![]() Good Reason means that the Executive has complied with the “ Good Reason Process” ( hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Executive’s responsibilities, authority or duties (ii) a material diminution in the Executive’s Base Salary except for across-the- board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company ( iii) a material change in the geographic location at which the Executive provides services to the Company or (iv) the material breach of this Agreement by the Company. Good Reason means, with respect to the Executive, the occurrence of any of the following (without his written consent): (a) a reduction in the Executive’s Base Salary or target Annual Bonus (b) an adverse change in the Executive’s title, authority, duties, responsibilities or reporting lines as specified in Section 2.1 of this Agreement (c) the relocation of the Executive’s principal place of employment to a location more than 10 miles from West Orange, New Jersey (d) a failure by the Company to pay material compensation when due in connection with the Executive’s employment or (e) a material breach of this Agreement by the Company provided, however, that, if any such Good Reason is reasonably susceptible to cure, then the Executive shall not terminate his employment hereunder unless the Executive first provides the Company with written notice of his intention to terminate and of the grounds for such termination, and the Company has not, within 10 business days following receipt of such written notice, cured such Good Reason. ![]() If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred. The change in control severance arrangements described in this section are “double trigger” arrangements, meaning they result in a payment only if there is a change in control of the Company and the executive is terminated without Cause or resigns for Good Reason following a change in control. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. ![]() Lanigan Executive Compensation and BenefitsVoluntary Termination for Good Reason or Terminationwithout Cause on 12/31/21 (1) Long-term disability benefits per year until the earlier of no longer disabled or Social Security retirement age. ![]() Klink’s severance payments due to termination without Reasonable Cause or his termination for Good Reason include one year of his base cash compensation (defined as the highest annual base salary in effect during his employment term), plus an amount equal to the Company’s share of COBRA premiums for 12 months.
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