Definition of Good. Reason shall mean that after notification of the Company or its successor by Employee of Employee's intention to resign for Good Reason and a reasonable opportunity for the Company to cure any such alleged defect, the Company persists in any of the following: (i) a significant reduction in Employee's duties, position, or responsibilities in effect immediately prior to such reduction, (ii) the Company materially reduces Employee's base salary relative to the salary in effect immediately prior to such reduction; (iii) there is a material reduction by the Company in the kind or level of benefits to which Employee is entitled immediately prior to such reduction with the result that Employee's overall benefits package is significantly reduced; or (iv) without Employee's express written consent, Employee's relocation to a facility or a location more than fifty (50) miles from his then current location.
Definition of Good. Reason shall mean that after notification of the Company or its successor by Employee of Employee’s intention to resign for Good Reason and a reasonable opportunity for the Company to cure any such alleged defect, the Company persists in any of the following: (i) a significant reduction in Employee’s duties, position, or responsibilities in effect immediately prior to such reduction, (ii) the Company materially reduces Employee’s base salary relative to the salary in effect immediately prior to such reduction; (iii) there is a material reduction by the Company in the kind or level of benefits to which Employee is entitled immediately prior to such reduction with the result that Employee’s overall benefits package is significantly reduced; or (iv) without Employee’s express written consent, Employee’s relocation to a facility or a location more than fifty (50) miles from his then current location. This letter, together with your Proprietary Information and Inventions Agreement and your UK Employment Agreement dated 19 April, 2001 (to the extent your UK Employment Agreement does not conflict with this Agreement), forms the complete and exclusive statement of your employment agreement with the Company. To the extent the terms of this Agreement conflict with your UK Employment Agreement, this Agreement shall control. The employment terms in this letter supersede any other agreements or promises made to you by anyone, whether oral or written. We believe that the Company has structured the terms and conditions of the Assignment to best meet your needs. Please review this letter and if the terms and conditions are acceptable to you, please sign below and return the original to me. We look forward to your favorable reply, and to a productive and enjoyable work relationship during the Assignment. Sincerely, /s/ Xxxxx Xxxxx Xxxxx Xxxxx Chief Executive Officer Acceptance: I hereby accept and agree to the terms of the Assignment, as set forth in this letter. /s/ Xxxx Xxxx MARCH 21st 2006 Xxxx Xxxx Date Exhibit A - U.K. Employment Agreement Exhibit B - Proprietary Information and Inventions Agreement
