Example ContractsClausesnotice and cure opportunity in certain circumstancesVariants
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Notwithstanding the above, an event listed in [(i)-(iii) above] will only constitute Good Reason if (A) Participant notifies the Board in writing of the underlying circumstances constituting Good Reason within thirty (30) days of the occurrence of the circumstances constituting Good Reason, (B) the Company fails to cure such circumstances within thirty (30) days after receiving written notice thereof, and (C) Participant terminates his or her employment within thirty (30) days after such cure period has expired.

Notwithstanding the above, anforegoing, no event listed in [(i)-(iii) above] will onlyshall constitute Good Reason if (A)unless (i) the Participant notifies the Board in writing of the underlying circumstances constitutinghis or her intention to terminate for Good Reason within thirty (30) days of(describing the occurrence of the circumstances constitutingcondition(s) that allegedly constitute Good Reason, (B) the Company fails to cure such circumstancesReason) within thirty (30) days after receivingthe Participant knows or has reason to know of the occurrence of any such event, (ii) does not cure said condition within thirty (30) days after its receipt of the Participant’s written notice thereof,notice, and (C)(iii), in the event does not cure said condition, the Participant terminates his or her employment within thirty (30) days after such curethe period for curing said condition has expired.

Notwithstanding the above, an event listed in [(i)-(iii) above] will only constitute Good Reason if (A) Participant notifiesshall have provided the Board in writing of the underlying circumstances constituting Good ReasonCompany written notice within thirty (30) days of the occurrencehis or her knowledge or reason to know of the circumstancesexistence of any fact or circumstance constituting Good Reason, (B) the Company failsshall have failed to cure or eliminate such circumstancesfact(s) or circumstance(s) within thirty (30) days after receiving written notice thereof,of its receipt of such notice, and (C) Participant terminates his or herthe resulting termination of employment must occur within thirty (30) days afterfollowing expiration of such cure period has expired.period.

Notwithstanding the above, an event listed in [(i)-(iii) above] will only constitute Good Reason if (A)Executive Participant notifiesshall have provided the Board in writing of the underlying circumstances constituting Good ReasonCompany written notice within thirty (30) days of the occurrencehis or her knowledge or reason to know of the circumstancesexistence of any fact or circumstance constituting Good Reason, (B) the Company failsshall have failed to cure or eliminate such circumstancesfact(s) or circumstance(s) within thirty (30) days after receiving written notice thereof,of its receipt of such notice, and (C) Participant terminates his or herthe resulting termination of employment must occur within thirty (30) days afterfollowing expiration of such cure period has expired.period.

Notwithstanding the above, anforegoing, no such event listed in [(i)-(iii) above] will onlyshall constitute Good Reason if (A) Participant notifies"Good Reason" unless # Executive shall have given written notice of such event to the Board in writing ofCompany within ninety (90) days after the underlying circumstancesinitial occurrence thereof, # the Company shall have failed to cure the condition constituting Good Reason within thirty (30) days following the delivery of such notice (or such longer cure period as may be agreed upon by the occurrence of the circumstances constituting Good Reason, (B) the Company fails to cure such circumstances within thirty (30) days after receiving written notice thereof,parties), and (C) Participant# Executive terminates his or her employment within thirty (30) days after expiration of such cure period has expired.period.

NotwithstandingA termination of employment by the above, an event listedEmployee for one of the events set forth in [(i)-(iii) above](i), (ii), (iii) or (iv))] of this definition will onlynot constitute Good Reason if (A) Participant notifiesunless, # within the Board in writingthirty (30) day period immediately following the Employee’s knowledge of the underlying circumstances constituting Good Reasonoccurrence of such event (but in no event later than ninety (90) days following the occurrence of such event), the Employee has given written notice to the Employer of the event relied on for such termination, # the Employer has not remedied such event within thirty (30) days (the “Cure Period”) of the occurrencereceipt of such notice, and # the circumstances constituting Good Reason, (B) the Company fails to cure such circumstancesEmployee, within thirty (30) days after receivingthe end of the Cure Period, elects by written notice thereof,to the Corporation to terminate the Employee’s employment, to be effective immediately. For the avoidance of doubt, the Employee’s employment will not be deemed to terminate for Good Reason unless and (C) Participant terminates his or her employment within thirty (30) days afteruntil the Cure Period has expired and the Employer has not remedied such cure period has expired.event. The Corporation and the Employee may mutually waive in writing any of the foregoing provisions with respect to an event that otherwise constitutes Good Reason.

