Circuit City 2011 Annual Report Download - page 65

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(d) Voluntary Resignation; Resignation for Good Reason
. The Employee may terminate his employment (i.e. voluntarily
resign) by providing the Company with Notice of Termination. If the Employee terminates his employment for “Good Reason” (
as defined below)
such termination shall be treated as a termination of the Employee’s employment by the Company without “Cause”
and the Employee shall be entitled
to receive compensation upon termination in accordance with Section 4(e) hereof.
For purposes of this Agreement, “Good Reason”
shall mean any of the following taken without your written consent and
provided the Company fails to cure the event within thirty (30) days after receipt of written notice thereof: (i) a material change, adverse to you, in
your position, titles or offices; (ii) an assignment of any significant duties to you that are materially inconsistent with your positions or offices held
with the Company; (iii) a decrease in your then current annual base salary (other than in connection with a general decrease in the salary of all
employees of the North America Technology Products Group with a title of senior vice president or above); or (iv) your relocation to a facility or a
location more than fifty (50) miles from your then current location (after giving effect to your relocation to reside near the Company’
s Miami, Florida
offices). A termination by the Employee shall not be deemed for Good Reason unless the Employee has notified the Company in writing of his
intention to terminate for Good Reason within 30 days of the date on which the Employee learns that the event causing the alleged Good Reason has
occurred and the Company fails to remedy such Good Reason within 30 days following the receipt of such notice. Any termination by the Employee
for Good Reason has to be made promptly (and in any case within one month) after the end of the 30-
day period within which the Company may
remedy the events giving rise to the right to terminate for Good Reason.
(e) Without Cause . The Company may terminate the Employee without “Cause” at any time after providing Notice of Termination.
(f) Notice of Termination . Any termination of Employee’
s employment by the Company or by Employee (other by reason of
Employee’
s death) shall be communicated by written Notice of Termination to the other party in accordance with Section 10 below. For purposes of
this Agreement, a “Notice of Termination”
shall mean a notice in writing which shall indicate the applicable specific termination provision in this
Agreement relied upon to terminate Employee’
s employment and shall set forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Employee’s employment under the provision so indicated.
6