Change of Control Period Good Reason

Change of Control Period Good Reason. During the Change of Control Period, Good Reason means any of the following that occur without the Employee's consent: (i) a material reduction of the Employee's Base Salary; (ii) a material reduction in the Employee's Target Bonus; (iii) a material reduction in the Employee's duties, authority, reporting relationship or responsibilities, including: (1) the assignment of responsibilities, duties, reporting relationship or position that are not at least the substantial functional equivalent... of the Employee's position occupied immediately preceding the Change of Control, including the assignment of responsibilities, duties, reporting relationship or position that are not in a substantive area that is consistent with the Employee's experience and the position occupied prior to the Change of Control; or (2) a material diminution in the budget and number of subordinates over which the Employee retains authority; (iv) requiring the Employee to relocate to a location more than thirty-five (35) miles from his or her then current office location; (v) material violation by the Company of material term of any employment, severance, or change of control agreement between the Employee and the Company; or (vi) failure by successor entity to assume this Agreement. provided, however, that Good Reason shall not exist unless the Employee has provided the Company with written notice of the purported grounds for such Good Reason within ninety (90) days of its initial existence and such purported grounds, after good faith negotiations, are not cured within thirty (30) days of the Company's receipt of such written notice. View More