Good Reason Before A Change of Control

Good Reason Before A Change of Control. The occurrence of any of the following events or conditions, unless the Executive has expressly 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, other than as part of an across the board reduction in salaries of management personnel of less than 20%; (2) A material reduction of the Executive's duties or responsibilities hereunder, other than... a circumstance where the Executive continues to serve as the Chief Executive Officer, but another individual is appointed President and reports to the Executive; (3) A change in the Executive's reporting relationship such that he no longer reports solely and directly to the Board and the ICG Board, or their successors, as applicable; (4) Any other material breach of this Agreement by the Company which continues for a period of at least 30 days after a written notice of demand for substantial performance has been delivered to the Company by the Executive specifying the manner in which the Company has breached this Agreement; or (5) The Company's failure to renew this Agreement in accordance with Section 1 above. View More