Common use of With or Without Good Reason Clause in Contracts

With or Without Good Reason. The Executive's employment may be terminated by the Executive with or without Good Reason. For purposes of this Agreement, "Good Reason" means: (i) A material diminution in the Executive?s authority, duties or responsibilities as compared with the Executive's authority, duties or responsibilities with the Company immediately prior to the Effective Date; provided, however, that Good Reason shall not be deemed to occur upon a change in authority, duties or responsibilities that is solely and directly a result of the Company no longer being a publicly traded entity and does not involve any other event set forth in this Section 6(d); (ii) A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report immediately prior to the Effective Date; (iii) A material change in the geographic location at which the Executive must perform services for the Company, which for this purposes shall mean the Company requiring the Executive to be based at any office or location other than that described in Section 4(a)(ii) hereof, except for travel required in the performance of the Executive's responsibilities which shall be no more extensive than the customary travel requirements of Executive prior to the Effective Date; or (iv) Any other action or inaction that constitutes a material breach of this Agreement by the Company; provided, however, that a termination by Executive for Good Reason shall be effective only if (i) the Executive has provided a Notice of Termination to the Company within 90 days after the initial existence of the event constituting Good Reason that an event constituting Good Reason has occurred, (ii) within 30 days following the delivery of such Notice of Termination by Executive to the Company, the Company has failed to cure the circumstances giving rise to Good Reason and (iii) the Executive resigns from employment prior to the end of the Employment Period.

With or Without Good Reason. The Executive's employment may be terminated by the Executive with or without Good Reason. For purposes of this Agreement, "Good Reason" means: (i) A material diminution in the Executive?s Executive's authority, duties or responsibilities as compared with the Executive's authority, duties or responsibilities with the Company immediately prior to the Effective Date; provided, however, that Good Reason shall not be deemed to occur upon a change in authority, duties or responsibilities that is solely and directly a result of the Company no longer being a publicly traded entity and does not involve any other event set forth in this Section 6(d); (ii) A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report immediately prior to the Effective Date; (iii) A material change in the geographic location at which the Executive must perform services for the Company, which for this purposes shall mean the Company requiring the Executive to be based at any office or location other than that described in Section 4(a)(ii) hereof, except for travel required in the performance of the Executive's responsibilities which shall be no more extensive than the customary travel requirements of Executive prior to the Effective Date; or (iv) Any other action or inaction that constitutes a material breach of this Agreement by the Company; provided, however, that a termination by Executive for Good Reason shall be effective only if (i) the Executive has provided a Notice of Termination to the Company within 90 days after the initial existence of the event constituting Good Reason that an event constituting Good Reason has occurred, (ii) within 30 days following the delivery of such Notice of Termination by Executive to the Company, the Company has failed to cure the circumstances giving rise to Good Reason and (iii) the Executive resigns from employment prior to the end of the Employment Period. Any termination by the Company with or without Cause or by the Executive with or without Good Reason shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 13(d) hereof. For purposes of this Agreement, a "Notice of Termination" means a written notice which (x) indicates the specific termination provision in this Agreement relied upon, (y) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (z) if the termination date is other than the date of receipt of such notice, specifies the proposed termination date.

With or Without Good Reason. The Executive's Executive may terminate his employment may be terminated by the Executive with or without Good Reason. For purposes of this Agreement, "“Good Reason" means” shall mean, without Executive’s express written consent: (i) A a reduction in Executive’s Base Salary or a material diminution in the Executive?s authority, duties reduction or responsibilities as compared with the Executive's authority, duties or responsibilities with the Company immediately prior to the Effective Date; provided, however, that Good Reason shall not be deemed to occur upon a change in authority, duties or responsibilities that is solely and directly a result discontinuance of the Company no longer being a publicly traded entity and does not involve any other event set forth in this Section 6(d)material benefit plan; (ii) A material diminution a failure to award an Incentive Bonus to Executive in the authorityan amount equal to at least 75% of Executive’s Target Bonus Opportunity for any Performance Year ending after December 31, duties, or responsibilities of the supervisor to whom the Executive is required to report immediately prior to the Effective Date2006; (iii) A material a failure on the part of the Company to grant or cause to be granted to Executive the Equity Award as previously discussed; (iv) any change in the geographic location at which position, duties, responsibilities (including reporting responsibilities) or status of Executive that is inconsistent and adverse to Executive in any material respect with Executive’s position, duties, responsibilities or status with or to the Company as a public company as of the Effective Date (including Executive must perform services for not serving as the Chief Financial Officer of the Company, which for this purposes shall mean ); (v) a requirement by the Company requiring the that Executive to be based at any in an office or location other that is located more than that described in Section 4(a)(ii) hereof, except for travel required in the performance 25 miles from Executive’s principal place of the Executive's responsibilities which shall be no more extensive than the customary travel requirements employment as of Executive prior to the Effective Date; or (ivvi) Any other action or inaction that constitutes a any material breach failure on the part of the Company to comply with and satisfy the terms of this Agreement by the CompanyAgreement; provided, however, that a termination by Executive for with Good Reason shall be effective only if (i) Executive delivers to the Executive has provided Company a Notice of Termination to the Company for Good Reason within 90 ninety (90) days after Executive first learns of the initial existence of the event constituting circumstances giving rise to Good Reason that an event constituting Good Reason has occurred, and within thirty (ii30) within 30 days following the delivery of such Notice of Termination by Executive to the Companyfor Good Reason, the Company has failed to cure the circumstances giving rise to Good Reason and (iii) the Executive resigns from employment prior to the end reasonable satisfaction of Executive; provided further, that Executive shall not be required to deliver to the Company a Notice of Termination within ninety (90) days after Executive first learns of the Employment Periodexistence of circumstances giving rise to Good Reason pursuant to clause (iv) above.