Common use of Employee’s Right to Terminate for Good Reason Clause in Contracts

Employee’s Right to Terminate for Good Reason. Employee shall have the right to terminate Employee’s employment with the Company at any time for Good Reason. For purposes of this Agreement, “Good Reason” shall mean: (i) a material diminution in Employee’s Base Salary other than a general reduction in Base Salary that affects all similarly situated executives of the Company in substantially the same proportion; provided, however, such general reduction may not exceed 20% of Employee’s Base Salary; (ii) a material diminution in Employee’s authority, duties and responsibilities with the Company Group; provided, however, that if Employee is serving as an officer or member of the board of directors (or similar governing body) of any member of the Company Group or any other entity in which a member of the Company Group holds an equity interest, in no event shall the removal of Employee as an officer or board member, regardless of the reason for such removal, constitute Good Reason; or (iii) the relocation of the geographic location of Employee’s principal place of employment by more than seventy-five (75) miles from the location of Employee’s principal place of employment as of the Effective Date. Notwithstanding the foregoing provisions of this Section 7(c) or any other provision of this Agreement to the contrary, any assertion by Employee of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition giving rise to Employee’s claim of Good Reason must have arisen without Employee’s consent; (B) Employee must provide written notice to the Board of the existence of such condition(s) within thirty (30) days after the initial occurrence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for thirty (30) days following the Board’s receipt of such written notice; and (D) the date of Employee’s termination of employment must occur within thirty (30) days after the end of the period referenced in clause (C). Further notwithstanding the foregoing, no suspension of Employee or reduction in Employee’s authority, duties and responsibilities in conjunction with any leave required, or other action taken by the Company as part of any investigation into alleged wrongdoing by Employee shall give rise to Good Reason.

Employee’s Right to Terminate for Good Reason. Employee shall have the right to terminate Employee’s employment with the Company at any time for Good Reason, as set forth herein. For purposes of this Agreement, “Good Reason” shall mean: (i) a material diminution in Employee’s Base Salary other than breach by the Company of any of its material obligations under this Agreement; (ii) a general material reduction in Base Salary that affects all similarly situated executives of the Company in substantially the same proportion; provided, however, such general reduction may not exceed 20% of Employee’s Base Salary; (iiiii) a material diminution in Employeerelocation by more than 50 miles of Company’s authority, duties and responsibilities with the Company Group; provided, however, that if Employee is serving as an officer or member current principal place of the board of directors (or similar governing body) of any member of the Company Group or any other entity in which a member of the Company Group holds an equity interest, in no event shall the removal of Employee as an officer or board member, regardless of the reason for such removal, constitute Good Reasonbusiness; or (iiiiv) the relocation Employee ceases to report to the Chief Executive Officer (or such individual who has been designated as the interim Chief Executive Officer in the temporary absence of the geographic location of Employee’s principal place of employment by more than seventy-five (75) miles from the location of Employee’s principal place of employment as of the Effective Datea Chief Executive Officer). Notwithstanding the foregoing provisions of this Section 7(c) or any other provision of this Agreement to the contrary, any assertion by Employee of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in Section 7(c)(i)-(iv) giving rise to Employee’s claim termination of Good Reason employment must have arisen without Employee’s consent; (B) Employee must provide written notice to the Board of the existence of such condition(s) within thirty (30) days after Employee has knowledge of the initial occurrence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for thirty (30) days following the Board’s receipt of such written notice; and (D) the date of Employee’s termination of employment must occur within thirty seventy-five (3075) days after the end Employee has knowledge of the period referenced initial occurrence of the condition(s) specified in clause (C)such notice. Further notwithstanding the foregoing, no suspension of Employee or a reduction in Employee’s authority, duties and responsibilities in conjunction with any leave required, or other action taken taken, by the Company as part of any investigation into alleged wrongdoing by such Employee shall give rise to Good Reason.

