Common use of With or Without Good Reason Clause in Contracts

With or Without Good Reason. Employee may terminate their employment with Employer for any reason, with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following: (i) a material diminution of, or the assignment by the Board to Employee of any material duties that are clearly inconsistent with, Employee’s status, title and position as Executive Vice President, Chief Financial Officer and Chief Operating Officer of Employer (which includes Employee no longer holding their title in the ultimate parent company of Employer following a Change in Control (as defined below) of Employer); (ii) a reduction in Employee’s Base Salary or target bonus opportunity or a failure by Employer to pay Employee any amounts required to be paid under this Agreement, which failure continues uncured for a period of 15 days after written notice thereof is given by Employee to the Board; (iii) the requirement that Employee relocate their principal work location by more than 50 miles from the Company’s headquarters at 0000 Xxxx Xxxxxx Xxx., Xxxxxx Xxxx, XX 00000, other than in a direction that reduces Employee’s daily commuting distance; (iv) Employer provides Employee notice as contemplated by Section 3 of its decision not to renew this Agreement on the terms set forth herein; or (v) a material breach of the Agreement by Employer or any material and repeated interference by the Board or any Employer employee or stockholder with Employee’s ability or authority to discharge their duties or responsibilities hereunder that continues after the reasonable notice and opportunity to cure. Notwithstanding the occurrence of any of the foregoing events or circumstances, a resignation shall not be deemed to constitute resignation for Good Reason unless (x) Employee gives Employer written notice of the purported Good Reason not more than 60 days after the initial existence of such event or circumstance, (y) such event or circumstance has not been cured within 30 days following Employer’s receipt of such notice and (z) if Employer does not cure such circumstance, Employee actually terminates their employment not more than 30 days following the end of the applicable cure period.

With or Without Good Reason. Employee may terminate their employment with Employer for any reason, with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following: (i) a material diminution of, or the assignment by the Board to Employee of any material duties that are clearly inconsistent with, with Employee’s status, title and position as Executive Senior Vice President, Chief Financial Officer President and Chief Operating Commercial Officer of Employer (which includes Employee no longer holding their title in the ultimate parent company of Employer following a Change in Control (as defined below) of Employer); (ii) a reduction in Employee’s Base Salary or target bonus opportunity or a failure by Employer to pay Employee any amounts required to be paid under this Agreement, which failure continues uncured for a period of 15 days after written notice thereof is given by Employee to the Board; (iii) the requirement that Employee relocate their principal work location by more than 50 miles from the Company’s headquarters at 0000 Xxxx Xxxxxx Xxx., Xxxxxx Xxxx, XX 00000, other than in a direction that reduces Employee’s daily commuting distance; (iv) Employer provides Employee notice as contemplated by Section 3 of its decision not to renew this Agreement on the terms set forth herein; or (v) a material breach of the Agreement by Employer or any material and repeated interference by the Board or any Employer employee or stockholder with Employee’s ability or authority to discharge their duties or responsibilities hereunder that continues after the reasonable notice and opportunity to cure. Notwithstanding the occurrence of any of the foregoing events or circumstances, a resignation shall not be deemed to constitute resignation for Good Reason unless (x) Employee gives Employer written notice of the purported Good Reason not more than 60 days after the initial existence of such event or circumstance, (y) such event or circumstance has not been cured within 30 days following Employer’s receipt of such notice and (z) if Employer does not cure such circumstance, Employee actually terminates their employment not more than 30 days following the end of the applicable cure period.

