Resignation following a Change of Control. In the event of a Change of Control of Employer, thereafter, for “good reason” (as defined below), Employee may, at any time during the Three Year Period, in his sole discretion, on not less than thirty (30) days’ written notice and effective at the end of such notice period, resign his employment with Employer (the “Resignation”). Within five days of such a Resignation, Employer shall pay to Employee his full Base Salary through the effective date of such Resignation, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first sentence of Section 8(e), except that for purposes of such computation all references to “Termination” shall be deemed to be references to “Resignation”). Upon Resignation of Employee, Specified Benefits to which Employee was entitled immediately prior to Resignation shall continue on the same terms and conditions as provided in Section 8(e) in the case of Termination (including equivalent payments provided for therein). For purposes of this Agreement, “good reason” shall mean the occurrence of one of the following occurrences: (i) a significant diminution in the nature or scope of Employee’s authority, title, responsibilities or duties, unless Employee is given new authority or duties that are substantially comparable to Employee’s previous authority or duties; (ii) a reduction in Employee’s then-current Base Salary, or a significant reduction in Employee’s opportunities for earnings, or the termination or significant reduction of any Employee benefit or perquisite enjoyed by him; (iii) a change in Employee’s place of employment such that Employee is required to work more than fifty (50) miles from Employee’s then current place of employment; (iv) the failure of Employer to obtain an assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of Employer within forty-five (45) days after a merger, consolidation, sale or similar transaction; or (v) any material breach of this Agreement by Employer, provided however that to the extent Employee believes that Employer has engaged in a material breach of this Agreement, Employee shall provide Employer with ten (10) calendar days notice of such material breach and allow Employer to attempt to cure the alleged breach during that ten (10) day time period. Only upon expiration of the ten (10) day time period, if Employee believes that Employer has not sufficiently cured the alleged breach may Employee issue the notice of Resignation for “good reason” described above).
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Resignation following a Change of Control. In the event of a Change of Control of Employer, thereafter, for “good reason” (as defined below), Employee may, at any time during the Three Year Period, in his sole discretion, on not less than thirty (30) days’ written notice and effective at the end of such notice period, resign his employment with Employer (the “Resignation”). Within five days of such a ResignationIn accordance with Section 8(f), Employer shall pay to Employee his full Base Salary through the effective date of such Resignation, to the extent not theretofore paid, plus a lump sum an amount equal to the Special Severance Payment (computed as provided in the first sentence of Section 8(e8(d), except that for purposes of such computation all references to “Termination” shall be deemed to be references to “Resignation”). Upon Resignation of Employee, Specified Benefits to which Employee was entitled immediately prior to Resignation shall continue on the same terms and conditions as provided in Section 8(e8(d) in the case of Termination (including equivalent payments provided for therein). For purposes of this Agreement, “good reason” shall mean the occurrence of one of the following occurrences: (i) a significant diminution in the nature or scope of Employee’s authority, title, responsibilities or duties, unless Employee is given new authority or duties that are substantially comparable to Employee’s previous authority or duties; (ii) a reduction in Employee’s then-current Base Salary, or a significant reduction in Employee’s opportunities for earnings, or the termination or significant reduction of any Employee benefit or perquisite enjoyed by him; (iii) a change in Employee’s place of employment such that Employee is required to work more than fifty (50) miles from Employee’s then current place of employment; (iv) the failure of Employer to obtain an assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of Employer within forty-five (45) days after a merger, consolidation, sale or similar transaction; or (v) any material breach of this Agreement by Employer, provided however that to the extent Employee believes that Employer has engaged in a material breach of this Agreement, Employee shall provide Employer with ten (10) calendar days notice of such material breach and allow Employer to attempt to cure the alleged breach during that ten (10) day time period. Only upon expiration of the ten (10) day time period, if Employee believes that Employer has not sufficiently cured the alleged breach may Employee issue the notice of Resignation for “good reason” described above).
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