Common use of Termination by the Executive for Good Reason Clause in Contracts

Termination by the Executive for Good Reason. Executive may terminate employment with the Company for “Good Reason” and such termination will not be a breach of this Agreement by Executive. For purposes of this paragraph 6.1.1(b), Good Reason shall mean the occurrence of one of the events set forth below: (i) elimination of the Executive's job position or material reduction in duties and/or reassignment of the Executive to a new position of materially less authority; or (ii) a material reduction in the Executive’s Base Salary. Notwithstanding the foregoing, the Executive will not be deemed to have terminated for Good Reason unless (A) the Executive provides written notice to the Company of the existence of one of the conditions described above within ninety (90) days after the Executive has knowledge of the initial existence of the condition, (B) the Company fails to remedy the condition so identified within thirty (30) days after receipt of such notice (if capable of correction), (C) the Executive provides a notice of termination to the Company within thirty (30) days of the expiration of the Company’s period to remedy the condition specifying an effective date for the Executive’s termination, and (D) the effective date of the Executive’s termination of employment is within ninety (90) days after the Executive provides written notice to the Company of the existence of the condition referred to in clause (A).

Termination by the Executive for Good Reason. The Executive may -------------------------------------------- terminate employment with this Agreement prior to the Company expiration of the Term for “"Good Reason” and such termination will not be a breach of this Agreement by Executive. ." For purposes of this paragraph 6.1.1(b)Agreement, "Good Reason shall mean Reason"means (1) the occurrence assignment to the Executive of one any duties materially inconsistent with Paragraph 1(a) of this Agreement, or any other action by the events set forth below: (i) elimination Company that results in a diminution of the Executive's job position position, duties, authority or material reduction responsibility, other than an isolated, insubstantial and inadvertent action that is not taken in duties and/or reassignment bad faith and is remedied by the Company after receipt of notice thereof from Executive, (2) any requirement by the Company that the Executive's services be rendered primarily at a location or locations other than the greater Chicago metropolitan area and for other than a de minimis period of time; (3) the failure of the Executive Company to a new position of materially less authority; or (ii) a material reduction in pay the Executive’s Base Salary. Notwithstanding 's Annual Salary or other material breach by the foregoing, Company that is not remedied by the Company promptly after receipt of notice thereof from the Executive will not be deemed to have terminated for Good Reason unless (A) the Executive provides written notice to the Company of the existence of one of the conditions described above and in any event, within ninety (90) days after the Executive has knowledge of the initial existence of the condition, (B) the Company fails to remedy the condition so identified within thirty (30) 30 calendar days after receipt of such notice (if capable written notice). A termination of correction), (C) employment by the Executive provides a for Good Reason shall be effectuated by giving the Company written notice of the termination to the Company within thirty (30) 30 days of the expiration event constituting Good Reason, setting forth in reasonable detail the specific conduct of the Company’s period to remedy the condition specifying an effective date for the Executive’s termination, and (D) the effective date of the Executive’s termination of employment is within ninety (90) days after the Executive provides written notice to the Company of the existence of the condition referred to in clause (A)constituting Good Reason.

Termination by the Executive for Good Reason. Provided that a Cause event has not occurred, the Executive may shall be entitled to terminate employment with this Agreement and the Term hereunder for Good Reason (as defined below) at any time during the Term by written notice to the Company for “not more than 20 days after the occurrence of the event constituting such Good Reason” and such termination will not be a breach of this Agreement by Executive. For purposes of this paragraph 6.1.1(b)Agreement, “Good Reason Reason” shall mean the occurrence of one of the events set forth belowbe limited to: (i) elimination a material diminution of the Executive's job ’s position or authority as set forth in Section 3 hereof, which breach remains uncured (if curable) for a period of 15 days after written notice of such breach to the Company; (ii) the Company’s material reduction in duties and/or reassignment breach of the Executive compensation and benefits provisions of Section 4 or Section 5 hereof, which breach remains uncured (if curable) for a period of 15 days after written notice of such breach to a new position of materially less authoritythe Company; or (iiiii) following a material reduction Change in the Executive’s Base Salary. Notwithstanding the foregoingControl (as defined below), the Executive will not holding the position of chief executive officer of the ultimate parent corporation or other controlling entity resulting from the Change in Control transaction. Any notice required to be given by the Executive pursuant to this Section 6(b) shall specify the nature of the circumstance alleged to constitute Good Reason and the provisions of this Agreement relied upon, and shall specify the date of termination, which shall not be deemed to have terminated for Good Reason unless (A) less than 30 days or more than 60 days following the Executive provides written notice to the Company of the existence of one of the conditions described above within ninety (90) days after the Executive has knowledge of the initial existence of the condition, (B) the Company fails to remedy the condition so identified within thirty (30) days after receipt date of such notice (if capable of correction), (C) the Executive provides a notice of termination to the Company within thirty (30) days of the expiration of the Company’s period to remedy the condition specifying an effective date for the Executive’s termination, and (D) the effective date of the Executive’s termination of employment is within ninety (90) days after the Executive provides written notice to the Company of the existence of the condition referred to in clause (A)notice.

