Common use of Good Cause Clause in Contracts

Good Cause. As used in this Agreement “good cause” for Executive to terminate his employment shall be deemed to exist if Executive voluntarily terminates employment within 24 months of a Change-of-Control for any of the following reasons: 1. Without Executive’s express prior written consent, Executive is assigned duties materially inconsistent with and of a diminished nature from Executive’s position, duties, responsibilities, or status with the Company, which substantially varies from that which existed immediately prior to such Change-of-Control. 2. Without Executive’s express prior written consent, Executive experiences a change in his reporting level, titles, or business location (of more than 50 miles from Executive’s current business location or residence whichever is closer to the new business location) which substantially varies from that which existed immediately prior to the Change-of-Control; except that if Executive is not located at the Company’s corporate headquarters in California, a relocation to the Company’s corporate headquarters in California shall not be deemed a substantial variation, unless Executive’s reporting level or title is also substantially varied. 3. Without Executive’s express prior written consent, Executive is removed from any position held immediately prior to the Change-of-Control, or if Executive fails to obtain reelection to any position held immediately prior to the Change-of-Control, which removal or failure to reelect is not directly related to Executive’s incapacity or disability, habitual neglect, gross misconduct or death. 4. Without Executive’s express prior written consent, Executive experiences a reduction in salary of more than 10 percent below that which existed immediately prior to the Change-of-Control. 5. Without Executive’s express prior written consent, Executive experiences an elimination or reduction of any employee benefit, business expense reimbursement or allotment, incentive bonus program, or any other manner or form of compensation available to Executive immediately prior to the Change-of-Control and such change is not otherwise applied to others in the Company with Executive’s position or title. 6. The Company fails to obtain from any successor, before the succession takes place, a written commitment obligating the successor to perform this Agreement in accordance with all of its terms and conditions. 7. The Company or any successor thereto purports to terminate Executive pursuant to Section 4.4 without first giving Executive prior written notice thereof that specifies the facts and circumstances, in reasonable detail, serving as the basis for Executive’s termination.

Good Cause. As used in this Agreement “good cause” for Executive to terminate his her employment shall be deemed to exist if Executive voluntarily terminates employment within 24 months of a Change-of-Control for any of the following reasons: 1. Without Executive’s express prior written consent, Executive is assigned duties materially inconsistent with and of a diminished nature from Executive’s position, duties, responsibilities, or status with the Company, which substantially varies from that which existed immediately prior to such Change-of-Control. 2. Without Executive’s express prior written consent, Executive experiences a change in his her reporting level, titles, or business location (of more than 50 miles from Executive’s current business location or residence whichever is closer to the new business location) which substantially varies from that which existed immediately prior to the Change-of-Control; except that if Executive is not located at the Company’s corporate headquarters in California, a relocation to the Company’s corporate headquarters in California shall not be deemed a substantial variation, unless Executive’s reporting level or title is also substantially varied. 3. Without Executive’s express prior written consent, Executive is removed from any position held immediately prior to the Change-of-Control, or if Executive fails to obtain reelection to any position held immediately prior to the Change-of-Control, which removal or failure to reelect is not directly related to Executive’s incapacity or disability, habitual neglect, gross misconduct or death. 4. Without Executive’s express prior written consent, Executive experiences a reduction in salary of more than 10 percent below that which existed immediately prior to the Change-of-Control. 5. Without Executive’s express prior written consent, Executive experiences an elimination or reduction of any employee benefit, business expense reimbursement or allotment, incentive bonus program, or any other manner or form of compensation available to Executive immediately prior to the Change-of-Control and such change is not otherwise applied to others in the Company with Executive’s position or title. 6. The Company fails to obtain from any successor, before the succession takes place, a written commitment obligating the successor to perform this Agreement in accordance with all of its terms and conditions. 7. The Company or any successor thereto purports to terminate Executive pursuant to Section 4.4 without first giving Executive prior written notice thereof that specifies the facts and circumstances, in reasonable detail, serving as the basis for Executive’s termination.

