Good Reason After A Change of Control

Good Reason After A Change of Control. The occurrence of any of the following events or conditions, unless the Executive has consented in writing thereto or unless the event is remedied by the Company within 30 days after receipt of notice thereof given by the Executive: (1) Any reduction in the Executive's annual base salary; (2) Any reduction of the Executive's duties or responsibilities hereunder; (3) Any change in the Executive's reporting relationship such that he no longer reports directly to the CEO; (4) Any other material... breach of this Agreement by the Company; (5) The establishment of a target annual bonus less than that in effect for the immediately preceding year, measured as a percentage of base salary; (6) ICG or the Company becoming a subsidiary of another corporation or entity that is not an ICG Entity, unless this Agreement is assumed by the Ultimate Parent and Executive is appointed to a comparable executive position at the Ultimate Parent; (7) The Company's requiring the Executive to be based at a location other than within 50 miles of Philadelphia, Pennsylvania; or (8) The Company's failure to renew this Agreement in accordance with Section 1 above. View More