Common use of Voluntary Termination by You Clause in Contracts

Voluntary Termination by You. You may terminate your employment hereunder with or without Good Reason at any time upon written notice to the Company. For purposes of this Agreement, you shall be treated as having resigned for Good Reason if and only if you resign as a result of the occurrence of one or more of the following events during a Change in Control Period: (i) a diminution in your Base Salary of ten percent (10%) or more, except in connection with a comprehensive reduction of the Company’s executive officers’ Base Salary; (ii) a material diminution in your authority, duties, or responsibilities, which by way of illustration may include revised reporting relationships, reduced budget, direct or indirect reports to you, or reduced scope of authority in comparison to any of those factors as they existed immediately prior to the relevant Change in Control; (iii) a material adverse change in the geographic location of the facility at which you are based for the performance of services under this Agreement of more than 20 miles from the facility where you were based immediately before such change, unless such new location is 50 miles or less from your principal place of residence as of the date of such change; or (iv) any other action or inaction that constitutes a material breach by the Company of this Agreement. Notwithstanding the foregoing, you shall not be treated as having resigned for Good Reason unless you notify the Company in writing of the event constituting Good Reason not more than thirty (30) days after you know, or with the exercise or reasonable diligence would have known, of the occurrence of such event, the Company fails within thirty (30) days after receipt of such notice to cure such event and return you to the position you would have been in had the event not occurred, and you resign after the end of such thirty (30) days period, but in no event more than five (5) days after the expiration of the Company’s cure period; provided, however, that in no event shall your failure to notify the Company of the occurrence of any event constituting Good Reason, or to resign as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of your right to resign for Good Reason as a result thereof.

Voluntary Termination by You. 3.2.a. You may terminate your employment hereunder with or without Good Reason at any time the term of this Employment Agreement upon written one year's notice to the CompanyIMIC. 3.2.b.1. For purposes If you give notice of this Agreement, you shall be treated as having resigned for Good Reason if and only if you resign as a result of the occurrence of one or more of the following events during termination prior to a Change in of Control Period: (i) a diminution in your Base Salary of ten percent (10%) or moreEvent, except in connection with a comprehensive reduction of during the Company’s executive officers’ Base Salary; (ii) a material diminution in your authority, duties, or responsibilities, which by way of illustration may include revised reporting relationships, reduced budget, direct or indirect reports to you, or reduced scope of authority in comparison to any of those factors as they existed immediately prior to the relevant Change in Control; (iii) a material adverse change in the geographic location of the facility at which you are based for the performance of services under this Agreement of more than 20 miles period from the facility where you were based immediately before such change, unless such new location is 50 miles or less from your principal place of residence as of the date of notice is deemed given to the date of termination, IMIC shall pay to you compensation at a rate equal to the average of the sum of the Base Compensation and Incentive Compensation paid to you with respect to the two Fiscal Years ended prior to date the notice of termination is deemed given (provided that if you give such change; or (ivnotice in the Fiscal Year ending April 30, 1998, the amount shall be at a rate equal to your Base Compensation and Incentive Compensation for the Fiscal Year ending April 30, 1997) and continue to pay you your executive employee benefits and expenses, provided that if IMIC releases you from any other action further obligation to render services pursuant to this Employee Agreement, the compensation, executive employee benefits and expenses payable by IMIC to you or inaction that constitutes a material breach for you pursuant to this Section 3.2 shall be reduced by the Company compensation, benefits and expenses payable to you or for you by another employer or by the equivalent value of this Agreementservices you render for your own activity. Notwithstanding In the foregoingevent that you send such notice, IMIC can remove you from your position as a corporate officer. The payment of compensation and executive employee benefits shall not be treated continue irrespective of your death or your incurring a Disability or becoming Disabled (as having resigned for Good Reason unless those terms are defined in Section 3.6.d) as applicable. 3.2.b.2. If you notify give notice of termination subsequent to a Change of Control Event, during the Company in writing period from the date of notice is deemed given to the date of termination, IMIC shall pay to you com- pensation at a rate equal to (a) the greater of your Base Compensation at the date your notice of termination is deemed given or on the date of the event constituting Good Reason not more than thirty Change of Control Event occurred plus (30b) days after you know, or with the exercise or reasonable diligence would have known, greater of the occurrence maximum Incentive Compensation you could earn in the Fiscal Year in which the notice of such event, termination is deemed given or you could earn in the Company fails within thirty (30) days after receipt Fiscal Year in which the Change of such notice to cure such event and return you to the position you would have been in had the event not Control Event occurred, and continue to pay you resign after your executive employee benefits and expenses. In the end of event that you send such thirty (30) days periodnotice, but in no event more than five (5) days after the expiration of the Company’s cure period; provided, however, that in no event shall IMIC can remove you from your failure to notify the Company of the occurrence of any event constituting Good Reason, or to resign position as a result corporate officer. The payment of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver compensation and executive employee benefits shall continue irrespective of your right to resign for Good Reason death or your incurring a Disability or becoming Disabled (as a result thereofthose terms are defined in Section 3.6.d) as applicable.