Good Reason. For termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent) after any Change in Control, of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (i), (v) or (vi) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) the
... assignment to the Executive of any duties inconsistent with the Executive's status as a senior executive officer of the Company or a substantial adverse alteration in the nature or status of the Executive's responsibilities from those in effect immediately prior to the Change in Control; (ii) a reduction by the Company in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) the relocation of the Executive's principal place of employment to a location more than 50 miles from the Executive's principal place of employment immediately prior to the Change in Control or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) the failure by the Company to pay to the Executive any portion of the Executive's current compensation, or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (v) the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control which is material to the Executive's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control; or (vi) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company), the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the Company's normal vacation policy in effect at the time of the Change in Control. The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.
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Good Reason.
For for termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent)
during the term of this Agreement and after any Change in Control,
or prior to a Change in Control under the circumstances described in clause (ii) of the second sentence of Section 6.1 hereof (treating all references in paragraphs (I) through (VIII) below to a "Change in Control" as references to a "Potential Change in Control"), of any one of the
... following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (i), (v) (I), (V) , (VI) or (vi) (VII) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) (I) the assignment to the Executive of any duties inconsistent with the Executive's status as a senior an executive officer of the Company or a substantial adverse alteration in the nature or or, status of the Executive's responsibilities, which in the Executive's reasonable judgment, represents a substantial reduction of the status, title, position or responsibilities from those in effect immediately prior to the Change in Control; (ii) (II) a reduction by the Company in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) (III) the relocation of the Executive's principal place of employment to a location more than 50 30 miles from the Executive's principal place of employment immediately prior to the Change in Control (unless such relocation is closer to the Executive's principal residence) or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) (IV) the failure by the Company to pay to the Executive any portion of the Executive's current compensation, compensation or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (v) (V) the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control which is material to the Executive's total compensation, including but not limited to the Company's Base Salary Plan, Management Achievement Plan, 2006 Long-Term Incentive Plan, Armstrong Deferred Compensation Plan, Retirement Income Plan and Retirement Benefit Equity Plan, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control; (VI) any material breach of any provision of this Agreement or (vi) any employment that the Executive may have with the Company; (VII) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company), Control, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect at the time of the Change in Control. Control; or (VIII) any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7.1 hereof; for purposes of this Agreement, no such purported termination shall be effective. Notwithstanding anything herein to the contrary, termination of employment by the Executive for any reason during the 30-day period commencing on the one (1) year anniversary of a Change in Control shall constitute Good Reason; provided however, that solely for purposes of this paragraph, the term Change in Control must include both (i) a merger described by Section 16(F)(III) in which the Company is the surviving corporation or parent corporation and the holders of the voting securities of the Company outstanding immediately prior to such merger represent less than 66 2/3% of the combined voting power of the securities of the Company outstanding immediately after such merger, and (ii) an event described in Section 16(F)(II) also occurs. Solely for the provision of this paragraph, a Change in Control shall not occur by reason of the consummation of any transaction to sell or otherwise dispose of voting securities of the reorganized entity occurring after the effective date of a plan of reorganization in the Company's Chapter 11 case which is effected by a trust established under Section 524(g) of the U.S. Bankruptcy Code. The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. For purposes of any determination regarding the existence of Good Reason, any claim by the Executive that Good Reason exists shall be presumed to be correct unless the Company establishes to the Committee by clear and convincing evidence that Good Reason does not exist. The Executive's right to terminate employment for Good Reason shall be subject to the following conditions: (i) any amounts payable upon a Good Reason termination shall be paid only if the Executive actually terminates employment within two (2) years following the initial existence of the Good Reason condition and (ii) the amount, time and form of payment upon a termination of employment for Good Reason shall be the same as the amount, time and form of payment payable upon an involuntary termination without Cause. The Executive must also provide notice to the Company of the Good Reason condition within ninety (90) days of the initial existence of the condition and the Company must be given at least thirty (30) days to remedy such situation.
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Good Reason.
