event that gives rise to such right, and that if the Executive fails to timely exercise such right and subsequently resigns, such resignation shall be deemed for all purposes of this Agreement to be without Good Reason. The Executive acknowledges and agrees that the restructuring events that have taken place or will take place solely pursuant to the Company’s Plan of Reorganization shall not constitute Good Reason for purposes of this Agreement.