||Termination for Good Reason means a resignation of employment with the Company (or its subsidiaries) following the occurrence of any of the following: |
||a material diminution in the Participants base salary (except in conjunction with an across-the-board base salary reduction that
affects similarly situated employees of the Company), authority, duties or responsibilities from those in effect immediately prior to the date a Change of Control occurs; |
||a move of more than fifty (50) miles in the geographic location at which the Participant must perform services from the location at which the Participant was required to perform services immediately prior to the
date a Change of Control occurs; or |
||any other action or inaction by the Company that constitutes a material breach of the Plan or this Agreement within one (1) year following a Change of Control. |
In order for a resignation to be considered a Termination for Good Reason under this Agreement, (w) the event giving rise to Good
Reason must have occurred without the Participants consent, (x) the Participant must provide notice to the Company of the existence of one of the above events within thirty (30) days of the initial existence of such condition,
(y) the Company must be provided thirty (30) days from the date of the Participants notice to remedy that condition (the Cure Period), and (z) the condition must not have been remedied by the Company
during the Cure Period.
||Tax Withholding. The Company shall have the right to withhold from any delivery of Common Stock due under the Plan and this Agreement in accordance with and pursuant to Section 10.6 of the Plan.
||No Rights as Stockholder. The Participant shall have no rights as a stockholder with respect to the shares of Common Stock underlying the Performance-Based Restricted Stock Units, nor shall the Participant
have any rights to Dividend Equivalents with respect to the Performance-Based Restricted Stock Units, unless and until the Participant has become the record holder of such shares. |
||Restrictive Covenants. The provisions of the attached Appendix A, which are deemed to be part of this Agreement as if fully set forth herein, shall apply to the Participant. By accepting this
Agreement, the Participant agrees to be bound by, and promises to abide by, such provisions. The Participant further acknowledges and agrees that the restrictive covenants contained in Appendix A are reasonable and enforceable in all respects.