Good Reason Termination

Good Reason Termination. (e) "Good Reason Termination" shall mean a termination of employment or service initiated by the Participant upon or within two years after a Change of Control upon one or more of the following occurrences:(i) a material diminution in the authority, duties or responsibilities held by the Participant immediately prior to the Change of Control;(ii) a material diminution in the Participant's base salary as in effect immediately prior to the Change of Control; or (iii) a material change in the... geographic location at which the Participant must perform services (which, for purposes of this Grant Letter, means the Participant is required to report, other than on a temporary basis (less than 12 months), to a location which is more than 50 miles from the Participant's principal place of business immediately preceding the Change of Control, without the Participant's express written consent).Notwithstanding the foregoing, the Participant shall be considered to have a Good Reason Termination only if the Participant provides written notice to the Company, pursuant to Section 13, specifying in reasonable detail the events or conditions upon which the Participant is basing such Good Reason Termination and the Participant provides such notice within 90 days after the event that gives rise to the Good Reason Termination. Within 30 days after notice has been provided, the Company shall have the opportunity, but shall have no obligation, to cure such events or conditions that give rise to the Good Reason Termination. If the Company does not cure such events or conditions within the 30-day period, the Participant may terminate employment or service with the Company based on Good Reason Termination within 30 days after the expiration of the cure period. Notwithstanding the foregoing, if the Participant has in effect a Change in Control Agreement with the Company or an Affiliate, the term "Good Reason Termination" shall have the meaning given that term in the Change in Control Agreement. View More

Good Reason Termination. The meanings given those terms in the Grantee's existing Change in Control Agreement with the Company as in effect on the Grant Date

Good Reason Termination. A termination of employment by the Employee with "Good Reason", as such term is defined in the written employment agreement between the Company and the Employee dated May 19, 2005; provided that if such term is not defined in such agreement then clause (5) of Section 7(a) shall be inapplicable