Good Cause. As used in this Agreement “"good cause” " for Executive to terminate his employment shall be deemed to exist if Executive voluntarily terminates employment within 24 months of a Change-of-Control for any of the following reasons: 1. Without Executive’s 's express prior written consent, Executive is assigned duties materially inconsistent with and of a diminished nature from Executive’s 's position, duties, responsibilities, or status with the Company, Company which substantially varies from that which existed immediately prior to such Change-of-Control.; 2. Without Executive’s 's express prior written consent, Executive experiences a change in his reporting level, titles, or business location (of more than 50 miles from Executive’s 's current business location or residence whichever is closer to the new business location) which substantially varies from that which existed immediately prior to the Change-of-Control; except that if Executive is not located at the Company’s 's corporate headquarters in California, a relocation to the Company’s 's corporate headquarters in California shall not be deemed a substantial variation, unless Executive’s 's reporting level or title is also substantially varied.; 3. Without Executive’s 's express prior written consent, Executive is removed from any position held immediately prior to the Change-of-Control, or if Executive fails to obtain reelection to any position held immediately prior to the Change-of-Control, which removal or failure to reelect is not directly related to Executive’s 's incapacity or disability, habitual neglect, gross misconduct or death.; 4. Without Executive’s 's express prior written consent, Executive experiences a reduction in salary of more than 10 percent below that which existed immediately prior to the Change-of-Control.; 5. Without Executive’s 's express prior written consent, Executive experiences an elimination or reduction of any employee benefit, business expense reimbursement or allotment, incentive bonus program, or any other manner or form of compensation available to Executive immediately prior to the Change-of-Control and such change is not otherwise applied to others in the Company with Executive’s 's position or title.; 6. The Company fails to obtain from any successor, before the succession takes place, a written commitment obligating the successor to perform this Agreement in accordance with all of its terms and conditions.; or 7. The Company or any successor thereto purports to terminate Executive pursuant to Section 4.4 without first giving Executive prior written notice thereof that specifies the facts and circumstances, in reasonable detail, serving as the basis for Executive’s 's termination.

Good Cause. As used in this Agreement “"good cause” " for Executive to terminate his employment shall be deemed to exist if Executive voluntarily terminates employment within 24 months of a Change-of-Control for any of the following reasons: 1. Without Executive’s 's express prior written consent, Executive is assigned duties materially inconsistent with and of a diminished nature from Executive’s 's position, duties, responsibilities, or status with the Company, Company which substantially varies from that which existed immediately prior to such Change-of-Control.; 2. Without Executive’s 's express prior written consent, Executive experiences a change in his reporting level, titlestitle, or business location (of more than 50 miles from Executive’s 's current business location or residence whichever is closer to the new business location) which substantially varies from that which existed immediately prior to the Change-of-Control; except that if Executive is not located at the Company’s 's corporate headquarters in California, a relocation to the Company’s 's corporate headquarters in California shall not be deemed a substantial variation, unless Executive’s 's reporting level or title is also substantially varied.; 3. Without Executive’s 's express prior written consent, Executive is removed from any position held immediately prior to the Change-of-Control, or if Executive fails to obtain reelection to any position held immediately prior to the Change-of-Control, which removal or failure to reelect is not directly related to Executive’s 's incapacity or disability, habitual neglect, gross misconduct or death.; 4. Without Executive’s 's express prior written consent, Executive experiences a reduction in salary of more than 10 percent below that which existed immediately prior to the Change-of-Control.; 5. Without Executive’s 's express prior written consent, Executive experiences an elimination or reduction of any employee benefit, business expense reimbursement or allotment, incentive bonus program, or any other manner or form of compensation available to Executive immediately prior to the Change-of-Control and such change is not otherwise applied to others in the Company with Executive’s 's position or title.; 6. The Company fails to obtain from any successor, before the succession takes place, a written commitment obligating the successor to perform this Agreement in accordance with all of its terms and conditions.; or 7. The Company or any successor thereto purports to terminate Executive pursuant to Section 4.4 without first giving Executive prior written notice thereof that specifies the facts and circumstances, in reasonable detail, serving as the basis for Executive’s 's termination.