Employee’s Right to Terminate for Good Reason. Employee shall have the right to terminate Employee’s employment with the Company at any time for “Good Reason. .” For purposes of this Agreement, “Good Reason” shall mean: mean (i) a material diminution in Employee’s Base Salary other than or Annual Bonus opportunity, excluding (X) a general reduction diminution in Base Salary that affects or Annual Bonus opportunity of not more than five percent (5%) applicable to all similarly situated executives of the Company in substantially the same proportion; provided, however, such general reduction may not exceed 20or (Y) a diminution of up to 25% of Employee’s Base SalarySalary for a period no greater than 12 months as a result of an extraordinary event (e.g. COVID-19), (ii) a material breach by the Company of any of its covenants or obligations under this Agreement; (iiiii) a material diminution in Employee’s authority, duties and duties, or responsibilities with the Company Group; provided(other than as a result of Employee’s physical or mental incapacity or other short-term disability), however, that including if Employee is serving ceases to serve as an officer the Company’s Chief Executive Officer, or member of the board of directors (or similar governing body) of any member of the Company Group or any other entity in which as a member of the Company Group holds an equity interest, Board; and (iv) a material change in no event shall the removal of Employee as an officer or board member, regardless of the reason for such removal, constitute Good Reason; or (iii) the relocation of the geographic location of at which Employee must perform services under this Agreement, which is also at least 35 miles further from Employee’s principal place of employment by more primary residence than seventy-five (75) miles from the location of EmployeeCompany’s principal place of employment as of the Effective Datecurrent headquarters in Bellevue, Washington. Notwithstanding the foregoing provisions of this Section 7(c) or any other provision of this Agreement to the contrary, any assertion by Employee of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in Section 7(c) giving rise to Employee’s claim termination of Good Reason employment must have arisen without Employee’s consent; (B) Employee must provide written notice to the Board of the existence of such condition(s) within thirty (30) days after of the initial occurrence existence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for at least thirty (30) days following the Board’s receipt of such written notice; and (D) the date of Employee’s termination of employment must occur within thirty seventy-five (3075) days after the end initial existence of the period referenced condition(s) specified in clause (C). Further notwithstanding the foregoing, no suspension of Employee or reduction in Employee’s authority, duties and responsibilities in conjunction with any leave required, or other action taken by the Company as part of any investigation into alleged wrongdoing by Employee shall give rise to Good Reasonsuch notice.

Employee’s Right to Terminate for Good Reason. The Employee shall have the right to terminate the Employee’s 's employment with the Company at any time for "Good Reason." Upon a termination by the Employee for “Good Reason,” the Company shall pay or provide to the Employee the payments and benefits set forth in Sections 7.2(a) and (b). For purposes of this Agreement, “a termination for "Good Reason” " shall mean: mean Employee’s termination within ninety (90) days following the expiration of the cure period afforded the Company to rectify any of the following that occur without the express written consent of the Employee, as determined in a manner consistent with Treasury Regulation Section 1.409A-1(n)(2)(ii): (i) a material diminution reduction or change in the Employee’s Base Salary other than a general reduction in Base Salary that affects all similarly situated executives of title or job duties, responsibilities and requirements inconsistent with the Employee’s position with the Company in substantially and the same proportion; provided, however, such general reduction may not exceed 20% of Employee’s Base Salaryprior duties, responsibilities and requirements; (ii) a material diminution ten percent (10%) or greater reduction in the Employee’s authority, duties and responsibilities with Base Salary unless a proportionate reduction is made to the Company Group; provided, however, that if Employee is serving as an officer or member Base Salary of all members of the board Company’s senior management in accordance with a bona-fide downturn in the Company’s business; (iii) any material breach of directors (or similar governing body) of any member of this Agreement by the Company Group or any other entity in which a member of the Company Group holds an equity interest, in no event shall the removal of Employee as an officer or board member, regardless of the reason for such removal, constitute Good ReasonCompany; or (iiiiv) failure by the Company to maintain reasonable D&O insurance acceptable to the Company’s Board. In the case of the Employee’s allegation of Good Reason, (1) the relocation of the geographic location of Employee’s principal place of employment by more than seventy-five (75) miles from the location of Employee’s principal place of employment as of the Effective Date. Notwithstanding the foregoing provisions of this Section 7(c) or any other provision of this Agreement to the contrary, any assertion by Employee of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition giving rise to Employee’s claim of Good Reason must have arisen without Employee’s consent; (B) Employee must provide written notice to the Board of the existence of such condition(s) event alleged to constitute Good Reason within thirty (30) 30 days after the initial occurrence of such condition(s); event, (C2) the condition(s) specified in Company shall have the opportunity to remedy the alleged Good Reason event within 30 days from receipt of notice of such notice must remain uncorrected allegation, and if not so cured, the Employee may then terminate employment for thirty “Good Reason” within ninety (3090) days following the Board’s receipt of such written notice; and (D) the date of Employee’s termination of employment must occur within thirty (30) days after the end expiration of the cure period referenced in clause (C). Further notwithstanding afforded the foregoing, no suspension of Employee or reduction in Employee’s authority, duties and responsibilities in conjunction with any leave required, or other action taken by the Company as part of any investigation into alleged wrongdoing by Employee shall give rise to Good ReasonCompany.