Common use of BY RESIGNATION Clause in Contracts

BY RESIGNATION. If Employee resigns with “Good Reason” (as defined below), this Agreement shall terminate but: (a) Employee shall continue to receive, for a period of 4 months, Incentive Compensation in accordance with the terms and conditions of Addendum A and Employee’s Salary payable in periodic installments on Employer’s regular paydays, at the rate then in effect; and (b) all of Employee’s other compensation as set forth in paragraph 3, herein. For purposes of this Agreement, “Good Reason” shall mean: (i) the assignment to Employee of duties substantially and materially inconsistent with the position and nature of Employee’s employment, the substantial and material reduction of the duties of Employee which is inconsistent with the position and nature of Employee’s employment, or the change of Employee’s title indicating a substantial and material change in the position and nature of Employee’s employment; (ii) a reduction in compensation and benefits that would substantially diminish the aggregate value of Employee’s compensation and benefits without Employee’s written consent; (iii) the failure by Employer to obtain from any successor, an agreement to assume and perform this Agreement; or (iv) a corporate “Change In Control” (as defined below). For purposes of this Agreement, “Change In Control” shall mean (1) a merger or consolidation in which securities possessing 12 Initial ISH Initial YS more than fifty percent (50%) of the total combined voting power of Employer’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction in a transaction approved by the stockholders, or the sale, transfer, or other disposition of more than fifty percent (50%) of the total combined voting power of Employer’s outstanding securities to a person or persons different from the persons holding those securities immediately prior to such transaction; or (2) the sale, transfer or other disposition of all or substantially all of the Employer’s assets in complete liquidation or dissolution of Employer other than in connection with a transaction described in Section 6.1(1) above. If Employee resigns without Good Reason, Employee shall be entitled to receive Employee’s Salary and Incentive Compensation only through the date of such resignation.

BY RESIGNATION. If Employee resigns with “Good Reason” (as defined below), this Agreement shall terminate but: (a) Employee shall continue to receive, for a period through the end of 4 monthsthe Term of this Agreement, Incentive Compensation in accordance with the terms and conditions of Addendum A and Employee’s Salary payable in periodic installments on Employer’s regular paydays, at the rate then in effect; and (b) all of Employee’s other compensation “Incentive Option Shares” (as set forth such term is defined in paragraph 3, hereinthis Agreement) shall be deemed vested. For purposes of this Agreement, “Good Reason” shall mean: (i) the assignment to Employee of duties substantially and materially inconsistent with the position and nature of Employee’s employment, the substantial and material reduction of the duties of Employee which is inconsistent with the position and nature of Employee’s employment, or the change of Employee’s title indicating a substantial and material change in the position and nature of Employee’s employment; (ii) a reduction in compensation and benefits that would substantially diminish the aggregate value of Employee’s compensation and benefits without Employee’s written consent; (iii) the failure by Employer to obtain from any successor, an agreement to assume and perform this Agreement; or (iv) a corporate “Change In Control” (as defined below). For purposes of this Agreement, “Change In Control” shall mean (1) a merger or consolidation in which securities possessing 12 Initial ISH Initial YS more than fifty percent (50%) of the total combined voting power of Employer’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction in a transaction approved by the stockholders, or the sale, transfer, or other disposition of more than fifty percent (50%) of the total combined voting power of Employer’s outstanding securities to a person or persons different from the persons holding those securities immediately prior to such transaction; or (2) the sale, transfer or other disposition of all or substantially all of the Employer’s assets in complete liquidation or dissolution of Employer other than in connection with a transaction described in Section 6.1(1) above. If Employee resigns without Good Reason, Employee shall be entitled to receive Employee’s Salary and Incentive Compensation only through the date of such resignation and Employee’s Option Shares shall be deemed vested only through the date of such resignation.

BY RESIGNATION. If Employee Xxxxxxx resigns with “Good Reason” (as defined below), this Agreement shall terminate but: (a) Employee but Xxxxxxx shall continue to receive, for a period through the end of 4 months, Incentive Compensation in accordance with the terms and conditions Term of Addendum A and Employee’s this Agreement Xxxxxxx’x Salary payable in periodic installments on EmployerGlobal’s regular paydays, at the rate then in effect; and (b) all of Employee’s other compensation as set forth in paragraph 3, herein. For purposes of this Agreement, “Good Reason” shall mean: (i) the assignment to Employee Xxxxxxx of duties substantially and materially inconsistent with the position and nature of Employee’s Xxxxxxx’x employment, the substantial and material reduction of the duties of Employee Xxxxxxx which is inconsistent with the position and nature of Employee’s Xxxxxxx’x employment, or the change of Employee’s Xxxxxxx’x title indicating a substantial and material change in the position and nature of Employee’s Xxxxxxx’x employment; (ii) a reduction in compensation and benefits that would substantially diminish the aggregate value of Employee’s Xxxxxxx’x compensation and benefits without Employee’s Xxxxxxx’x written consent; (iii) the failure by Employer Global to obtain from any successor, an agreement to assume and perform this Agreement; or (iv) a corporate “Change In Control” (as defined below). For purposes of this Agreement, “Change In Control” shall mean (1) a merger or consolidation in which securities possessing 12 Initial ISH Initial YS more than fifty percent (50%) of the total combined voting power of EmployerGlobal’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction in a transaction approved by the stockholders, or the sale, transfer, or other disposition of more than fifty percent (50%) of the total combined voting power of EmployerGlobal’s outstanding securities to a person or persons different from the persons holding those securities immediately prior to such transaction; or (2) the sale, transfer or other disposition of all or substantially all of the EmployerGlobal’s assets in complete liquidation or dissolution of Employer Global other than in connection with a transaction described in Section 6.1(1) above. If Employee Xxxxxxx resigns without Good Reason, Employee Xxxxxxx shall be entitled to receive Employee’s Xxxxxxx’x Salary and Incentive Compensation only through the date of such resignation.