Good Cause. As used in this Agreement “"good cause” " for Executive to terminate his employment shall be deemed to exist if Executive voluntarily terminates employment within 24 months of a Change-of-Control for any of the following reasons: 1. Without Executive’s 's express prior written consent, Executive is assigned duties materially inconsistent with and of a diminished nature from Executive’s 's position, duties, responsibilities, or status with the Company, which substantially varies from that which existed immediately prior to such Change-of-Control. 2. Without Executive’s 's express prior written consent, Executive experiences a change in his reporting level, titles, or business location (of more than 50 miles from Executive’s 's current business location or residence whichever is closer to the new business location) which substantially varies from that which existed immediately prior to the Change-of-Control; except that if Executive is not located at the Company’s 's corporate headquarters in California, a relocation to the Company’s 's corporate headquarters in California shall not be deemed a substantial variation, unless Executive’s 's reporting level or title is also substantially varied. 3. Without Executive’s 's express prior written consent, Executive is removed from any position held immediately prior to the Change-of-Control, or if Executive fails to obtain reelection to any position held immediately prior to the Change-of-Control, which removal or failure to reelect is not directly related to Executive’s 's incapacity or disability, habitual neglect, gross misconduct or death. 4. Without Executive’s 's express prior written consent, Executive experiences a reduction in salary of more than 10 percent below that which existed immediately prior to the Change-of-Control. 5. Without Executive’s 's express prior written consent, Executive experiences an elimination or reduction of any employee benefit, business expense reimbursement or allotment, incentive bonus program, or any other manner or form of compensation available to Executive immediately prior to the Change-of-Control and such change is not otherwise applied to others in the Company with Executive’s 's position or title. 6. The Company fails to obtain from any successor, before the succession takes place, a written commitment obligating the successor to perform this Agreement in accordance with all of its terms and conditions. 7. The Company or any successor thereto purports to terminate Executive pursuant to Section 4.4 without first giving Executive prior written notice thereof that specifies the facts and circumstances, in reasonable detail, serving as the basis for Executive’s 's termination.

Good Cause. As used in this Agreement “"good cause” " for Executive to terminate his her employment shall be deemed to exist if Executive voluntarily terminates employment within 24 months of a Change-of-Control for any of the following reasons: 1. Without Executive’s 's express prior written consent, Executive is assigned duties materially inconsistent with and of a diminished nature from Executive’s 's position, duties, EXHIBIT 10.10 responsibilities, or status with the Company, which substantially varies from that which existed immediately prior to such Change-of-Control. 2. Without Executive’s 's express prior written consent, Executive experiences a change in his her reporting level, titles, or business location (of more than 50 miles from Executive’s 's current business location or residence whichever is closer to the new business location) which substantially varies from that which existed immediately prior to the Change-of-Control; except that if Executive is not located at the Company’s 's corporate headquarters in California, a relocation to the Company’s 's corporate headquarters in California shall not be deemed a substantial variation, unless Executive’s 's reporting level or title is also substantially varied. 3. Without Executive’s 's express prior written consent, Executive is removed from any position held immediately prior to the Change-of-Control, or if Executive fails to obtain reelection to any position held immediately prior to the Change-of-Control, which removal or failure to reelect is not directly related to Executive’s 's incapacity or disability, habitual neglect, gross misconduct or death. 4. Without Executive’s 's express prior written consent, Executive experiences a reduction in salary of more than 10 percent below that which existed immediately prior to the Change-of-Control. 5. Without Executive’s 's express prior written consent, Executive experiences an elimination or reduction of any employee benefit, business expense reimbursement or allotment, incentive bonus program, or any other manner or form of compensation available to Executive immediately prior to the Change-of-Control and such change is not otherwise applied to others in the Company with Executive’s 's position or title. 6. The Company fails to obtain from any successor, before the succession takes place, a written commitment obligating the successor to perform this Agreement in accordance with all of its terms and conditions. 7. The Company or any successor thereto purports to terminate Executive pursuant to Section 4.4 without first giving Executive prior written notice thereof that specifies the facts and circumstances, in reasonable detail, serving as the basis for Executive’s 's termination.