For for termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written
consent) after any Change in Control, consent), during the term of this Agreement, of any one of the following acts by the Company, or failures by the Company to
act, unless, act: (i) a material diminution in the
case of any act Executive's authority, duties, or
failure to act described in paragraph (i), (v) responsibilities or
(vi) below, such act or failure to... act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) the assignment to the Executive of any duties or responsibilities that are materially inconsistent with the Executive's status as a senior executive officer of the Company or a substantial adverse alteration in the nature or status of the Executive's responsibilities from those in effect immediately prior to the Change in Control; (ii) a reduction of ten percent (10%) or more by the Company in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) the relocation time except for across-the-board salary reductions similarly affecting all senior executive officers of the Executive's principal place of employment to a location more than 50 miles from the Executive's principal place of employment immediately prior to the Change in Control or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) the failure by the Company to pay to the Executive any portion of the Executive's current compensation, or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (v) Company; (iii) the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control which is material to the Executive's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both favorable in terms of compensation opportunity ("materially less favorable" shall be a reduction of ten percent (10%) or more in the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, compensation opportunity), as existed immediately prior to the Change in Control; or (vi) Control except for across-the-board compensation plan reductions similarly affecting all senior executive officers of the Company; (iv) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, savings, retirement, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company), Control, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits (a "material reduction" shall be a reduction of ten percent (10%) or more in the value of the aggregate benefits), or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, Control except for (i) across-the-board benefit reductions similarly affecting all senior executive officers of the Company or the failure (ii) reduction or elimination of Executive's annual comprehensive "executive" physical examinations, financial planning or other perquisites; (v) a material breach by the Company to provide of its obligations under this Agreement; or (vi) the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the Company's normal vacation policy in effect at the time failure of the Change Company to obtain the assumption and agreement to perform this Agreement by a Successor as provided in Control. The Executive's right Section 10.1 hereof prior to terminate the Executive's employment for Good Reason shall not be affected by effectiveness of the Executive's incapacity due succession or disposition referred to physical in Section 10.1(i) or mental illness. Section 10.1(ii), as applicable. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. The Executive's right to terminate employment for Good Reason shall be subject to the following conditions: (i) any amounts payable upon a Good Reason termination shall be paid only if the Executive actually terminates employment within one hundred and eighty (180) days following the initial existence of the Good Reason condition and (ii) the amount, time and form of payment upon a termination of employment for Good Reason shall be the same as the amount, time and form of payment payable upon an involuntary termination without Cause. The Executive must also provide notice to the Company of the Good Reason condition within ninety (90) days of the initial existence of such condition and the Company must be given at least thirty (30) days to remedy such situation.
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Good Reason.
For for termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent) after any Change in Control,
or prior to a Change in Control under the circumstances described in clause (ii) of the second sentence of Section 4.1 hereof, of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph
(i), (v) or (vi) (I) below, such act or
... failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) (I) the assignment to the Executive of any duties materially inconsistent with the Executive's status as a senior executive officer of the Company or a substantial material adverse alteration in the nature or status of the Executive's responsibilities from those in effect immediately prior to the Change in Control; (ii) (II) a material reduction by the Company in the Executive's annual base salary compensation, inclusive of bonuses and equity awards, as in effect on the date hereof or as the same may be increased from time to time; (iii) time, except for across-the-board reductions similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company; or (III) the relocation of the Executive's principal place of employment to a location more than 50 miles from the Executive's principal place of employment immediately prior to the Change in Control or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) the failure by the Company to pay to the Executive any portion of the Executive's current compensation, or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (v) the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control which is material to the Executive's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control; or (vi) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company), the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the Company's normal vacation policy in effect at the time of the Change in Control. The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. No act or omission shall constitute "Good Reason" for purposes of this Agreement unless the Executive provides to the Company (i) a written notice clearly and fully describing the particular acts or omissions which the Executive reasonably believes in good faith constitute "Good Reason" within 90 days of the first date of such acts or omissions, and (ii) an opportunity for the Company, within 30 days following its receipt of such notice, to cure such acts or omissions. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. hereunder
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Good Reason.
