These excerpts taken from the ALL 10-K filed Feb 27, 2008.
3.4 Good Reason.
(a) During the Post-Change Period, Executive may terminate his employment for Good Reason in accordance with the substantive and procedural provisions of this Section. A Termination of Employment for Good Reason will be deemed to have occurred during the Post-Change Period if Executive gives notice as provided in Section 3.4(d) within the Post-Change Period and the Termination of Employment is no more than thirty (30) days after the expiration of the cure period described in Section 3.4(e).
(b) Good Reason means the first to occur of the following actions or omissions that, unless otherwise specified, occurs during a Post-Change Period without the consent of Executive:
(i) a material diminution in Executives base compensation;
(ii) any material diminution in Executives authority, duties, or responsibilities as set forth in Paragraph 2.1(a);
(iii) any material diminution in the authority, duties, or responsibilities of the person to whom Executive reports, including a requirement that Executive report to a corporate officer or employee instead of reporting directly to the Board, if applicable;
(iv) a material change in the geographic location at which Executive must perform services; or
(v) any other action or inaction that constitutes a material breach of this Agreement by the Company;
(c) Any reasonable determination by Executive that any of the events specified in subsection (b) above has occurred and constitutes Good Reason shall be conclusive and binding for all purposes, unless the Company establishes by clear and convincing evidence that Executive did not have any reasonable basis for such determination.
(d) In the event of any Termination of Employment by Executive for Good Reason, Executive shall notify the Company of the events constituting such Good Reason by a Notice of Termination within ninety days of the date Executive should have known of the events constituting Good Reason.
(e) Company shall have thirty days from the date Executive provides Notice of Termination pursuant to Section 3.4(d) to remedy the conditions constituting Good Reason during which period no termination for Good Reason shall be deemed to have occurred.
(f) If the Company has not remedied the conditions constituting Good Reason within the thirty-day period described in Section 3.4(e), then, in order for Executives termination to constitute a termination for Good Reason, the date of Termination of Employment must occur no later than twelve (12) months after the date of the first action or omission constituting Good Reason.
3.4 Good Reason.
(a) During the Post-Change Period,