Good Reason

Posted by Steven Ayr

For purposes of this Agreement “Good Reason” shall mean any of the following, without the employee’s consent: (i) a material diminution of the employee’s duties, responsibilities or authority [not often used, but complies with 409A: (or a material diminution in the authority, duties or responsibilities of the supervisor to whom the employee reports)]; (ii) a material reduction in the employee’s base salary; (iii) the relocation of the employee’s primary place of employment more than 35 miles from its location [as of the Effective Date] (unless the employee’s primary place of employment is less than 35 miles from his/her residence after such relocation); or (iv) a material breach by the Company of the Employment Agreement; provided, however, that “Good Reason” shall not be deemed to exist under subsections (i), (ii) or (iv) hereof, unless: (A) the employee provides the Company (or its successor, as applicable) with written notice that she/he intends to terminate his/her employment hereunder, including the grounds giving rise to such termination, within 30 days of the condition’s occurrence, (B) if such occurrence can be remedied or cured, such condition is not fully remedied or cured by the Company, to the employee’s reasonable satisfaction, within 30 days after receipt of written notice from the employee, and (C) the employee terminates employment with the Company within [90][120] days from the date that the occurrence giving rise to “Good Reason” first occurs.


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