Common use of With Good Reason Clause in Contracts

With Good Reason. Provided Executive has not previously been notified of the Company’s intention to terminate Executive’s employment, Executive may resign from employment with the Company for Good Reason (as defined below) by giving the Company written notice of such termination in compliance with Section 9.5 and provided that such notice specifies: (i) the basis for termination; and (ii) the effective date of termination (such termination being hereinafter referred to as a “Termination for Good Reason”). For purposes of this Agreement, the term “Good Reason” shall mean any of the following without Executive’s prior written consent: (w) any material diminution of Executive’s duties or responsibilities hereunder (except in each case in connection with a Termination for Cause or as a result of Executive’s death or Disability), or, the assignment to Executive of duties or responsibilities that are materially inconsistent with Executive’s then position; provided, however, that the acquisition of the Company and subsequent conversion of the Company to a division or unit of the acquiring company will not by itself result in a diminution of Executive’s duties or responsibilities; (x) a material reduction in Executive’s Base Salary, which the parties agree is a reduction of at least 10% of Executive’s Base Salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly-situated employees); (y) any material breach of the Agreement by the Company which is not cured within 15 business days after written notice thereof is given to the Company; or (z) a relocation of Executive from the Company’s principal office to a location more than 35 miles from the location of the Company’s principal office, other than on required travel by Executive on the Company’s business or on a temporary basis not to exceed a period equal to two calendar months; provided, however, that any such termination by Executive shall only be deemed for Good Reason pursuant to this definition if: (1) Executive gives the Company written notice of intent to terminate for Good Reason within 30 days following the first occurrence of the condition(s) that Executive believes constitute(s) Good Reason, which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within 30 days following receipt of the written notice (the “Cure Period”); (3) the Company has not, prior to receiving such notice from Executive, already informed Executive that Executive’s employment with the Company is being terminated; and (4) Executive voluntarily terminates Executive’s employment within 30 days following the end of the Cure Period.

With Good Reason. Provided Executive has not previously been notified of The Employee’s employment may be terminated by the Company’s intention to terminate Executive’s employment, Executive may resign from employment with the Company Employee for Good Reason (as defined below) by giving the Company written notice of such termination in compliance with Section 9.5 and provided that such notice specifies: (i) the basis for termination; and (ii) the effective date of termination (such termination being hereinafter referred to as a “Termination for Good Reason”). .” For purposes of this Agreement, the term “Good Reason” Reason shall mean any of the following without Executive’s prior written consent: (w) any material diminution of Executive’s duties or responsibilities hereunder (except in each case in connection with a Termination for Cause or as a result of Executive’s death or Disability), or, the assignment to Executive of duties or responsibilities that are materially inconsistent with Executive’s then position; provided, however, that the acquisition of the Company and subsequent conversion of the Company to a division or unit of the acquiring company will not by itself result in a diminution of Executive’s duties or responsibilities; (xfollowing: a) a material reduction in Executive’s Base Salary, which the parties agree is a reduction of at least 10% of Executive’s Base Salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly-situated employees); (y) any material breach of the Agreement Company’s obligations under this Agreement, which breach has not been cured within thirty (30) days after the Company’s receipt of written notice from the Employee of such breach; b) a reduction in the Employee’s annual Base Salary to less than of two hundred thousand Dollars ($200,000); c) the relocation of the Employee’s principal office at the express request of the Company or the relocation of the Company’s headquarters away from the Eastern United States; d) the Company’s failure to continue in effect a compensation or benefit plan in which the Employee is participating, unless: (x) the Company offers a reasonably acceptable alternative to the plan, or (y) replacing the plan will cost the Employee less than three thousand five hundred Dollars $3,500.00 per annum; or e) a significant reduction in the Employee’s title, or any material change in the Employee’s status, or the assignment to the Employee of any duties materially inconsistent with the Employee’s position; or any other action by the Company which results in a substantial diminution of the Employee’s position, authority, duties or responsibilities, excluding for this purpose any action not taken in bad faith and which is not cured within 15 business remedied by the Company no later than thirty (30) days after written notice thereof is given to the Company; or (z) a relocation of Executive from Company by the Company’s principal office to a location more than 35 miles from Employee. If the location of the Company’s principal office, other than on required travel by Executive on the Company’s business or on a temporary basis not to exceed a period equal to two calendar months; provided, however, that any such termination by Executive shall only be deemed for Good Reason pursuant to this definition if: (1) Executive gives the Company written notice of intent to terminate for Good Reason within 30 days following the first occurrence of the condition(s) that Executive believes constitute(s) Employee terminates his employment with Good Reason, which notice shall describe such condition(s); (2) the Company fails shall pay to remedy such condition(s) within 30 days following receipt the Employee a lump sum payment equal to the total cash compensation, including both Base Salary and Bonus(es), the Employee would have been entitled to receive had the Employee continued to be employed for the Term of the written notice (Agreement. In addition to the “Cure Period”); (3) lump sum payment described above, any restrictions on any incentive compensation previously granted to the Company has not, prior to receiving such notice from Executive, already informed Executive that Executive’s employment with the Company is being terminated; and (4) Executive voluntarily terminates Executive’s employment within 30 days following the end Employee shall lapse effective as of the Cure Periodtermination of the Employee’s employment.