Good Cause. As used in this Agreement “"good cause” " for Executive to terminate his her employment shall be deemed to exist if Executive voluntarily terminates employment within 24 months of a Change-of-Control for any of the following reasons: 1. Without Executive’s 's express prior written consent, Executive is assigned duties materially inconsistent with and of a diminished nature from Executive’s 's position, duties, responsibilities, or status with the Company, which substantially varies from that which existed immediately prior to such Change-of-Control. 2. Without Executive’s 's express prior written consent, Executive experiences a change in his her reporting level, titles, or business location (of more than 50 miles from Executive’s 's current business location or residence whichever is closer to the new business location) which substantially varies from that which existed immediately prior to the Change-of-Control; except that if Executive is not located at the Company’s 's corporate headquarters in California, a relocation to the Company’s 's corporate headquarters in California shall not be deemed a substantial variation, unless Executive’s 's reporting level or title is also substantially varied. 3. Without Executive’s 's express prior written consent, Executive is removed from any position held immediately prior to the Change-of-Control, or if Executive fails to obtain reelection to any position held immediately prior to the Change-of-Control, which removal or failure to reelect is not directly related to Executive’s 's incapacity or disability, habitual neglect, gross misconduct or death. 4. Without Executive’s 's express prior written consent, Executive experiences a reduction in salary of more than 10 percent below that which existed immediately prior to the Change-of-Control. 5. Without Executive’s 's express prior written consent, Executive experiences an elimination or reduction of any employee benefit, business expense reimbursement or allotment, incentive bonus program, or any other manner or form of compensation available to Executive immediately prior to the Change-of-Control and such change is not otherwise applied to others in the Company with Executive’s 's position or title. 6. The Company fails to obtain from any successor, before the succession takes place, a written commitment obligating the successor to perform this Agreement in accordance with all of its terms and conditions. 7. The Company or any successor thereto purports to terminate Executive pursuant to Section 4.4 without first giving Executive prior written notice thereof that specifies the facts and circumstances, in reasonable detail, serving as the basis for Executive’s 's termination.

Good Cause. As used in this Agreement “"good cause” " for Executive to terminate his employment shall be deemed to exist if Executive voluntarily terminates employment within 24 months of a Change-of-Control for any of the following reasons: 1. Without Executive’s 's express prior written consent, Executive is assigned duties materially inconsistent with and of a diminished nature from Executive’s 's position, duties, responsibilities, or status with the Company, which substantially varies from that which existed immediately prior to such Change-of-Control. 2. Without Executive’s 's express prior written consent, Executive experiences a change in his reporting level, titles, or business location (of more than 50 miles from Executive’s 's current business location or residence whichever is closer to the new business location) which substantially varies from that which existed immediately prior to the Change-of-Control; except that if Executive is not located at the Company’s 's corporate headquarters in California, a relocation to the Company’s 's corporate headquarters in California shall not be deemed a substantial variation, unless Executive’s 's reporting level or title is also substantially varied. 3. Without Executive’s 's express prior written consent, Executive is removed from any position held immediately prior to the Change-of-Control, or if Executive fails to obtain reelection to any position held immediately prior to the Change-of-Control, which removal or failure to reelect is not directly related to Executive’s 's incapacity or disability, habitual neglect, gross misconduct or death. 4. Without Executive’s 's express prior written consent, Executive experiences a reduction in salary of more than 10 percent below that which existed immediately prior to the Change-of-Control. 5. Without Executive’s 's express prior written consent, Executive experiences an elimination or reduction of any employee benefit, business expense reimbursement or allotment, incentive bonus program, or any other manner or form of compensation available to Executive immediately prior to the Change-of-Control and such change is not otherwise applied to others in the Company with Executive’s 's position or title. 6. The Company fails to obtain from any successor, before the succession takes place, a written commitment obligating the successor to perform this Agreement in accordance with all of its terms and conditions. 7. The Company or any successor thereto purports to terminate Executive pursuant to Section 4.4 without first giving Executive prior written notice thereof that specifies the facts and circumstances, in reasonable detail, serving as the basis for Executive’s 's termination.

Good Cause. As used in this Agreement “"good cause” " for Executive to terminate his employment shall be deemed to exist if Executive voluntarily terminates employment within 24 months of a Change-of-Change of Control for any of the following reasons: 1. Without Executive’s 's express prior written consent, Executive is assigned duties materially inconsistent with and of a diminished nature from Executive’s 's position, duties, - 8 - 9 responsibilities, or status with the Company, Company which substantially varies from that which existed immediately prior to such Change-of-Control.change of ownership or control; 2. Without Executive’s 's express prior written consent, Executive experiences a change in his reporting level, titles, or business location (of or more than 50 miles from Executive’s his current business location or residence whichever is closer to the new business location) which substantially varies from that which existed immediately prior to the Change-of-Change of Control; except that if Executive is not located at the Company’s 's corporate headquarters in California, a relocation to the Company’s 's corporate headquarters in California shall not be deemed a substantial variation, unless Executive’s 's reporting level or title is also substantially varied. 3. Without Executive’s 's express prior written consent, Executive is removed from any position held immediately prior to the Change-of-Controlchange of ownership or control, or if Executive fails to obtain reelection to any position held immediately prior to the Change-of-Controlchange of ownership or control, which removal or failure to reelect is not directly related to Executive’s 's incapacity or disability, habitual neglect, gross misconduct or death.; 4. Without Executive’s 's express prior written consent, Executive experiences a reduction in salary of more than 10 percent below that which existed immediately prior to the Change-of-Controlchange of ownership or control. 5. Without Executive’s 's express prior written consent, Executive experiences an elimination or reduction of any employee benefit, business expense reimbursement or allotment, incentive bonus program, or any other manner or form of compensation available to Executive immediately prior to the Change-of-Change of Control and such change is not otherwise applied to others in the Company with Executive’s 's position or title.; 6. The Company fails to obtain from any successor, before the succession takes place, a written commitment obligating the successor to perform this Agreement in accordance with all of its terms and conditions.; or 7. The Company or any successor thereto purports to terminate Executive pursuant to Section 4.4 without first giving Executive prior written notice thereof that specifies the facts and circumstances, in reasonable detail, serving as the basis for Executive’s 's termination.

