Lexmark 2012 Annual Report Download - page 168

(c) “Change of Control” shall have the same meaning as that in the Change of Control Agreement entered concurrently with this Agreement.
(d) Good Reason. “Good Reason” means the voluntary termination of employment of a Participant within 180 days following: (i) any assignment to
Executive of any duties, functions or responsibilities that are significantly different from, and result in a substantial and material diminution of, the duties,
functions or responsibilities that Executive has on the date hereof provided, however, that a change in Executive’s duties or responsibilities solely as a result of
the Company becoming a subsidiary or division of the surviving entity shall not be considered Good Reason; (ii) a reduction by the Company of the annual
base salary of Executive as in effect immediately prior to such reduction, other than a reduction as part of an across the board reduction in salary for
executives of the Company; (iii) a reduction in Executive’s benefits, except to the extent that the benefits of all other officers of the Company are similarly
reduced; (iv) a relocation of Executive’s principal office to a location more than one hundred (100) miles from the location at which Executive was performing
Executive’s duties as of the Effective Date, except for required travel by Executive on the Company’s business; or (v) the breach by the Company of any of its
obligations under this Agreement, the Executive Bonus Plan, or the Incentive Program; provided, however, that such termination shall only be for Good
Reason if Executive provides notice to Company of his intent to terminate employment for Good Reason and provides Company a chance to cure such event
constituting Good Reason to the reasonable satisfaction of Executive within a reasonable period, but not to exceed sixty (60) days, following Executive’s
specific notice to Company of such an intent to terminate employment for Good Reason.
5.2 Inventions Agreement. Executive acknowledges, agrees and confirms that (a) Executive previously executed and delivered the Company’s
Statement of Employee Obligations and Agreement Involving Proprietary Information and Inventions in the form attached hereto as EXHIBIT B (the
“Inventions Agreement”) effective as of June 30, 2004; (b) Executive has fully complied with such Inventions Agreement since June 30, 2004; and (c) such
Inventions Agreement remains in full force and effect and Executive shall at all times continue to comply with and abide by such Inventions Agreement.
5.3 Remedies. Executive’s duties under the Inventions Agreement shall survive termination of Executive’s employment with the Company and the
termination of this Agreement. Executive acknowledges that a remedy at law for any breach or threatened breach by Executive of the provisions of the
Inventions Agreement would be inadequate, and Executive therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach of
threatened breach.
5.4 Notices. Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of personal delivery, confirmed delivery
by facsimile, or the third day after mailing by first class mail, to the Company at its primary office location and to Executive at Executive’s address as listed
on the Company’s payroll.