Quit With Good Reason. Mean the Officer's resignation within ninety (90) days following the occurrence of any of the following events which (except as to paragraph (vi) below) occurs without the Officer's written consent: (i) the failure of the Board to reelect the Officer to his then existing office; 6 (ii) a diminution in the Officer's title, position, authority or responsibility or the assignment to the Officer of duties or work
... responsibilities which are inconsistent with his title, position, authority or responsibility; (iii) any reduction in the Officer's base Salary, bonus opportunity or other compensation, or a material reduction in employee benefits; (iv) a change in the position to which the Officer reports or the positions which report to the Officer; (v) the relocation of the Company's headquarters or the primary place at which the Officer is to perform his duties to a location more than fifty (50) miles from the location at which the Officer previously performed his duties; (vi) the expiration of one hundred eighty (180) days after the occurrence of a Change in Control, regardless of whether the Officer consented to the Change in Control; or (vii) the occurrence of a complete liquidation or dissolution (as defined in paragraph 1(e)(v)) of the Company. Each separate event meeting the above requirements will allow the Officer to terminate his employment due to a Quit with Good Reason and the failure of the Officer to do so within one hundred eighty (180) days from the occurrence of such event in any given case will not prevent the Officer from terminating his employment due to a Quit With Good Reason if a later event occurs which entitles the Officer to do so.
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Quit With Good Reason. You resign within ninety (90) days following the occurrence of any of the following events which occurs without your written consent: (i) the failure of the Board of Directors of the Company to reelect you to your then existing office; (ii) a substantial diminution in your title, position, authority or responsibility or assignment to you of substantial duties or substantial work
... responsibilities which are inconsistent with your title, position, authority or responsibility; (iii)any reduction in your base salary, annual bonus opportunity or a material reduction in employee benefits; or (iv) the relocation of the Company's headquarters or the primary place at which you perform your duties to a location more than fifty (50) miles from the location at which you previously performed your duties; provided, however, that you must give the Company written notice within thirty (30) days following the occurrence of the event and the Company will have fifteen (15) days to cure the same. If you fail to give such notice or if the Company provides such cure, you will not be entitled to terminate your employment due to a Quit with Good Reason. Each separate event meeting the above requirements will allow you to terminate your employment due to a Quit With Good Reason and your failure to do so within ninety (90) days from the occurrence of such event in any given case will act as a waiver with respect to your rights to terminate your employment due to a Quit with Good Reason with respect to the occurrence of that specific event, but will not prevent you from terminating your employment due to a Quit With Good Reason if a later event occurs which entitles you to do so, subject to the notice and cure provisions.
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