Common use of By the Executive for Good Reason Where There Has Been No Change in Control Clause in Contracts

By the Executive for Good Reason Where There Has Been No Change in Control. To the extent a Change in Control (as defined in Section 12) has not occurred, the Executive may terminate his employment hereunder for Good Reason, by providing notice to the Company of the condition giving rise to the Good Reason no later than thirty (30) days following the occurrence of the condition, by giving the Company thirty (30) days to remedy the condition and by terminating employment for Good Reason within thirty (30) days thereafter if the Company fails to remedy the condition. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Employee’s consent: (i) a material breach of this Agreement by the Company; (ii) a material diminution of the Executive’s title from that of Chief Executive Officer or a material adverse change in the Executive’s significant duties, authority or responsibilities, taken as a whole, that effectively constitutes a demotion; (iii) any reduction in (except to the extent all executives receive a proportional decrease) or failure to pay the Base Salary; or (iv) any relocation of the Executive’s primary worksite to a site that is more than thirty-five (35) miles from the San Xxxx Location without his consent in accordance with this Agreement. In the event of termination in accordance with this Section 4(f), and provided that the Executive satisfies the conditions set forth in Section 4(i) hereof, then, in addition to Final Compensation (which the Company shall pay as a lump sum no later than March 15th of the year following the Termination Year), the Company shall provide the Executive the same opportunity (utilizing the same time and form of payment) to earn Non-Change in Control Post-Employment Compensation as he would have received had his employment been terminated by the Company other than for Cause under Section 4(d) hereof.

By the Executive for Good Reason Where There Has Been No Change in Control. To the extent a Change in Control (as defined in Section 12) has not occurred, the Executive may terminate his employment hereunder for Good Reason, by providing notice to the Company of the condition giving rise to the Good Reason no later than thirty (30) days following the occurrence of the condition, by giving the Company thirty (30) days to remedy the condition and by terminating employment for Good Reason within thirty (30) days thereafter if the Company fails to remedy the condition. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Employee’s consent: (i) a material breach of this Agreement by the Company; (ii) a material diminution of the Executive’s title from that of Senior Vice President and Chief Executive Technology Officer or a material adverse change in the Executive’s significant duties, authority or responsibilities, taken as a whole, that effectively constitutes a demotion; (iii) any reduction in (except to the extent all executives receive a proportional decrease) or failure to pay the Base Salary; or (iv) any relocation of the Executive’s primary worksite to a site that is more than thirty-five (35) miles from the San Xxxx Location without his consent in accordance with this AgreementLocation. In the event of termination in accordance with this Section 4(f), and provided that the Executive satisfies the conditions set forth in Section 4(i) hereof, then, in addition to Final Compensation (which the Company shall pay as a lump sum no later than March 15th of the year following the Termination Year), the Company shall provide the Executive the same opportunity (utilizing the same time and form of payment) to earn Non-Change in Control Post-Employment Compensation as he would have received had his the employment been terminated by the Company other than for Cause under Section 4(d) hereof.

By the Executive for Good Reason Where There Has Been No Change in Control. To the extent a Change in Control (as defined in Section 12) has not occurred, the Executive may terminate his employment hereunder for Good Reason, by providing notice to the Company of the condition giving rise to the Good Reason no later than thirty (30) days following the occurrence of the condition, by giving the Company thirty (30) days to remedy the condition and by terminating employment for Good Reason within thirty (30) days thereafter if the Company fails to remedy the condition. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Employee’s consent: (i) a material breach of this Agreement by the Company; (ii) a material diminution of the Executive’s title from that of Senior Vice President and Chief Executive Financial Officer or a material adverse change in the Executive’s significant duties, authority or responsibilities, taken as a whole, that effectively constitutes a demotion; (iii) any reduction in (except to the extent all executives receive a proportional decrease) or failure to pay the Base Salary; or (iv) any relocation of the Executive’s primary worksite to a site that is more than thirty-five (35) miles from the San Xxxx Location without his consent in accordance with this AgreementLocation. In the event of termination in accordance with this Section 4(f), and provided that the Executive satisfies the conditions set forth in Section 4(i) hereof, then, in addition to Final Compensation (which the Company shall pay as a lump sum no later than March 15th of the year following the Termination Year), the Company shall provide the Executive the same opportunity (utilizing the same time and form of payment) to earn Non-Change in Control Post-Employment Compensation as he would have received had his the employment been terminated by the Company other than for Cause under Section 4(d) hereof.

By the Executive for Good Reason Where There Has Been No Change in Control. To the extent a Change in Control (as defined in Section 12) has not occurred, the Executive may terminate his employment hereunder for Good Reason, by providing notice to the Company of the condition giving rise to the Good Reason no later than thirty (30) days following the occurrence of the condition, by giving the Company thirty (30) days to remedy the condition and by terminating employment for Good Reason within thirty (30) days thereafter if the Company fails to remedy the condition. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Employee’s consent: (i) a material breach of this Agreement by the Company; (ii) a material diminution of the Executive’s title from that of Senior Vice President and Chief Executive Technology Officer or a material adverse change in the Executive’s 's significant duties, authority or responsibilities, taken as a whole, that effectively constitutes a demotion; (iii) any reduction in (except to the extent all executives receive a proportional decrease) or failure to pay the Base Salary; or (iv) any relocation of the Executive’s 's primary worksite to a site that is more than thirty-five (35) miles from the San Xxxx Location without his consent in accordance with this AgreementLocation. In the event of termination in accordance with this Section 4(f), and provided that the Executive satisfies the conditions set forth in Section 4(i) hereof, then, in addition to Final Compensation (which the Company shall pay as a lump sum no later than March 15th of the year following the Termination Year), the Company shall provide the Executive the same opportunity (utilizing the same time and form of payment) to earn Non-Change in Control Post-Employment Compensation as he would have received had his the employment been terminated by the Company other than for Cause under Section 4(d) hereof.