Common use of Resignation With or Without Good Reason Clause in Contracts

Resignation With or Without Good Reason. (i) This Agreement and ▇▇. ▇▇▇▇▇▇▇▇▇’▇ employment hereunder may be terminated by ▇▇. ▇▇▇▇▇▇▇▇▇ with or without Good Reason at any time upon ninety (90) days written notice to the Company. (ii) For purposes of this Agreement, “Good Reason” means any of the following that has not been approved in writing in advance by ▇▇. ▇▇▇▇▇▇▇▇▇: (A) a material diminution of ▇▇. ▇▇▇▇▇▇▇▇▇’▇ titles, duties, responsibilities, authorities or reporting relationship or obligations, as set forth in this Agreement, including, but not limited to, ▇▇. ▇▇▇▇▇▇▇▇▇ no longer reporting directly to the Chief Executive Officer of the Company; (B) the failure of C. ▇▇▇▇▇ ▇▇▇▇ to elect ▇▇. ▇▇▇▇▇▇▇▇▇ as a Class B member of the Board of the Parent during the years 2020-2029, as long as ▇▇. ▇▇▇▇▇▇▇▇▇ is employed by the Company; (C) a material reduction in ▇▇. ▇▇▇▇▇▇▇▇▇’▇ Base Salary or target cash bonus; (D) subject to Section 2(f) above, relocation of ▇▇. ▇▇▇▇▇▇▇▇▇’▇ principal place of employment by more than fifty (50) miles from his current offices in Milton, Delaware; (E) a material breach by the Company of this Agreement or any other agreement between the Company or the Board and ▇▇. ▇▇▇▇▇▇▇▇▇; or (F) a Change in Control. Notwithstanding the foregoing, “Good Reason” for ▇▇. ▇▇▇▇▇▇▇▇▇ to resign shall not exist unless: (X) ▇▇. ▇▇▇▇▇▇▇▇▇ provides the Company with written notice of the condition giving rise to Good Reason; (Y) the Company fails to remedy such condition within thirty (30) days after its receipt of such written notice; and (Z) ▇▇. ▇▇▇▇▇▇▇▇▇ resigns within sixty (60) days after the cure period has lapsed. Any resignation or termination pursuant to this section 7(e) shall not constitute a breach of this Agreement by either party.

Resignation With or Without Good Reason. (i) This Agreement and ▇▇. ▇▇▇▇▇▇▇▇▇’▇ employment hereunder may be terminated by ▇▇. ▇▇▇▇▇▇▇▇▇ with or without Good Reason at any time upon ninety (90) days written notice to the Company. (ii) For purposes of this Agreement, “Good Reason” means any of the following that has not been approved in writing in advance by ▇▇. ▇▇▇▇▇▇▇▇▇: (A) a material diminution substantive change in the nature of ▇▇. ▇▇▇▇▇▇▇▇▇’▇ titles, duties, responsibilities, authorities or reporting relationship or obligations, as set forth in this Agreement, including, but not limited to, ▇▇. ▇▇▇▇▇▇▇▇▇ no longer reporting directly to the Chief Executive Officer of the Company; (B) the failure of C. ▇▇▇▇▇ ▇▇▇▇ to elect ▇▇. ▇▇▇▇▇▇▇▇▇ as a Class B member of the Board of the Parent during the years 2020-2029, as long as ▇▇. ▇▇▇▇▇▇▇▇▇ is employed by the Company; (C) a material reduction in ▇▇. ▇▇▇▇▇▇▇▇▇’▇ Base Salary or target cash bonusSalary; (DC) subject to Section 2(f) above, relocation of ▇▇. ▇▇▇▇▇▇▇▇▇’▇ principal place of employment by more than fifty (50) miles from his her current offices in Milton, Delaware; (ED) a material breach by the Company of this Agreement or any other agreement between the Company or the Board and ▇▇. ▇▇▇▇▇▇▇▇▇; or (FE) a Change in Control. Notwithstanding the foregoing, “Good Reason” for ▇▇. ▇▇▇▇▇▇▇▇▇ to resign shall not exist unless: (X) ▇▇. ▇▇▇▇▇▇▇▇▇ provides the Company with written notice of the condition giving rise to Good Reason; (Y) the Company fails to remedy such condition within thirty (30) days after its receipt of such written notice; and (Z) ▇▇. ▇▇▇▇▇▇▇▇▇ resigns within sixty (60) days after the cure period has lapsed. Any resignation or termination pursuant to this section 7(e) shall not constitute a breach of this Agreement by either party.