For for termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent) after any Change in Control,
or prior to a Change in Control under the circumstances described in the second sentence of Section 6.1 (treating all references in subsections (A) through (F) below (but not including subsection (G) below) to a "Change in Control" as references to a "Potential Change in Control"), of any one of the following acts by the
... Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (i), (v) subsection (A), (B), (C), (D), (E) or (vi) (G) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) thereof:(A) an adverse change in the Executive's role or position(s) as an officer of the Company as in effect immediately prior to the Change in Control, including, without limitation, any adverse change in the Executive's role or position as a result of a diminution of the Executive's duties or responsibilities (other than, if applicable, any such change directly and solely attributable to the fact that the Company is no longer publicly owned) or the assignment to the Executive of any duties or responsibilities which are inconsistent with such role or position(s), or any removal of the Executive from, or any failure to reappoint or reelect the Executive to, such position(s);(B) a reduction in the Executive's status as a senior executive officer Base Salary; (C) the failure by the Company or any subsidiary of the Company or a substantial adverse alteration in the nature or status of the Executive's responsibilities from those to continue in effect immediately prior to any Plan in which the Executive is participating at the time of the Change in Control; (ii) Control (or Plans providing the Executive with at least substantially similar benefits) other than as a reduction result of the normal expiration of any such Plan in accordance with its terms as in effect at the time of the Change in Control, or the taking of any action, or the failure to act, by the Company in which would adversely affect the Executive's annual base salary continued participation in any of such Plans on at least as in effect favorable a basis to the Executive as is the case on the date hereof or as the same may be increased from time to time; (iii) the relocation of the Change in Control or which would materially reduce the Executive's principal place benefits in the future under any of employment such Plans or deprive the Executive of any material benefit enjoyed by the Executive at the time of the Change in Control;(D) the Company requiring the Executive to a location more be based at an office that is greater than 50 miles from where the Executive's principal place of employment office is located immediately prior to the Change in Control or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) the failure by the Company to pay to the Executive any portion of the Executive's current compensation, or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (v) the failure by the Company to continue in effect any compensation plan in obligations which the Executive participates immediately undertook on behalf of the Company prior to the Change in Control which is material to the Executive's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control; or (vi) the failure Control;(E) any unreasonable refusal by the Company to continue to provide allow the Executive with benefits substantially similar to those enjoyed by attend to matters or engage in activities not directly related to the Executive under any business of the Company's pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately Company which, prior to the Change in Control (except for across Control, the board changes similarly affecting all senior executives Executive was permitted by the Board to attend to or engage in; (F) any purported termination of the Company and all senior executives Executive's employment which is not effected pursuant to a Notice of any Person in control Termination satisfying the requirements of the Company), the taking Section 7.1; for purposes of any other action this Agreement, no such purported termination shall be effective; or(G) a breach by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the Company's normal vacation policy in effect at the time of the Change in Control. The its obligations under Section 9.1 hereof.The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The In order for Good Reason to exist hereunder, the Executive must provide notice to the Company of the existence of the condition or circumstance described above within 90 days of the initial existence of the condition or circumstance (or, if later, within 90 days of the Executive's becoming aware of such condition or circumstance), and the Company must have failed to cure such condition within 30 days of the receipt of such notice. Subject to the preceding sentence, the Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. hereunder.For purposes of any determination regarding the existence of Good Reason, any good faith claim by the Executive that Good Reason exists shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that Good Reason does not exist.
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Good Reason.
