Definition of Resignation for Good Reason. For purposes of this Agreement, Resignation for Good Reason shall mean if Employee resigns because: (i) there has been a diminution in his Base Salary; (ii) he is required to be based in an office that is more than 75 miles from the current location of the office; (iii) he is assigned duties that are materially inconsistent with his position as Vice President, Operations; or (iv) there is a material diminution of his status, office, title or reporting requirements.
Definition of Resignation for Good Reason. For purposes of this Agreement, resigning for “Good Reason” shall mean if Employee resigns because: (a) there has been a material diminution in his Base Salary (with the parties in agreement that for this purpose, a material diminution means a diminution of at least 10% in Employee’s Base Salary); (b) he is required to be based in an office that is more than 50 miles from the current location of the office; (c) he is assigned duties that are materially inconsistent with his position as General Counsel and Corporate Secretary; or (d) there is a material diminution of his status, office, title, responsibility, or reporting requirements. Notwithstanding the foregoing, Employee’s resignation shall not be considered to be for Good Reason unless Employee provides written notice to the Company of the condition constituting Good Reason within ninety (90) days of the initial existence of such condition, and the Company fails to remedy such condition within thirty (30) days after receipt of such notice from Employee.
Definition of Resignation for Good Reason. For purposes of this Agreement, a “Resignation for Good Reason” means Executive has resigned from all positions he then-holds with the Company (or any successor thereto) if (1): (i) there is a material diminution of Executive’s authority, including but not limited to decision-making authority, duties, or responsibilities; (ii) there is a material reduction in the Executive’s annual base compensation (including the base salary and target bonus opportunity), where material is considered greater than 5%; (iii) the Executive is required to relocate his primary work location to a facility or location that would increase the Executive’s one way commute distance by more than twenty (20) miles from the Executive’s primary work location as of immediately prior to such change; (iv) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the board of directors of a corporation (or similar governing body with respect to an entity other than a corporation); (v) a material diminution in the budget over which the Executive retains authority; (vi) the Executive is required, as a condition to continued service, to enter into any agreement with the Company or a successor thereto regarding confidentiality, non-competition, non-solicitation or other similar restrictive covenant that is materially more restrictive than under the Proprietary Agreement; (vii) the Company materially breaches its obligations under this Plan or any then-effective written employment agreement with the Executive; or (viii) any acquirer, successor or assign of the Company fails to assume and perform, in all material respects, the obligations of the Company hereunder; and (2) the Executive provides written notice to the Company’s General Counsel within the 60-day period immediately following such action; and (3) such action is not remedied by the Company within thirty (30) days following the Company’s receipt of such written notice; and (4) the Executive’s resignation is effective not later than sixty (60) days after the expiration of such thirty (30) day cure period.
Definition of Resignation for Good Reason. A “Resignation for Good Reason” shall mean a termination of the employment relationship by Executive after an unwarranted material diminution by the Company in Executive’s position or responsibilities without Executive’s consent, provided that within 60 days of any such alleged diminution, Executive provides the Company with written notice of the basis for his claim that he has Good Reason to terminate his employment and a period of at least 10 days to cure. The parties agree that no event occurring before the Effective Date, nor the changes set forth in the recitals above or contained in this Agreement shall constitute Good Reason for Executive to resign under this Agreement.
Definition of Resignation for Good Reason. For purposes of this Agreement, “Good Reason” for resignation “Good Reason” shall mean, without Executive’s express written consent (i) a significant reduction of Executive’s duties, position or responsibilities relative to Executive’s duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when, following a Change of Control, the Chief Technical Officer of the Company remains the Chief Technical Officer of a division or subsidiary of the acquirer that contains the Company’s business) shall not constitute a “Good Reason”; (ii) a reduction by the Company of Executive’s base salary as in effect immediately prior to such reduction (except as part of a base salary reduction generally applicable to executives); (iii) a material reduction by the Company in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction with the result that Executive’s overall benefits package is significantly reduced (except as part of a reduction generally applicable to executives); or (iv) a relocation of the Company’s headquarters to a site more than 50 miles from the San Francisco Bay Area; provided, however, that the Company shall have a period of thirty (30) days following receipt of written notice from Executive specifying the grounds for a purported voluntary termination for Good Reason to cure any event or failure that would otherwise constitute Good Reason.
