Termination by the Executive for Good Reason

Termination by the Executive for Good Reason. Shall mean a resignation that occurs within thirty (30) days following the occurrence of any one or more of the following: A. the reassignment of the Executive by Company, without the Executive's express written consent, to a position with the Company other than that of president and chief executive officer of the Company and its Operating Subsidiary or a material adverse change in the nature or scope of the Executive's authorities, powers, functions, duties or responsibilities in those... positions inconsistent with the provisions of this Agreement or the Related Agreement; B. the Company's breach or failure to perform its material obligations under this Agreement in any respect, including, without limitation, the failure by Company to pay compensation in accordance with this Agreement (provided that if such breach is capable of being cured within 30 days, such breach or failure shall continue for 30 days after Executive given the Company notice thereof) and such breach or failure has a material and adverse effect on the Executive; C. Company's requiring the Executive, without the Executive's express written consent, to change his place of permanent residency to or to spend more than 5% of the time in which he performs his duties for Company in a place more than 50 miles outside of Miami-Dade County, Florida; D. the occurrence of a Change of Control; or E. the Executive has terminated the Related Agreement on the basis of a Model Termination Event as described in subsection (a) of the definition thereof in the Related Agreement. View More