Common use of With Good Reason Clause in Contracts

With Good Reason. Notwithstanding the foregoing, if the Executive resigns for Good Reason, the Executive shall be deemed to have been terminated without Cause and the Company shall have all of the obligations to the Employee described in subsection (b) above. For purposes of this Agreement, "Good Reason" means (i) an assignment by the Company to Executive of duties which are inconsistent with Executive's title and position with the Company; (ii) any breach of this Agreement by the Company that has not been cured within thirty (30) days after written notice to the Chief Executive of Med by Executive of such breach; (iii) any requirement that Executive relocate his principal place of business outside of Lake Success, New York, or (iv) any attempt by the Company to terminate Executive's employment for Cause where Cause is not proven. Notwithstanding anything to the contrary herein, Good Reason shall not mean an election by the Company to terminate this Agreement pursuant to Section 2 hereof.