With or Without Good Reason. Employee The Executive's employment may terminate their employment with Employer for any reason, be terminated by the Executive with or without Good Reason. For purposes of this Agreement, “"Good Reason” shall mean any of the following" means: (i) a A material diminution of, or the assignment by the Board to Employee of any material duties that are clearly inconsistent with, Employee’s status, title and position as Executive Vice President, Chief Financial Officer and Chief Operating Officer of Employer (which includes Employee no longer holding their title in the ultimate parent company of Employer following a Change in Control (as defined below) of Employer); (ii) a reduction in Employee’s Base Salary or target bonus opportunity or a failure by Employer to pay Employee any amounts required to be paid under this AgreementExecutive's authority, which failure continues uncured for a period of 15 days after written notice thereof is given by Employee to the Board; (iii) the requirement that Employee relocate their principal work location by more than 50 miles from the Company’s headquarters at 0000 Xxxx Xxxxxx Xxx., Xxxxxx Xxxx, XX 00000, other than in a direction that reduces Employee’s daily commuting distance; (iv) Employer provides Employee notice as contemplated by Section 3 of its decision not to renew this Agreement on the terms set forth herein; or (v) a material breach of the Agreement by Employer or any material and repeated interference by the Board or any Employer employee or stockholder with Employee’s ability or authority to discharge their duties or responsibilities hereunder as compared with the Executive's authority, duties or responsibilities with the Company immediately prior to the Effective Date; provided, however, that continues after the reasonable notice and opportunity to cure. Notwithstanding the occurrence of any of the foregoing events or circumstances, a resignation Good Reason shall not be deemed to constitute resignation occur upon a change in authority, duties or responsibilities that is solely and directly a result of the Company no longer being a publicly traded entity and does not involve any other event set forth in this Section 6(d); A material change in the geographic location at which the Executive must perform services for the Company, which for this purposes shall mean the Company requiring the Executive to be based at any office or location other than that described in Section 4(a)(ii) hereof, except for travel required in the performance of the Executive's responsibilities which shall be no more extensive than the customary travel requirements of Executive prior to the Effective Date; or Any other action or inaction that constitutes a material breach of this Agreement by the Company; provided, however, that a termination by Executive for Good Reason unless shall be effective only if (xi) Employee gives Employer written notice the Executive has provided a Notice of Termination to the purported Good Reason not more than 60 Company within 90 days after the initial existence of the event constituting Good Reason that an event constituting Good Reason has occurred, (ii) within 30 days following the delivery of such event Notice of Termination by Executive to the Company, the Company has failed to cure the circumstances giving rise to Good Reason and (iii) the Executive resigns from employment prior to the end of the Employment Period. Any termination by the Company with or circumstancewithout Cause or by the Executive with or without Good Reason shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 13(d) hereof. For purposes of this Agreement, a "Notice of Termination" means a written notice which (x) indicates the specific termination provision in this Agreement relied upon, (y) such event or circumstance has not been cured within 30 days following Employer’s receipt sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of such notice the Executive's employment under the provision so indicated and (z) if Employer does not cure the termination date is other than the date of receipt of such circumstancenotice, Employee actually terminates their employment not more than 30 days following specifies the end of the applicable cure periodproposed termination date.

With or Without Good Reason. Employee may terminate their employment with Employer for any reason, with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following: (i) a material diminution of, or the assignment by the Board to Employee of any material duties that are clearly inconsistent with, Employee’s status, title and position as Executive Senior Vice President, Chief Financial Officer President and Chief Operating People Officer of Employer (which includes Employee no longer holding their title in the ultimate parent company of Employer following a Change in Control (as defined below) of Employer); (ii) a reduction in Employee’s Base Salary or target bonus opportunity or a failure by Employer to pay Employee any amounts required to be paid under this Agreement, which failure continues uncured for a period of 15 days after written notice thereof is given by Employee to the Board; (iii) the requirement that Employee relocate their principal work location by more than 50 miles from the Company’s headquarters at 0000 Xxxx Xxxxxx Xxx., Xxxxxx Xxxx, XX 00000, other than in a direction that reduces Employee’s daily commuting distance; (iv) Employer provides Employee notice as contemplated by Section 3 of its decision not to renew this Agreement on the terms set forth herein; or (v) a material breach of the Agreement by Employer or any material and repeated interference by the Board or any Employer employee or stockholder with Employee’s ability or authority to discharge their duties or responsibilities hereunder that continues after the reasonable notice and opportunity to cure. Notwithstanding the occurrence of any of the foregoing events or circumstances, a resignation shall not be deemed to constitute resignation for Good Reason unless (x) Employee gives Employer written notice of the purported Good Reason not more than 60 days after the initial existence of such event or circumstance, (y) such event or circumstance has not been cured within 30 days following Employer’s receipt of such notice and (z) if Employer does not cure such circumstance, Employee actually terminates their employment not more than 30 days following the end of the applicable cure period.