For for termination
by the Executive of the Executive's employment
with the Company by such Executive shall mean the occurrence (without the Executive's express written
consent) consent which specifically references this Agreement) after
any a Change in Control,
or prior to a Change in Control under the circumstances described in clauses (B) and (C) of the second sentence of Section 6.1 hereof (treating all references in paragraphs (I) through (VII) below to a "Change in Control" as references... to a "Potential Change in Control"), of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (i), (v) (I), (V), (VI), or (vi) (VII) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) (I) the assignment to the Executive of any duties inconsistent with the Executive's status as a senior an executive officer or key employee of the Company or a substantial adverse alteration in the nature or status of the Executive's responsibilities from those in effect immediately prior to the a Change in Control; (ii) (II) a reduction by the Company in of the Executive's annual base salary as in effect on the date hereof of this Agreement, or as the same may be increased from time to time; (iii) time, except for across-the-board decreases uniformly affecting management, key employees and salaried employees of the Company or the business unit in which the Executive is then employed; (III) the relocation of the Executive's principal place of employment work location to a location more than 50 30 miles from the Executive's principal place vicinity of employment such work location immediately prior to the a Change in Control or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) (IV) the failure by the Company to pay to the Executive any portion of the Executive's current compensation, compensation or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (v) due, except for across-the-board compensation deferrals uniformly affecting management, key employees and salaried employees of the Company or the business unit in which the Executive is then employed; (V) the failure by the Company to continue in effect any compensation or benefit plan in which the Executive participates immediately prior to the a Change in Control which is material to the Executive's total compensation, or any substitute plans adopted prior to a Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control; or (vi) (VI) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the a Change in Control (except Control, except for across the board across-the-board changes similarly to any such plans uniformly affecting all senior executives of the Company and all senior executives of any Person participants in control of the Company), such plans, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect at the time of the Change in Control. Control; or (VII) any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7.1 hereof. For purposes of this Agreement, no such purported termination shall be effective. The Executive's right to terminate his or her employment with the Executive's employment Company for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. For purposes of any determination regarding the existence of Good Reason, any claim by the Executive that Good Reason exists shall be presumed correct unless the Company established to the Board by clear and convincing evidence that Good Reason does not exist.
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Good Reason.
For for termination
by the Executive of the Executive's employment
with the Company by such Executive shall mean the occurrence (without the Executive's express written
consent) consent which specifically references this Agreement) after
any a Change in Control,
or prior to a Change in Control under the circumstances described in clauses (B) and (C) of the second sentence of Section 6.1 hereof (treating all references in paragraphs (I) through (VII) below to a "Change in Control" as references... to a "Potential Change in Control"), of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (i), (v) (I), (V), (VI), or (vi) (VII) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) (I) the assignment to the Executive of any duties inconsistent with the Executive's status as a senior an executive officer or key employee of the Company or a substantial adverse alteration in the nature or status of the Executive's responsibilities from those in effect immediately prior to the Change in Control; (ii) (II) a reduction by the Company in of the Executive's annual base salary as in effect on the date hereof of this Agreement, or as the same may be increased from time to time; (iii) time, except for across-the-board decreases uniformly affecting management, key employees and salaried employees of the Company or the business unit in which the Executive is then employed; (III) the relocation of the Executive's principal place of employment work location to a location more than 50 30 miles from the Executive's principal place vicinity of employment such work location immediately prior to the a Change in Control or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) (IV) the failure by the Company to pay to the Executive any portion of the Executive's current compensation, compensation or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (v) due, except for across-the-board compensation deferrals uniformly affecting management, key employees and salaried employees of the Company or the business unit in which the Executive is then employed; (V) the failure by the Company to continue in effect any compensation or benefit plan in which the Executive participates immediately prior to the a Change in Control which is material to the Executive's total compensation, or any substitute plans adopted prior to a Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control; or (vi) (VI) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the a Change in Control (except Control, except for across the board across-the-board changes similarly to any such plans uniformly affecting all senior executives of the Company and all senior executives of any Person participants in control of the Company), such plans, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect at the time of the Change in Control. Control; or (VII) any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7.1 hereof. For purposes of this Agreement, no such purported termination shall be effective. The Executive's right to terminate his or her employment with the Executive's employment Company for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. For purposes of any determination regarding the existence of Good Reason, any claim by the Executive that Good Reason exists shall be presumed correct unless the Company established to the Board by clear and convincing evidence that Good Reason does not exist.
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