Good Cause. As used in this Agreement “"good cause” " for Executive to terminate his employment shall be deemed to exist if Executive voluntarily terminates his employment within 24 months of a Change-of-Change of Control for any of the following reasons: 1. Without Executive’s 's express prior written consent, Executive is assigned duties materially inconsistent with and of a diminished nature from Executive’s 's position, duties, -8- 9 responsibilities, or status with the Company, Company which substantially varies from that which existed immediately prior to such Change-of-Control.change of ownership or control; 2. Without Executive’s 's express prior written consent, Executive experiences a change in his reporting level, titles, or business location (of or more than 50 miles from Executive’s his current business location or residence whichever is closer to the new business location) which substantially varies from that which existed immediately prior to the Change-of-Change of Control; except that if Executive is not located at the Company’s 's corporate headquarters in California, a relocation to the Company’s 's corporate headquarters in California shall not be deemed a substantial variation, unless Executive’s 's reporting level or title is also substantially varied. 3. Without Executive’s 's express prior written consent, Executive is removed from any position held immediately prior to the Change-of-Controlchange of ownership or control, or if Executive fails to obtain reelection to any position held immediately prior to the Change-of-Controlchange of ownership or control, which removal or failure to reelect is not directly related to Executive’s 's incapacity or disability, habitual neglect, gross misconduct or death.; 4. Without Executive’s 's express prior written consent, Executive experiences a reduction in salary of more than 10 percent below that which existed immediately prior to the Change-of-Controlchange of ownership or control. 5. Without Executive’s 's express prior written consent, Executive experiences an elimination or reduction of any employee benefit, business expense reimbursement or allotment, incentive bonus program, or any other manner or form of compensation available to Executive immediately prior to the Change-of-Change of Control and such change is not otherwise applied to others in the Company with Executive’s 's position or title.; 6. The Company fails to obtain from any successor, before the succession takes place, a written commitment obligating the successor to perform this Agreement in accordance with all of its terms and conditions.; or 7. The Company or any successor thereto purports to terminate Executive pursuant to Section 4.4 without first giving Executive prior written notice thereof that specifies the facts and circumstances, in reasonable detail, serving as the basis for Executive’s 's termination.

Good Cause. As used in this Agreement “"good cause” " for Executive to terminate his her employment shall be deemed to exist if Executive voluntarily terminates employment within 24 months of a Change-of-Control for any of the following reasons: 1. Without Executive’s 's express prior written consent, Executive is assigned duties materially inconsistent with and of a diminished nature from Executive’s 's position, duties, responsibilities, or status with the Company, which substantially varies from that which existed immediately prior to such Change-of-Control. 2. Without Executive’s 's express prior written consent, Executive experiences a change in his her reporting level, titles, or business location (of more than 50 miles from Executive’s 's current business location or residence whichever is closer to the new business location) which substantially varies from that which existed immediately prior to the Change-of-Control; except that if Executive is not located at the Company’s 's corporate headquarters in California, a relocation to the Company’s 's corporate headquarters in California shall not be deemed a substantial variation, unless Executive’s 's reporting level or title is also substantially varied. 3. Without Executive’s 's express prior written consent, Executive is removed from any position held immediately prior to the Change-of-Control, or if Executive fails to obtain reelection to any position held immediately prior to the Change-of-Control, which removal or failure to reelect is not directly related to Executive’s 's incapacity or disability, habitual neglect, gross misconduct or death. 4. Without Executive’s 's express prior written consent, Executive experiences a reduction in salary of more than 10 percent below that which existed immediately prior to the Change-of-Control. 5. Without Executive’s 's express prior written consent, Executive experiences an elimination or reduction of any employee benefit, business expense reimbursement or allotment, incentive bonus program, or any other manner or form of compensation available to Executive immediately prior to the Change-of-Control and such change is not otherwise applied to others in the Company with Executive’s 's position or title. 6. The Company fails to obtain from any successor, before the succession takes place, a written commitment obligating the successor to perform this Agreement in accordance with all of its terms and conditions. 7. The Company or any successor thereto purports to terminate Executive pursuant to Section 4.4 without first giving Executive prior written notice thereof that specifies the facts and circumstances, in reasonable detail, serving as the basis for Executive’s 's termination.

