Good Reason Event

Good Reason Event. . Each of the following actions that results from a Change in Control of the Company or that is taken ( whether by the Company or a Surviving Person) on the date of or at any time within twelve (12) months following a Change in Control of the Company shall constitute a "Good Reason Event": (a) Executive's employment with the Company is terminated without Cause by the Company or the Surviving Person (if other than the Company); or (b) Executive's authority, duties or responsibilities with... Company or the Surviving Person (if other than the Company) is materially reduced or Executive's principal position with Company or the Surviving Person (if other than the Company) in a manner or to an extent that constitutes or would generally be considered to constitute a demotion of Executive; provided, however, that if either of the foregoing actions is taken by the Company or the Surviving Person as a result of (i) the Disability of Executive, or (ii) any acts or omissions of Executive or any other occurrence that would entitle Company or the Surviving Person to terminate Executive's employment hereunder for Cause, then such action shall not entitle Executive to terminate his employment for Good Reason pursuant to Section 6.1 of this Agreement; or (c) Executive's base salary or base compensation is reduced below the amount thereof as prescribed by this Agreement, unless such reduction is made (i) as part of an across-the-board cost cutting measure that is applied equally or proportionately to all senior executives of Company or the Surviving Person (if other than the Company), rather than discriminatorily against Executive, or (ii) by and at the election of the Company or the Surviving Person (if other than the Company) due to Executive's Disability or any acts or omissions of Executive or other occurrence that would entitle Company or the Surviving Person to terminate Executive's employment for Cause; or (d) The Company or the Surviving Person (if other than the Company) breaches any of its material obligations to Executive under this Agreement and fails to cure such material breach prior to the expiration of a period of thirty (30) days following the giving of a written notice from Executive to the Company or the Surviving Person (if other than the Company) of such breach which sets forth, in reasonable detail, the actions, facts or circumstances that Executive is asserting constitute such a breach by the Company. View More

Good Reason Event. Each of the following actions that results from a Change of Control of the Company, or that is taken by the Company on the date of or at any time within twelve (12) months following the consummation of a Change of Control of the Company, shall constitute a "Good Reason Event": (a) Executive's employment with the Company is terminated without Cause by the Company; or (b) Executive's authority, duties or responsibilities with Company are materially reduced, as compared to his authority, duties... or responsibilities with Company prior to such Change of Control or Executive's principal position with Company is changed in a manner or to an extent that constitutes or would generally be considered to constitute a demotion of Executive when compared to his position with the Company prior to the Change of Control; provided, however, that if either of the foregoing actions is taken by the Company as a result of (i) the Disability of Executive, or (ii) any acts or omissions of Executive or any other occurrence that would entitle Company to terminate Executive's employment under this Agreement for Cause, then such action shall not constitute a Good Reason Event and will not entitle Executive to terminate his employment for Good Reason pursuant to Section 6.1 of this Agreement; or (c) Executive's base salary or base compensation is reduced below the amount thereof as prescribed by this Agreement, unless such reduction is made (i) as part of an across-the-board cost cutting measure that is applied equally or proportionately to all senior executives of Company rather than discriminatorily against Executive, or (ii) by and at the election of the Company due to Executive's Disability or any acts or omissions of Executive or other occurrence that would entitle Company to terminate Executive's employment hereunder for Cause; or (d) The Company breaches any of its material obligations to Executive under this Agreement and fails to cure such material breach prior to the expiration of a period of thirty (30) days following the giving of a written notice from Executive to the Company of such breach which sets forth, in reasonable detail, the actions, facts or circumstances that Executive is asserting constitute such breach. View More

Good Reason Event. A material breach of this Agreement by the Company and such breach shall not have been cured within thirty (30) days after written notice of such breach that is given by the Employee to the Board no later than thirty (30) days after the initial existence of the breach.

Good Reason Event. Means, during the Employment Period, (i) a substantial diminution in Executive's professional responsibilities, (ii) the Company's failure to timely pay any amounts due to Executive hereunder or a significant reduction in the Salary or in the aggregate of the services, perquisites, and amenities which Executive was theretofore receiving, (iii) a change in Executive's work location that increases the regular one-way commute distance between Executive's residence and work location prior to such... change by more than 50 miles, (iv) any action or inaction that constitutes a material breach of this Agreement by the Company. View More