Definition of Resignation for Good Reason. If Executive resigns from his position as President and Chief Executive Officer as a result of a change in Executive's duties performed prior to the Change of Control, or a reduction in his Annual Direct Salary paid to him prior to the Change of Control, Executive's resignation will constitute and be deemed a resignation for Good Reason for purposes of this Agreement. If Executive resigns within a two (2) year period following a Change in Control for Good Reason as defined herein, the Executive is entitled to all payments under paragraph 15(a) of this Agreement.
Definition of Resignation for Good Reason. A resignation for good reason will occur if Executive resigns his employment within one hundred eighty (180) days after any of the following events:
(i) Any element of the equity-based compensation described in Section 4(b) and Exhibits 1 and 2 of this Agreement is not fully granted, implemented, and effective (including, without limitation, the completion of any necessary shareholder and Board actions and approvals, the granting and issuance of all options and shares, and the execution and delivery of all associated agreements) by December 31, 2003 or such later date as Executive may agree in writing (it being understood that Executive shall be under no obligation to agree to any such extension);
(ii) The Board of Directors has not been expanded to nine (9) members or Executive is not elected or appointed as a Director of the Company by December 31, 2003, or Executive is not elected Chairman of the Board of Directors on or before April 15, 2004 (or such later date as Executive may agree in writing, it being understood that Executive shall be under no obligation to agree to any such extension) or Executive is not retained as a Director (provided Executive remains willing and able to serve);
(iii) Company materially breaches this Agreement;
(iv) Company interferes materially with Executive's access or reporting to, or communications with, the Board of Directors or with any member or committee thereof;
(v) Company purports to terminate Executive's employment without complying fully with the notice provisions in the first paragraph of Section 8 hereof;
(vi) Company decreases Executive's title or compensation or materially decreases Executive's authority or responsibilities or assigns to Executive duties inconsistent with the position of President and CEO of the Company or Chairman of the Board of Directors if Executive holds that position (other than-a temporary, non-recurring assignment that does not materially interfere with the performance of Executive's duties);
(vii) A "Change of Control," as defined below, occurs prior to the fourth anniversary of this Agreement.
Definition of Resignation for Good Reason. A “Resignation for Good Reason” shall mean a termination of the employment relationship by Executive after (i) an unwarranted material diminution by the Company in Executive’s position or responsibilities without Executive’s consent, or (ii) a material reduction in Executive’s Base Salary, provided that within 30 days of any such alleged diminution or reduction, Executive provides the Company with written notice of the basis for his claim that he has Good Reason to terminate his employment and a period of at least 30 days to cure. If the Company fails to cure such event within the succeeding the 30 day cure period, such termination shall be effective at the end of such thirty 30 day period and Executive shall thereupon become entitled to receive the benefits set forth in Section 8 hereof.
Definition of Resignation for Good Reason. For purposes of this Agreement, “Good Reason” for resignation “Good Reason” shall mean, without Executive’s express written consent (i) a significant reduction of Executive’s duties, position or responsibilities relative to Executive’s duties, position or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when, following a Change of Control, the Chief Executive Officer of the Company remains the Chief Executive Officer of a division or subsidiary of the acquirer that contains the Company’s business) shall not constitute a “Good Reason;”; (ii) a reduction by the Company of Executive’s base salary as in effect immediately prior to such reduction (except as part of a base salary reduction generally applicable to executives); or (iii) a material reduction by the Company in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction with the result that Executive’s overall benefits package is significantly reduced (except as part of a reduction generally applicable to executives); provided, however, that the Company shall have a period of thirty (30) days following receipt of written notice from Executive specifying the grounds for a purported voluntary termination for Good Reason to cure any event or failure that would otherwise constitute Good Reason.
Definition of Resignation for Good Reason. For purposes of this Agreement, Resignation for Good Reason shall mean if Executive resigns because: (i) there has been a diminution in his Base Salary; (ii) he is required to be based in an office that is more than 75 miles from the current location of the office; or (iii) he is assigned duties that are materially inconsistent with his position as Chief Executive Officer; (iv) there is a material diminution of his status, office, title or reporting requirements; or (v) the company fails to pay money or otherwise fails to provide benefits owed under this Agreement.
