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a move of more than fifty (50) miles in the geographic location at which you must perform services from the location at which you are currently required to perform services; or
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any other action or inaction by the Company that constitutes a material breach of the Employment Agreement.
In order for a termination to be considered a termination for Good Reason, (a) you must provide notice to the Company of the existence of one of the above events within ninety (90) days of the initial existence of such condition, (b) the Company must be provided thirty (30) days from the date of such notice to remedy that condition, and (c) the condition must not have been remedied by the Company during such cure period.
Section 3. Payment of LTI Cash Award
If you are eligible to receive any vested portion of the LTI Cash Award pursuant to Section 1 or Section 2, such vested portion of the LTI Cash Award will be paid to you in one lump sum cash payment on the first regularly scheduled pay date after the applicable Vesting Date, but in no event later than thirty (30) days following such Vesting Date.
Section 4. Miscellaneous Terms
Your employment remains at-will, meaning that you or the Company may terminate the employment relationship at any time, with or without cause.
The Company shall oversee all aspects of the administration of the LTI Cash Award and this letter agreement. The Company shall have complete control and authority to determine your rights with respect to the LTI Cash Award or the rights of any other person having or claiming to have any interest to the LTI Cash Award through you. The Company shall have complete discretion to interpret the provisions of this letter agreement and to decide all matters under this letter agreement, including, without limitation, the right to modify a vesting or forfeiture schedule applicable to the LTI Cash Award. Such interpretation and decision shall be final, conclusive and binding on you and any person claiming under or through you, in the absence of clear and convincing evidence that the Company acted arbitrarily and capriciously. When making a determination or calculation, the Company shall be entitled to rely on information furnished by you or any Company representative. The Company may correct any defect, supply any omission, or reconcile any inconsistency in this letter agreement in the manner and to the extent it deems necessary or desirable to carry out the intent of this letter agreement, and the Company shall be the sole and final judge of that necessity or desirability.
The LTI Cash Award is intended to be a short-term deferral exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and shall be interpreted consistent with this intention. All rights under this letter agreement shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating any assets of the Company for payment of any amounts due hereunder.
This letter agreement contains all of the understandings and representations between the Company and you relating to the LTI Cash Award and supersedes all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, with respect to any LTI Cash Award; provided, however, that this letter agreement shall not prevent the Company from entering into subsequent agreements with you that could modify or amend this letter agreement.