With Good Reason. Provided Executive has not previously been notified of the Company’s intention to The Employee may terminate Executive’s employment, Executive may resign from employment with the Company his services hereunder at any time for Good Reason (as defined below) by giving the Company written notice of such termination in compliance with Section 9.5 and provided that such notice specifies: (i) providing written notice to the basis for terminationCompany specifying in reasonable detail the condition giving rise to the Good Reason no later than the thirtieth (30th) day following the occurrence of that condition; and (ii) providing the effective date Company a period of termination thirty (30) days to remedy the condition and so specifying in the notice and (iii) terminating his employment for Good Reason within thirty (30) days following the earlier of the expiration of the period to remedy if the Company fails to remedy the condition or receipt of notice from the Company that it will not remedy the condition (such termination being hereinafter referred to as a “Termination for Good Reason”). For purposes of this Agreement, the term “Good Reason” shall mean any of without the following without ExecutiveEmployee’s prior written consent: consent (wa) any material diminution of Executivethe Employee’s duties or responsibilities hereunder (except in each case in connection with a the Employee’s Termination for Cause or as a result of Executivedue to the Employee’s death illness or Disability), or, ) or the assignment to Executive the Employee of duties or responsibilities that are materially inconsistent with Executivethe Employee’s then then-current position; provided, however, that except in connection with the acquisition of the Company and subsequent conversion of the Company to a division Employee’s illness or unit of the acquiring company will not by itself result in a diminution of Executive’s duties or responsibilitiesDisability; (xb) a material reduction diminution in Executive’s Base Salarythe duties or responsibilities of the officer to whom the Employee is required to report, which including a requirement that the parties agree is a reduction of at least 10% of Executive’s Base Salary (unless pursuant Employee report to a salary reduction program applicable generally to an officer other than the Company’s similarly-situated employees)Chief Executive Officer; (yc) any material breach of the Agreement by the Company which is not cured within 15 business days after written notice thereof is given to the Company; or (zd) a relocation of Executive the Employee’s primary location from which he performs his services to the Company’s principal office Company to a location more than 35 miles thirty (30) kilometers from the location of the Company’s principal officesuch location, other than on required travel by Executive on the Company’s business or on a temporary basis not to exceed a period equal to two six (6) consecutive calendar months; provided, however, provided that any such termination by Executive business travel as described in Section 2 shall only be deemed for not give rise to a Good Reason pursuant to condition under this definition if: (1) Executive gives the Company written notice of intent to terminate for Good Reason within 30 days following the first occurrence of the condition(s) that Executive believes constitute(s) Good Reason, which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within 30 days following receipt of the written notice (the “Cure Period”); (3) the Company has not, prior to receiving such notice from Executive, already informed Executive that Executive’s employment with the Company is being terminated; and (4) Executive voluntarily terminates Executive’s employment within 30 days following the end of the Cure PeriodSection 7.2.