Termination by the Executive for Good Reason. The Executive may terminate employment with the Company for “Good Reason” and such termination will not be a breach of this Agreement by the Executive. For purposes of this paragraph Section 6.1.1(b), Good Reason shall mean the occurrence of one of the events set forth below: (i) elimination of the Executive's ’s job position or material reduction in duties and/or reassignment of the Executive to a new position of materially less authority; or (ii) a material reduction in the Executive’s Base Salary. Notwithstanding the foregoing, the Executive will not be deemed to have terminated for Good Reason unless (A) the Executive provides written notice to the Company of the existence of one of the conditions described above within ninety (90) days after the Executive has knowledge of the initial existence of the condition, (B) the Company fails to remedy the condition so identified within thirty (30) days after receipt of such notice (if capable of correction), (C) the Executive provides a notice of termination to the Company within thirty (30) days of the expiration of the Company’s period to remedy the condition specifying an effective date for the Executive’s termination, and (D) the effective date of the Executive’s termination of employment is within ninety (90) days after the Executive provides written notice to the Company of the existence of the condition referred to in clause (A).

Termination by the Executive for Good Reason. Executive may terminate employment with the Company for “Good Reason” and such termination will not be a breach of this Agreement by Executive. For purposes of this paragraph 6.1.1(b), Good Reason shall mean the occurrence of one of the events set forth below: (i) elimination of the Executive's ’s job position or material reduction in duties and/or reassignment of the Executive to a new position of materially less authority; or (ii) a material reduction in the Executive’s Base Salary. Notwithstanding the foregoing, the Executive will not be deemed to have terminated for Good Reason unless unless: (A) the Executive provides written notice to the Company of the existence of one of the conditions described above within ninety (90) days after the Executive has knowledge of the initial existence of the condition, ; (B) the Company fails to remedy the condition so identified within thirty (30) days after receipt of such notice (if capable of correction), ; (C) the Executive provides a notice of termination to the Company within thirty (30) days of the expiration of the Company’s period to remedy the condition specifying an effective date for the Executive’s termination, ; and (D) the effective date of the Executive’s termination of employment is within ninety (90) days after the Executive provides written notice to the Company of the existence of the condition referred to in clause (A).