Good Cause. As used in this Agreement “"good cause” " for Executive to terminate his employment shall be deemed to exist if Executive voluntarily terminates his employment within 24 months of a Change-of-Change of Control for any of the following reasons: 1. Without Executive’s 's express prior written consent, Executive is assigned duties materially inconsistent with and of a diminished nature from Executive’s 's position, duties, responsibilities, or status with the Company, Company which substantially varies from that which existed immediately prior to such Change-of-Control.change of ownership or control; 2. Without Executive’s 's express prior written consent, Executive experiences a change in his reporting level, titles, or business location (of or more than 50 miles from Executive’s his current business location or residence whichever is closer to the new business location) which substantially varies from that which existed immediately prior to the Change-of-Change of Control; except that if Executive is not located at the Company’s 's corporate headquarters in California, a relocation to the Company’s 's corporate headquarters in California shall not be deemed a substantial variation, unless Executive’s 's reporting level or title is also substantially varied. 3. Without Executive’s 's express prior written consent, Executive is removed from any position held immediately prior to the Change-of-Controlchange of ownership or control, or if Executive fails to obtain reelection to any position held immediately prior to the Change-of-Controlchange of ownership or control, which removal or failure to reelect is not directly related to Executive’s 's incapacity or disability, habitual neglect, gross misconduct or death.; 4. Without Executive’s 's express prior written consent, Executive experiences a reduction in salary of more than 10 percent below that which existed immediately prior to the Change-of-Controlchange of ownership or control. 5. Without Executive’s 's express prior written consent, Executive experiences an elimination or reduction of any employee benefit, business expense reimbursement or allotment, incentive bonus program, or any other manner or form of compensation available to Executive immediately prior to the Change-of-Change of Control and such change is not otherwise applied to others in the Company with Executive’s 's position or title.; 6. The Company fails to obtain from any successor, before the succession takes place, a written commitment obligating the successor to perform this Agreement in accordance with all of its terms and conditions.; or 7. The Company or any successor thereto purports to terminate Executive pursuant to Section 4.4 without first giving Executive prior written notice thereof that specifies the facts and circumstances, in reasonable detail, serving as the basis for Executive’s 's termination.

Good Cause. As used in this Agreement “"good cause” " for Executive to terminate his employment shall be deemed to exist if Executive voluntarily terminates employment within 24 months of a Change-of-Change of Control for any of the following reasons: 1. Without Executive’s 's express prior written consent, Executive is assigned duties materially inconsistent with and of a diminished nature from Executive’s 's position, duties, responsibilities, or status with the Company, Company which substantially varies from that which existed immediately prior to such Change-of-Control.change of ownership or control; 2. Without Executive’s 's express prior written consent, Executive experiences a change in his reporting level, titles, or business location (of or more than 50 miles from Executive’s his current business location or residence whichever is closer to the new business location) which substantially varies from that which existed immediately prior to the Change-of-Change of Control; except that if Executive is not located at the Company’s 's corporate headquarters in California, a relocation to the Company’s corporate headquarters in California shall not be deemed a substantial variation, unless Executive’s reporting level or title is also substantially varied.'s 3. Without Executive’s 's express prior written consent, Executive is removed from any position held immediately prior to the Change-of-Controlchange of ownership or control, or if Executive fails to obtain reelection to any position held immediately prior to the Change-of-Controlchange of ownership or control, which removal or failure to reelect is not directly related to Executive’s 's incapacity or disability, habitual neglect, gross misconduct or death.; 4. Without Executive’s 's express prior written consent, Executive experiences a reduction in salary of more than 10 percent below that which existed immediately prior to the Change-of-Controlchange of ownership or control. 5. Without Executive’s 's express prior written consent, Executive experiences an elimination or reduction of any employee benefit, business expense reimbursement or allotment, incentive bonus program, or any other manner or form of compensation available to Executive immediately prior to the Change-of-Change of Control and such change is not otherwise applied to others in the Company with Executive’s 's position or title.; 6. The Company fails to obtain from any successor, before the succession takes place, a written commitment obligating the successor to perform this Agreement in accordance with all of its terms and conditions.; or 7. The Company or any successor thereto purports to terminate Executive pursuant to Section 4.4 without first giving Executive prior written notice thereof that specifies the facts and circumstances, in reasonable detail, serving as the basis for Executive’s 's termination.

