i. your willful engagement in misconduct in the performance of your duties that causes material harm to the Company; or
ii. your conviction of a criminal violation involving fraud or dishonesty.
Without limiting the generality of the foregoing, the following shall not constitute Good Cause: the failure by you and/or the Company to attain financial or other business objectives; any personal or policy disagreement between you and the Company or any member of the Board of Directors; or any action taken by you in connection with your duties if you have acted in good faith and in a manner you reasonably believed to be in, and not opposed to, the best interest of the Company and had no reasonable cause to believe your conduct was improper. Notwithstanding anything herein to the contrary, in the event the Company terminates your employment for Good Cause hereunder, the Company shall give you at least thirty (30) days prior written notice specifying in detail the reason or reasons for your termination.
| ||d. || |
For purposes of this letter agreement, Good Reason shall exist if, without your written consent:
i. there is a material change in the nature or the scope of your authority or duties;
ii. you are required to report to an officer with a materially lesser position or title than the officer to whom you reported before such change in reporting structure was instituted;
iii. a material reduction in your rate of base salary;
iv. the Company changes by fifty (50) miles or more the principal location in which you are required to perform services;
v. the Company terminates or materially amends, or terminates or materially restricts your participation in, any equity, bonus or equity-based compensation plans or qualified or supplemental retirement plans so that, when considered in the aggregate with any substitute plan or plans, the plans in which you are participating materially fail to provide you with a level of benefits provided in the aggregate by such plans prior to such termination or amendment; or
vi. the Company materially breaches the provisions of this letter agreement.
| ||e. || |
A termination of your employment shall not be deemed to be for Good Reason unless (i) you give notice to the Company of the existence of the event or condition constituting Good Reason within thirty (30) days after such event or condition initially occurs or exists, (ii) the Company fails to cure such event or condition within thirty (30) days after receiving such notice, and (iii) your termination occurs not later than ninety (90) days after such event or condition initially occurs or exists, in each case without your written consent.
Russ, we are pleased you will continue to support our accelerated transformation plan and contribute to Newells success. We will count on your leadership to make a difference throughout Newell Brands.