Good Reason Good Reason

Good Reason Good Reason. Shall mean: (i) Without his express written consent, the assignment to Executive of any duties materially inconsistent with his positions, duties, responsibilities and status with Employer as of the beginning of the current term or a significant material diminishment in his titles or offices as in effect at the beginning of the current term, or any removal of Executive from or any failures to re-elect Executive to any of such positions, except in connection with the termination of his... employment for Cause or as a result of his disability (within the meaning of Employer's disability policy in effect at the time of the disability) or death, or termination by Executive other than for Good Reason; Employment Agreement Page 8 (ii) A significant and material adverse diminishment in the nature or scope of the authorities, powers, functions or duties attached to the position with which Executive had immediately prior to the Change in Control or a reduction in Executive's aggregate base salary and bonus payable pursuant to Section 3 without the prior written consent of Executive; (iii) Employer shall relocate its principal executive offices or require Executive to have as his principal location of work any location which is in excess of fifty (50) miles from the location thereof immediately prior to a Change in Control; or (iv) Any substantial and material breach of this Agreement by Employer. With respect to any purported action (or failure to act) of Employer, Executive shall only have Good Reason to terminate his employment if he has provided to Employer a written notice describing what Executive believes is Good Reason within ninety (90) days of such purported action (or failure to act) of Employer and Employer has failed to cure such circumstance within thirty (30) days of receipt of said notice from Executive. View More