Termination by the Executive for Good Reason. The Executive may terminate his employment with the Company hereunder for “Good Reason” and such termination will not be a breach of this Agreement by Executive. For purposes of this paragraph 6.1.1(b)Agreement, the term “Good Reason Reason” shall mean the occurrence of one any of the events set forth below: following: (i) elimination a material breach by the Company of the Executive's job position or material reduction in duties and/or reassignment of the Executive to a new position of materially less authoritythis Agreement; or (ii) a material reduction in the Executive’s Base Salary. Notwithstanding authority, duties and responsibilities hereunder; (iii) the foregoing, Board of Directors requires the Executive will to permanently relocate from the greater Cincinnati area as a condition of his employment. The parties acknowledge that Good Reason shall include any circumstance under which Executive ceases to be the chief executive officer of the Company following the occurrence of a Change of Control. The Executive may not be deemed to have terminated terminate his employment for Good Reason unless (A) the Executive provides written notice to the Company of the existence of one of the conditions described above within ninety (90) days after the Executive he has knowledge of the initial existence of the condition, (B) the Company fails to remedy the condition so identified within thirty (30) days after receipt of such notice (if capable of correction), (C) the Executive provides a notice of termination to the Company within thirty (30) days of the expiration of the Company’s period to remedy the condition specifying an effective date for the Executive’s termination, and (D) the effective date of the Executive’s termination of employment is within ninety (90) days after the Executive provides provided written notice to the Company of the existence of the condition referred circumstances providing justification for termination for Good Reason within ten (10) days of the Executive becoming aware of the facts giving rise to in clause Good Reason and the Company has thirty (A)30) days from the date on which the Executive provides notices to cure such circumstances. If the Executive does not terminate his employment within 60 days after the first occurrence of the circumstances giving rise to Good Reason, then the Executive will be deemed to have waived his right to terminate for Good Reason with respect to such circumstances.

Termination by the Executive for Good Reason. The Executive may terminate employment with the Company for “Good Reason” and such termination will not be a breach of this Agreement by and Executive’s employment hereunder with Good Reason (as defined below) at any time during the Term. For purposes of this paragraph 6.1.1(b)Agreement, “Good Reason Reason” shall mean the occurrence of one of the events set forth below: mean: (i) elimination the reduction of the Executive's job position ’s title, authority, Duties or material reduction in duties and/or reassignment of the Executive to a new position of materially less authorityresponsibilities; or (ii) a material any reduction in Annual Base Salary or Target Bonus potential of the Executive; (iii) breach of any material provision of this Agreement by the Company or its subsidiaries or affiliates, as applicable or (iv) any relocation of the Executive’s Base Salaryprincipal place of employment to a location more than thirty (30) miles away from the Executive’s principal place of employment as of the Effective Date. Notwithstanding the foregoing, prior to any termination by the Executive will not be deemed to have terminated of the Executive’s employment for Good Reason unless Reason, (Ax) the Executive provides shall first provide written notice to the Company setting forth in reasonable detail the specific conduct of the existence of one of Company purporting to constitute Good Reason (the conditions described above “GR Notice”) within ninety (90) days after of the date the Executive has knowledge first becomes aware of the initial existence of the conditionits existence, (By) the Company fails shall have the opportunity to cure or remedy the condition so identified such act or default within thirty (30) days after receipt of following such notice GR Notice, and (if capable of correction), (Cz) the Executive provides a notice of termination to the Company within thirty (30) days of the expiration of the Company’s period to remedy the condition specifying an effective date for shall terminate the Executive’s termination, and (D) the effective date of the Executive’s termination of employment is within ninety (90) days after following any such failure to cure by the Executive provides written notice to the Company of the existence of the condition referred to in clause (A)Company.

Termination by the Executive for Good Reason. Executive may terminate employment with the Company for “Good Reason” and such termination will not be a breach of this Agreement by Executive. For purposes of this paragraph 6.1.1(b), Good Reason shall mean the occurrence of one of the events set forth below: (i) elimination of the Executive's job position or material reduction in duties and/or reassignment of the Executive to a new position of materially less authority; or (ii) a material reduction in the Executive’s Base Salary. Notwithstanding the foregoing, the Executive will not be deemed to have terminated for Good Reason unless (A) the Executive provides written notice to the Company of the existence of one of the conditions described above within ninety (90) days after the Executive has knowledge of the initial existence of the condition, (B) the Company fails to remedy the condition so identified within thirty (30) days after receipt of such notice (if capable of correction), (C) the Executive provides a notice of termination to the Company within thirty (30) days of the expiration of the Company’s period to remedy the condition specifying an effective date for the Executive’s termination, and (D) the effective date of the Executive’s termination of employment is within ninety (90) days after the Executive Executive 10 1 ▇▇▇▇▇ ▇▇▇▇▇ Employment Agreement (August 2013) 9 provides written notice to the Company of the existence of the condition referred to in clause (A).