BY RESIGNATION. If Employee Xxxxx resigns with “Good Reason” (as defined below), this Agreement shall terminate but: (a) Employee but Xxxxx shall continue to receive, for a period through the end of 4 months, Incentive Compensation in accordance with the terms and conditions Term of Addendum A and Employee’s this Agreement Xxxxx’x Salary payable in periodic installments on EmployerRubicon’s regular paydays, at the rate then in effect; and (b) all of Employee’s other compensation as set forth in paragraph 3, herein. For purposes of this Agreement, “Good Reason” shall mean: (i) the assignment to Employee Xxxxx of duties substantially and materially inconsistent with the position and nature of Employee’s Xxxxx’x employment, the substantial and material reduction of the duties of Employee Xxxxx which is inconsistent with the position and nature of Employee’s Xxxxx’x employment, or the change of Employee’s Xxxxx’x title indicating a substantial and material change in the position and nature of Employee’s Xxxxx’x employment; (ii) a reduction in compensation and benefits that would substantially diminish the aggregate value of Employee’s Xxxxx’x compensation and benefits without Employee’s Xxxxx’x written consent; (iii) the failure by Employer Rubicon to obtain from any successor, an agreement to assume and perform this Agreement; or (iv) a corporate “Change In Control” (as defined below). For purposes of this Agreement, “Change In Control” shall mean (1) a merger or consolidation in which securities possessing 12 Initial ISH Initial YS more than fifty percent (50%) of the total combined voting power of EmployerRubicon’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction in a transaction approved by the stockholders, or the sale, transfer, or other disposition of more than fifty percent (50%) of the total combined voting power of EmployerRubicon’s outstanding securities to a person or persons different from the persons holding those securities immediately prior to such transaction; or (2) the sale, transfer or other disposition of all or substantially all of the EmployerRubicon’s assets in complete liquidation or dissolution of Employer Rubicon other than in connection with a transaction described in Section 6.1(1) above. If Employee Xxxxx resigns without Good Reason, Employee Xxxxx shall be entitled to receive Employee’s Xxxxx’x Salary and Incentive Compensation only through the date of such resignation.

BY RESIGNATION. If Employee Xxxxxxxxxx resigns with “Good Reason” (as defined below), this Agreement shall terminate but: (a) Employee Xxxxxxxxxx shall continue to receive, for a period through the end of 4 monthsthe Term of this Agreement, Incentive Compensation in accordance with the terms and conditions of Addendum A and Employee’s Xxxxxxxxxx’x Salary payable in periodic installments on EmployerRubicon’s regular paydays, at the rate then in effect; and (b) all of Employee’s other compensation Xxxxxxxxxx’x “Option Shares” (as set forth such term is defined in paragraph 3, hereinthis Agreement) shall remain exercisable by Xxxxxxxxxx for the entire five (5) year term. For purposes of this Agreement, “Good Reason” shall mean: (i) the assignment to Employee Xxxxxxxxxx of duties substantially and materially inconsistent with the position and nature of Employee’s Xxxxxxxxxx’x employment, the substantial and material reduction of the duties of Employee Xxxxxxxxxx which is inconsistent with the position and nature of Employee’s Xxxxxxxxxx’x employment, or the change of Employee’s Xxxxxxxxxx’x title indicating a substantial and material change in the position and nature of Employee’s Xxxxxxxxxx’x employment; (ii) a reduction in compensation and benefits that would substantially diminish the aggregate value of Employee’s Xxxxxxxxxx’x compensation and benefits without Employee’s Xxxxxxxxxx’x written consent; (iii) the failure by Employer Rubicon to obtain from any successor, an agreement to assume and perform this Agreement; or (iv) a corporate “Change In Control” (as defined below). For purposes of this Agreement, “Change In Control” shall mean (1) a merger or consolidation in which securities possessing 12 Initial ISH Initial YS more than fifty percent (50%) of the total combined voting power of EmployerRubicon’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction in a transaction approved by the stockholders, or the sale, transfer, or other disposition of more than fifty percent (50%) of the total combined voting power of EmployerRubicon’s outstanding securities to a person or persons different from the persons holding those securities immediately prior to such transaction; or (2) the sale, transfer or other disposition of all or substantially all of the EmployerRubicon’s assets in complete liquidation or dissolution of Employer Rubicon other than in connection with a transaction described in Section 6.1(1) above. If Employee Xxxxxxxxxx resigns without Good Reason, Employee Xxxxxxxxxx shall be entitled to receive Employee’s Xxxxxxxxxx’x Salary and Incentive Compensation only through the date of such resignationresignation and Xxxxxxxxxx’x Option Shares shall be deemed owned by Xxxxxxxxxx.