Cessation. (a) Executive ceases to serve as a member of the Board at any time prior to the three (3) year anniversary of the Effective Date (the effective date of such cessation, the "Cessation Date"), provided that such cessation is (I) at the written request of the majority of the members of the Board (or made by a majority of the Board at a properly called meeting thereof), (II) due to Executive not being recommended by the Company or the Board for reelection or not being reelected to the Board by the... Company's stockholders, (III) following a material breach of this Agreement by the Company of which Executive has notified the Company within 90 days after such breach in writing that it has materially breached this Agreement (specifying the provision(s) breached and the circumstances constituting such breach), the Company has failed to cure such breach within 30 days following such notice, and the Executive has resigned and ceased service within fifteen (15) days of such failure to cure, or (IV) following a material diminution in Executive's assigned duties as Executive Chairman, provided that Executive first notifies the Company within 30 days after such material diminution in writing that such event has occurred and the Company has failed to cure such diminution within 30 days following such notice, and Executive has resigned and ceased service within fifteen (15) days of such failure to cure (a resignation fulfilling all of the requirements of clause (a) (III) or (a)(IV) shall be deemed for "Good Reason"), or (b) Executive ceases to serve as Executive Chairman at the written request of the majority of the members of the Board (or made by a majority of the Board at a properly called meeting thereof). For the avoidance of doubt, (i) except as provided above in this Section 10(b), any voluntary termination of Executive's service or termination of Executive's service for Executive's death or disability or (ii) termination of Executive's status as a "principal executive officer" while still serving as Executive Chairman or as a member of the Board shall, in each case, not constitute a Cessation under this Agreement.View More
