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

Resignation With or Without Good Reason. (a) This Agreement and the Executive’s employment hereunder may be terminated by the Executive with Good Reason at any time as set forth in Section 5.5(b) below, and without Good Reason upon one hundred eighty (180) days advanced written notice from the Executive to the Company. (b) For purposes of this Agreement, “Good Reason” means any of the following that has not been approved in writing in advance by the Executive: (i) a material diminution of the Executive’s titles including, but not limited to, the appointment of a co-Chief Executive Officer of the Company, the Executive becoming the chief executive officer of a division or subsidiary instead of the Chief Executive Officer of the Company, or the Executive no longer reporting directly to the Board; (ii) a material diminution of the Executive’s duties, responsibilities, authorities or reporting relationship or obligations such that the Executive is no longer serving as the sole most senior executive managing the day-to-day operations of the Company’s business (iii) the failure of the Board to nominate the Executive for election or reelection as a director of TopCo; (iv) a material reduction in the Executive’s Base Salary or target cash bonus (other than pursuant to the terms of this Agreement); (v) a relocation of the Executive’s principal place of employment by more than 50 miles from the Company’s offices in Fairport, New York (other than a relocation to New York, New York); (vi) the Executive is not the Chief Executive Officer of the Company; or (vii) a material breach by the Company of this Agreement or any other agreement between the Company or the Board and the Executive. Notwithstanding the foregoing, “Good Reason” for the Executive to resign shall not exist unless: (A) the Executive provides the Company with written notice of the existence of the condition giving rise to Good Reason specifying in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment for Good Reason within 90 days after its initial occurrence; (B) the Company fails to remedy such condition within 30 days after its receipt of such written notice; and (C) the Executive resigns within 60 days after the cure period has lapsed. Any resignation or termination pursuant to the terms of this Section 5.5 shall not constitute a breach of this Agreement by either party. In addition to, and in no way limiting, the foregoing, “Good Reason” shall include the agreement of the Board that a resignation shall be treated as a resignation with Good Reason.

Resignation With or Without Good Reason. Executive shall have the right to terminate this Agreement at any time, for any reason, without Good Reason, by providing the Company with thirty (a30) This days written notice, provided, however, that subsequent to Executive’s resignation, Executive shall be required to comply with all surviving provisions of this Agreement and the EPIIA, and Executive shall execute termination certification agreements relating to the return of the Company’s confidential or proprietary information, handling of material non-public information and compliance with securities laws, and compliance with the Company’s policies, including ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, information technology, and human resources policies. Executive shall not be entitled to any Severance Pay. Executive will only be entitled to receive Executive’s Base Salary earned up to the date of termination. Notwithstanding the foregoing or anything to the contrary in this Agreement, Executive also has the right to resign Executive’s employment hereunder may be terminated by the Executive with Good Reason at any time as set forth in Section 5.5(b) below, and without Good Reason upon one hundred eighty (180) days advanced written notice from the Executive to the Company. (b) For purposes of this Agreement, for “Good Reason” means due to occurrence of any of the following that has not been approved in writing in advance by the Executivefollowing: (i) a material diminution of the adverse change in Executive’s titles includingtitle, but not limited to, the appointment of a co-Chief Executive Officer of the Company, the Executive becoming the chief executive officer of a division or subsidiary instead of the Chief Executive Officer of the Companyduties, or the Executive no longer reporting directly to the Boardresponsibilities; (ii) a any material diminution reduction by the Company of the Executive’s duties, responsibilities, authorities or reporting relationship or obligations such that the Executive is no longer serving as the sole most senior executive managing the day-to-day operations of the Company’s business base compensation; (iii) the failure Company creates a work environment designed to constructively terminate Executive, to unlawfully harass or retaliate against Executive, or directs Executive to engage in any conduct violative of professional medical ethics, any law or regulation applicable to the Board to nominate the Executive for election or reelection as a director of TopCoCompany’s business; (iv) a any material reduction in the Executive’s Base Salary or target cash bonus (other than pursuant change to the terms geographic location of this Agreement); (v) a relocation of the Executive’s principal place of employment that increases Executive’s one-way commute by more than 50 at least 35 miles from the Companyas compared to Executive’s offices in Fairport, New York (other than a relocation then-current place of employment prior to New York, New York); (vi) the Executive is not the Chief Executive Officer of the Companysuch relocation; or (viiv) a any material breach by the Company of this Agreement or any other written agreement between the Company or the Board and the ExecutiveParties. Notwithstanding the foregoing, “Good Reason” for the Executive to resign shall not exist unless: (A) the Executive provides the Company with written notice of the existence of the condition giving rise to Good Reason specifying in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment for Good Reason within 90 days after its initial occurrence; (B) the Company fails to remedy such condition within 30 days after its receipt of such written notice; and (C) the Executive resigns within 60 days after the cure period has lapsed. Any No resignation or termination pursuant to the terms of this Section 5.5 shall not constitute a breach of this Agreement by either party. In addition to, and in no way limiting, the foregoing, “Good Reason” shall include the agreement of the Board that a resignation shall will be treated as a resignation with Good Reason unless (x) the Executive has given written notice to the Company of his intention to terminate employment for Good Reason, describing the grounds for such action, within ninety (90) days after the first occurrence of such circumstances, (y) the Executive has provided the Company with at least thirty (30) days in which to cure the circumstances, and (z) if the Company fails to cure the circumstances, Executive ends his employment within 30 days following the cure period in (y). In the event that Executive terminates his employment for Good Reason, then Executive shall be entitled to receive the Accrued Amounts and Severance Payment, as if Executive were terminated by the Company without Cause under Section 7.2, subject to Executive’s compliance with all of the Severance Conditions. For the avoidance of doubt, if Executive’s resignation for Good Reason occurs within six (6) months before or twelve (12) months after a Change of Control, in addition to any other applicable benefits, Executive will also be entitled to receive the Accelerated Vesting provided under Section 7.3.