With Good Reason. Provided Executive has not previously been notified of the Company’s intention to terminate Executive’s employment, Executive may resign from employment with the Company for Good Reason (as defined below) by giving the Company written notice of such termination in compliance with Section 9.5 and provided that such notice specifies: (i) the basis for termination; and (ii) the effective date of termination (such termination being hereinafter referred to as a “Termination for Good Reason”). For purposes of this Agreement, the term “Good Reason” shall mean any of the following without Executive’s prior written consent: (wx) any material diminution of Executive’s duties or responsibilities hereunder (except in each case in connection with a Termination for Cause or as a result of Executive’s death or Disability), or, the assignment to Executive of duties or responsibilities that are materially inconsistent with Executive’s then position; provided, however, that the acquisition of the Company and subsequent conversion of the Company to a division or unit of the acquiring company will not by itself result in a diminution of Executive’s duties or responsibilities; (x) a material reduction in Executive’s Base Salary, which the parties agree is a reduction of at least 10% of Executive’s Base Salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly-situated employees); (y) any material breach of the Agreement by the Company which is not cured within 15 business days after written notice thereof is given to the Company; or (z) a relocation of Executive from the Company’s principal office to a location more than 35 miles from the location of the Company’s principal office, other than on required travel by Executive on the Company’s business or on a temporary basis not to exceed a period equal to two calendar months; provided, however, that any such termination by Executive shall only be deemed for Good Reason pursuant to this definition if: (1) Executive gives the Company written notice of his intent to terminate for Good Reason within 30 days following the first occurrence of the condition(s) that Executive he believes constitute(s) Good Reason, which notice shall describe such condition(s); (23) the Company fails to remedy such condition(s) within 30 days following receipt of the written notice (the “Cure Period”); (3) the Company has not, prior to receiving such notice from Executive, already informed Executive that Executive’s his employment with the Company is being terminated; and (4) Executive voluntarily terminates Executive’s his employment within 30 days following the end of the Cure Period.

With Good Reason. Provided Executive has not previously been notified of the Company’s intention to The Employee may terminate Executive’s employment, Executive may resign from employment with the Company his services hereunder at any time for Good Reason (as defined below) by giving the Company written notice of such termination in compliance with Section 9.5 and provided that such notice specifies: (i) providing notice to the basis for terminationCompany specifying in reasonable detail the condition giving rise to the Good Reason no later than the thirtieth (30th) day following the occurrence of that condition; and (ii) providing the effective date Company a period of termination thirty (30) days to remedy the condition and so specifying in the notice and (iii) terminating his employment for Good Reason within thirty (30) days following the expiration of the period to remedy if the Company fails to remedy the condition (such termination being hereinafter referred to as a “Termination for Good Reason”). For purposes of this Agreement, the term “Good Reason” shall mean any of without the following without ExecutiveEmployee’s prior written consent: consent (wa) any material diminution of Executivethe Employee’s Base Salary and non-discretionary compensation; (b) any change in Employee’s reporting structure such that Employee no longer reports to the Chief Executive Officer of the Company; (c) any material diminution of the Employee’s duties or responsibilities hereunder (except in each case in connection with a the Termination for Cause or as a result of Executive’s death pursuant to Section 4.1) or Disability), or, the assignment to Executive the Employee of duties or responsibilities that are materially inconsistent with Executivethe Employee’s then then-current position; provided, however, that except in connection with the acquisition of the Company and subsequent conversion of the Company to a division Employee’s illness or unit of the acquiring company will not by itself result in a diminution of Executive’s duties or responsibilitiesDisability; (x) a material reduction in Executive’s Base Salary, which the parties agree is a reduction of at least 10% of Executive’s Base Salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly-situated employees); (yd) any material breach of the Agreement by the Company which is not cured within 15 business days after written notice thereof is given to the Company; or (ze) a relocation of Executive the Employee’s primary location from which he performs his services to the Company’s principal office Company to a location more than 35 miles thirty (30) kilometers from the location of the Company’s principal officesuch location, other than on required travel by Executive on the Company’s business or on a temporary basis not to exceed a period equal to two six (6) consecutive calendar months; provided, however, provided that any such termination by Executive business travel as described in Section 2 shall only be deemed for not give rise to a Good Reason pursuant to condition under this Section 7.2. The Employee and Company agree that the definition if: (1) Executive gives of “Good Reason” provided for in this Section 7.2 shall govern all agreements between the Company written notice and the Employee, and shall supersede any other definition of intent to terminate for Good Reason within 30 days following the first occurrence of the condition(s) that Executive believes constitute(s) “Good Reason, which notice shall describe such condition(s); (2) ” in any other agreement between the Company fails to remedy such condition(s) within 30 days following receipt of and the written notice (the “Cure Period”); (3) the Company has not, prior to receiving such notice from Executive, already informed Executive that Executive’s employment with the Company is being terminated; and (4) Executive voluntarily terminates Executive’s employment within 30 days following the end of the Cure PeriodEmployee.