Good Reason or Constructive Termination Without Cause

Good Reason or Constructive Termination Without Cause. Shall mean termination by the Executive of his employment, after written notice to the Company within 30 days following the occurrence of any of the following events without his consent: (i) a reduction in the Executive's then current Base Salary or reference bonus opportunity; (ii) the removal of Executive from his position as Chairman of the Board or removal from any position described in Section 3 of this Agreement, unless such action is... contemplated by Section 3; (iii) a material diminution in the Executive's duties or responsibilities not directly related to the transfer of responsibilities contemplated in Section 3(b); (iv) a change in the reporting structure so that the Executive reports to any other person or entity other than the Board; (v) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale or similar transaction; or (vi) the material breach of this Agreement by the Company. Following written notice from the Executive, as described above, the Company shall have 15 days in which to cure. If the Company fails to cure, the Executive's termination shall become effective on the 16th day following the written notice. 2 View More