Common use of By the Employee With Good Reason Clause in Contracts

By the Employee With Good Reason. The Employee may resign from employment with Good Reason by giving written notice to the Company. If the Employee resigns under this Section 10(d), then such resignation shall be treated as a termination by the Company pursuant to Section 10(b). “Good Reason” shall mean the occurrence of any of the following events, without the Employee’s consent, (i) a material failure by the Company to pay any compensation owed to the Employee, (ii) a material reduction in the Employee’s base salary or target bonus percentage, (iii) a material diminution in the Employee’s responsibilities or authority, or (iv) the voluntary resignation of Xxxxxx X. Xxxxxx as Chief Executive Officer during the period between 90 and 365 days following the occurrence of a Change of Control. Notwithstanding the foregoing, occurrence of the events described in (i) through (iii) above only shall constitute Good Reason if (A) the Employee provides the Company written notice within sixty (60) days following the occurrence of an event that allegedly constitutes Good Reason; (B) the Company fails to substantially cure such event within thirty (30) days after receiving such notice; and (C) the Employee resigns within thirty (30) days following such failure to cure. In connection with a resignation for Good Reason on account of a Xx. Xxxxxx’x resignation following a Change of Control (i.e., (iv) above), such resignation shall be deemed to be for Good Reason only where such resignation occurs during the 90-day period commencing on the date of Xx. Xxxxxx’x resignation.

By the Employee With Good Reason. The Employee may resign from employment with Good Reason by giving written notice to the Company. If the Employee resigns under this Section 10(d), then such resignation shall be treated as a termination by the Company pursuant to Section 10(b). “Good Reason” shall mean the occurrence of any of the following events, without the Employee’s consent, (i) a material failure by the Company to pay any compensation owed to the Employee, (ii) a material reduction in the Employee’s base salary or target bonus percentage, (iii) a material diminution in the Employee’s responsibilities or authority, or (iv) a relocation of the voluntary resignation Employee’s principal place of Xxxxxx X. Xxxxxx as Chief Executive Officer during employment outside the period between 90 and 365 days following city limits of either Carpinteria or Santa Barbara, California, or (v) the occurrence of a Change of Control. Notwithstanding the foregoing, occurrence of the events described in (i) through (iiiiv) above only shall constitute Good Reason if (A) the Employee provides the Company written notice within sixty (60) days following the occurrence of an event that allegedly constitutes Good Reason; (B) the Company fails to substantially cure such event within thirty (30) days after receiving such notice; and (C) the Employee resigns within thirty (30) days following such failure to cure. In connection with a resignation for Good Reason on account of a Xx. Xxxxxx’x resignation following a Change of Control (i.e., (ivv) above), such resignation shall be deemed to be for Good Reason only where such resignation occurs during the 90-day period commencing on 60 days and expiring 365 days following the date occurrence of Xx. Xxxxxx’x resignationthe Change of Control.