With or Without Good Reason. Employee may terminate their employment with Employer for any reason, with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following: (i) a material diminution of, or the assignment by the Board to Employee of any material duties that are clearly inconsistent with, Employee’s status, title and position as Executive Senior Vice President, Chief Financial Officer President and Chief Operating Officer General Counsel of Employer (which includes Employee no longer holding their title in the ultimate parent company of Employer following a Change in Control (as defined below) of Employer); (ii) a reduction in Employee’s Base Salary or target bonus opportunity or a failure by Employer to pay Employee any amounts required to be paid under this Agreement, which failure continues uncured for a period of 15 days after written notice thereof is given by Employee to the Board; (iii) the requirement that Employee relocate their principal work location by more than 50 miles from the Company’s headquarters at 0000 Xxxx Xxxxxx Xxx., Xxxxxx Xxxx, XX 00000, other than in a direction that reduces Employee’s daily commuting distance; (iv) Employer provides Employee notice as contemplated by Section 3 of its decision not to renew this Agreement on the terms set forth herein; or (v) a material breach of the Agreement by Employer or any material and repeated interference by the Board or any Employer employee or stockholder with Employee’s ability or authority to discharge their duties or responsibilities hereunder that continues after the reasonable notice and opportunity to cure. Notwithstanding the occurrence of any of the foregoing events or circumstances, a resignation shall not be deemed to constitute resignation for Good Reason unless (x) Employee gives Employer written notice of the purported Good Reason not more than 60 days after the initial existence of such event or circumstance, (y) such event or circumstance has not been cured within 30 days following Employer’s receipt of such notice and (z) if Employer does not cure such circumstance, Employee actually terminates their employment not more than 30 days following the end of the applicable cure period.

With or Without Good Reason. Employee may terminate their employment with Employer for any reason, with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following: (i) a material diminution of, or the assignment by the Board to Employee of any material duties that are clearly inconsistent with, Employee’s status, title and position as Executive Vice President, Chief Financial Officer President and Chief Operating Executive Officer of Employer (which includes Employee no longer holding their title in the ultimate parent company of Employer following a Change in Control (as defined below) of Employer); (ii) a reduction in Employee’s Base Salary or target bonus opportunity or a failure by Employer to pay Employee any amounts required to be paid under this Agreement, which failure continues uncured for a period of 15 days after written notice thereof is given by Employee to the Board; (iii) the requirement that Employee relocate their principal work location by more than 50 miles from the Company’s headquarters at 0000 Xxxx Xxxxxx Xxx., Xxxxxx Xxxx, XX 00000, other than in a direction that reduces Employee’s daily commuting distance; (iv) Employer provides Employee notice as contemplated by Section 3 of its decision not to renew this Agreement on the terms set forth herein; or (v) a material breach of the Agreement by Employer or any material and repeated interference by the Board or any Employer employee or stockholder with Employee’s ability or authority to discharge their duties or responsibilities hereunder that continues after the reasonable notice and opportunity to cure. Notwithstanding the occurrence of any of the foregoing events or circumstances, a resignation shall not be deemed to constitute resignation for Good Reason unless (x) Employee gives Employer written notice of the purported Good Reason not more than 60 days after the initial existence of such event or circumstance, (y) such event or circumstance has not been cured within 30 days following Employer’s receipt of such notice and (z) if Employer does not cure such circumstance, Employee actually terminates their employment not more than 30 days following the end of the applicable cure period.