Termination by the Executive for Good Reason. Executive may terminate employment with the Company for “Good Reason” and such termination will not be a breach of this Agreement by Executive. For purposes of this paragraph 6.1.1(b), Good Reason shall mean the occurrence of one of the events set forth below: (i) elimination of the Executive's job position or material reduction in duties and/or reassignment of the Executive to a new position of materially less authority; or (ii) a material reduction in the Executive’s Base Salary. Notwithstanding the foregoing, the Executive will not be deemed to have terminated for Good Reason unless (A) the Executive provides written notice to the Company of the existence of one of the conditions described above within ninety (90) days after the Executive has knowledge of the initial existence of the condition, (B) the Company fails to remedy the condition so identified within thirty (30) days after receipt of such notice (if capable of correction), (C) the Executive provides a notice of termination to the Company within thirty (30) days of the expiration of the Company’s period to remedy the condition specifying an effective date for the Executive’s termination, and (D) the effective date of the Executive’s termination of employment is within ninety (90) days after the Executive provides written notice to the Company of the existence of the condition referred to in clause (A).Executive

Termination by the Executive for Good Reason. The Executive may terminate employment with the Company for “Good Reason” and such termination will not be a breach of this Agreement by the Executive. For purposes of this paragraph 6.1.1(b)Section 6.1.2, Good Reason shall mean the occurrence of one of the events set forth below: (ia) elimination of the Executive's ’s job position or material reduction in duties and/or reassignment of the Executive to a new position of materially less authority; or (iib) a material reduction in the Executive’s Base Salary. Notwithstanding the foregoing, the Executive will not be deemed to have terminated for Good Reason unless (A) the Executive provides written notice to the Company of the existence of one of the conditions described above within ninety (90) days after the Executive has knowledge of the initial existence of the condition, (B) the Company fails to remedy the condition so identified within thirty (30) days after receipt of such notice (if capable of correction), (C) the Executive provides a notice of termination to the Company within thirty (30) days of the expiration of the Company’s period to remedy the condition specifying an effective date for the Executive’s termination, and (D) the effective date of the Executive’s termination of employment is within ninety (90) days after the Executive provides written notice to the Company of the existence of the condition referred to in clause (A).

Termination by the Executive for Good Reason. Provided that a Cause event has not occurred, the Executive may shall be entitled to terminate employment with this Agreement and the Term hereunder for Good Reason (as defined below) at any time during the Term by written notice to the Company for “not more than 20 days after the occurrence of the event constituting such Good Reason” and such termination will not be a breach of this Agreement by Executive. For purposes of this paragraph 6.1.1(b)Agreement, “Good Reason Reason” shall mean the occurrence of one of the events set forth belowbe limited to: (i) elimination a material diminution of the Executive's job ’s position or authority as set forth in Section 3 hereof, which breach remains uncured (if curable) for a period of 10 days after written notice of such breach to the Company; (ii) the Company’s material reduction in duties and/or reassignment breach of the Executive compensation and benefits provisions of Section 4 or Section 5 hereof, which breach remains uncured (if curable) for a period of 15 days after written notice of such breach to a new position of materially less authoritythe Company; or (iiiii) following a material reduction Change in the Executive’s Base Salary. Notwithstanding the foregoingControl (as defined below), the Executive will not holding the position of Chief Financial Officer of the ultimate parent entity or other controlling entity resulting from the Change in Control transaction. Any notice required to be given by the Executive pursuant to this Section 6(b) shall specify the nature of the circumstance alleged to constitute Good Reason and the provisions of this Agreement relied upon, and shall specify the date of termination, which shall not be deemed to have terminated for Good Reason unless (A) less than 30 days or more than 60 days following the Executive provides written notice to the Company of the existence of one of the conditions described above within ninety (90) days after the Executive has knowledge of the initial existence of the condition, (B) the Company fails to remedy the condition so identified within thirty (30) days after receipt date of such notice (if capable of correction), (C) the Executive provides a notice of termination to the Company within thirty (30) days of the expiration of the Company’s period to remedy the condition specifying an effective date for the Executive’s termination, and (D) the effective date of the Executive’s termination of employment is within ninety (90) days after the Executive provides written notice to the Company of the existence of the condition referred to in clause (A)notice.