These excerpts taken from the GVHR 10-K filed Mar 16, 2009.
(vi) the failure of the Company to obtain the assumption agreement from any successor as contemplated in Section 9(b).
An isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Executive shall not constitute Good Reason. Executives right to terminate employment for Good Reason shall not be affected by Executives incapacities due to mental or physical illness and Executives continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason; provided, however, that Executive must provide notice of termination of employment within ninety (90) days following Executives knowledge of an event constituting Good Reason or such event shall not constitute Good Reason under this Agreement.
(h) Qualifying Termination means a termination of Executives employment (i) by the Company other than for Cause or (ii) by Executive for Good Reason. Termination of Executives employment on account of death, Disability or Retirement shall not be treated as a Qualifying Termination.
(i) Retirement means Executives mandatory retirement (not including any mandatory early retirement) in accordance with the Companys retirement policy generally applicable to its salaried employees, as in effect immediately prior to the Change in Control, or in accordance with any retirement arrangement established with respect to Executive with Executives written consent.
(j) Subsidiary means any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors or in which the Company has the right to receive 50% or more of the distribution of profits or 50% of the assets or liquidation or dissolution.
(k) Termination Period means the period of time beginning with a Change in Control and ending two (2) years following such Change in Control. Notwithstanding anything in this Agreement to the contrary, if (i) Executives employment is terminated prior to a Change in Control for reasons that would have constituted a Qualifying Termination if they had occurred following a Change in Control; (ii) Executive reasonably demonstrates that such termination (or Good Reason event) was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control; and (iii) a Change in Control involving such third party (or a party competing with such third party to effectuate a Change in Control) does occur, then for purposes of this Agreement, the date immediately prior to the date of such termination of employment or event constituting Good Reason shall be treated as a Change in
(vi) the failure of the