Notwithstanding the above, an event listed in [(i)-(iii) above] will only constitute Good Reason shall exist only if (A) Participant notifies(i) the Board in writing ofCompany fails to remedy the underlying circumstancesevent or events constituting Good Reason within thirty (30) calendar days after receipt of the occurrencenotice of termination of employment from the circumstances constituting Good Reason, (B)Grantee and (ii) the Company fails to cure such circumstances within thirty (30) days after receiving written notice thereof, and (C) ParticipantGrantee terminates his or her employment within thirty (30)one hundred eighty (180) days after such cure periodthe date that the Grantee first has expired.knowledge of the existence of any event or condition described in [clauses (A) through (H) above].

NotwithstandingIn order to invoke a termination for Good Reason, the above, an event listed in [(i)-(iii) above] will only constitute Good Reason if (A) Participant notifiesshall provide written notice to the Board in writingCompany of the underlying circumstances constituting Good Reasonexistence of one or more of the conditions described in [clauses (a) through (f)] within thirty (30)90 days of the occurrenceinitial existence of such condition or conditions, specifying in reasonable detail the circumstancesconditions constituting Good Reason, (B)and the Company shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition. In the event that the Company fails to cureremedy the condition constituting Good Reason during the applicable Cure Period, the Participant’s “separation from service” (within the meaning of Section 409A of the Code) must occur, if at all, within 180 days of the initial existence of the condition constituting Good Reason in order for such circumstances within thirty (30) days after receiving written notice thereof,termination as a result of such condition to constitute a termination for Good Reason. The Participant’s mental or physical incapacity following the occurrence of an event described above in [clauses (a) through (f)] shall not affect the Participant’s ability to terminate employment for Good Reason and (C) Participant terminates his or herthe Participant’s death following delivery of a Notice of Termination for Good Reason shall not affect the Participant’s estate’s entitlement to the severance payments and benefits provided hereunder upon a termination of employment within thirty (30) days after such cure period has expired.for Good Reason.

Notwithstanding the above, an event listed in [(i)-(iii)provided, however, that “Good Reason” shall not exist unless Employee has first provided written notice to [[Organization A:Organization]] detailing one or more of [[Organization A:Organization]] conditions under [clauses (a) through (c) above] will only constitutewithin ninety (90) days after Employee’s actual knowledge of [[Organization A:Organization]] initial occurrence of such alleged Good Reason if (A) Participant notifies the Board in writing of the underlying circumstances constituting Good Reason within thirty (30) days of the occurrence of the circumstances constituting Good Reason, (B) the Company fails to cureevent, and such circumstancescondition is not fully remedied by [[Organization A:Organization]] within thirty (30) days after receiving[[Organization A:Organization]]’s receipt of written notice thereof,from Employee, and (C) Participant terminates his or her employment[[Organization A:Organization]] Termination Date as a result of such event occurs within thirty (30) days after such[[Organization A:Organization]]’s thirty (30) day cure period has expired.period. (For these purposes, a notice shall be sufficient if it is transmitted by facsimile or email to [[Organization A:Organization]] Board and if it provides a general indication o [[Organization A:Organization]] nature of [[Organization A:Organization]] acts, ommissions, breach or breaches.),

NotwithstandingThe Grantee must give the above, anCompany notice of any event listed in [(i)-(iii) above] will onlyor condition that would constitute Good Reason if (A) Participant notifiesGood Reason” within ninety (90) days of its initial existence and upon receipt of such notice, the Board in writing of the underlying circumstances constituting Good Reason withinCompany shall have thirty (30) days to remedy the event or condition. If the event or condition is not remedied within such thirty (30) day period, any termination of employment by the Grantee for “Good Reason” must occur within six (6) months of the occurrenceGrantee learning of the circumstances constituting Good Reason, (B)initial existence of the Company fails to cure such circumstances within thirty (30) days after receiving written notice thereof, and (C) Participant terminates hiscondition or her employment within thirty (30) days after such cure period has expired.event.

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