Common use of Resignation with Good Reason Clause in Contracts

Resignation with Good Reason. Immediately upon written notice by Executive to the Company of a termination for Good Reason. The term “Good Reason” shall mean the occurrence of any of the following events without Executive’s consent: (i) material diminution in Executive’s Base Salary; (ii) relocation of Executive’s primary work location by more than fifty (50) miles from its then current location; (iii) material breach by the Company of this Agreement; or (iv) if Executive is a Section 16 officer as of the date of termination, material diminution in Executives title, reporting structure and/or job duties (other than temporarily as required by law, while Executive is physically or mentally incapacitated, during the pendency of an internal investigation, or after Executive or the Company has given notice of termination of Executive’s employment). Notwithstanding anything contained herein to the contrary, Executive shall not have Good Reason to terminate Executive’s employment unless: (x) Executive has given the Company written notice of the event alleged to constitute Good Reason within thirty (30) days of the first occurrence of such event; (y) the Company has an opportunity to cure the alleged Good Reason event within thirty (30) days after the receipt of written notice of the allegation; and (z) if the Company fails to cure, Executive’s date of termination for Good Reason shall occur within thirty (30) days following the last day of the cure period.