Good Cause. As used in this Agreement “"good cause” " for Executive to terminate his employment shall be deemed to exist if Executive voluntarily terminates his employment within 24 months after a Change of a Change-of-Control for any of the following reasons: 1. Without Executive’s 's express prior written consent, Executive is assigned duties materially inconsistent with and of a diminished nature from Executive’s 's position, duties, responsibilities, or status with the Company, Company which substantially varies from that which existed immediately prior to such Change-of-Control.change of ownership or control; 2. Without Executive’s 's express prior written consent, Executive experiences a change in his reporting level, titles, or business location (of or more than 50 miles from Executive’s his current business location or residence whichever is closer to the new business location) which substantially varies from that which existed immediately prior to the Change-of-Change of Control; except that if Executive is not located at the Company’s 's corporate headquarters in California, a relocation to the Company’s 's corporate headquarters in California shall not be deemed a substantial variation, unless Executive’s 's reporting level or title is also substantially varied. 3. Without Executive’s 's express prior written consent, Executive is required, after electing to reside in southern California pursuant to Section 1.1 of this Agreement, to move his residence to the Northwest Regions, or is required to spend in excess of an average of three to four days per week at PacifiCare of Washington or otherwise in the Northwest Region. 4. Without Executive's express prior written consent, Executive is removed from any position held immediately prior to the Change-of-Controlchange of ownership or control, or if Executive fails to obtain reelection to any position held immediately prior to the Change-of-Controlchange of ownership or control, which removal or failure to reelect is not directly related to Executive’s 's incapacity or disability, habitual neglect, gross misconduct or death.; 45. Without Executive’s 's express prior written consent, Executive experiences a reduction in salary of more than 10 percent below that which existed immediately prior to the Change-of-Controlchange of ownership or control. 56. Without Executive’s 's express prior written consent, Executive experiences an elimination or reduction of any employee benefit, business expense reimbursement or allotment, incentive bonus program, or any other manner or form of compensation available to Executive immediately prior to the Change-of-Change of Control and such change is not otherwise applied to others in the Company with Executive’s 's position or title.; 67. The Company fails to obtain from any successor, before the succession takes place, a written commitment obligating the successor to perform this Agreement in accordance with all of its terms and conditions.; or 78. The Company or any successor thereto purports to terminate Executive pursuant to Section 4.4 without first giving Executive prior written notice thereof that specifies the facts and circumstances, in reasonable detail, serving as the basis for Executive’s 's termination.

Good Cause. As used in this Agreement “"good cause” " for Executive to terminate his employment shall be deemed to exist if Executive voluntarily terminates employment within 24 months of a Change-of-Change of Control for any of the following reasons: 1. Without Executive’s 's express prior written consent, Executive is assigned duties materially inconsistent with and of a diminished nature from Executive’s 's position, duties, responsibilities, or status with the Company, Company which substantially varies from that which existed immediately prior to such Change-of-Control.change of ownership or control; 2. Without Executive’s 's express prior written consent, Executive experiences a change in his reporting level, titles, or business location (of or more than 50 miles from Executive’s his current business location or residence whichever is closer to the new business location) which substantially varies from that which existed immediately prior to the Change-of-Change of Control; except that if Executive is not located at the Company’s 's corporate headquarters in California, a relocation to the Company’s 's corporate headquarters in California shall not be deemed a substantial variation, unless Executive’s 's reporting level or title is also substantially varied. 3. Without Executive’s 's express prior written consent, Executive is removed from any position held immediately prior to the Change-of-Controlchange of ownership or control, or if Executive fails to obtain reelection to any position held immediately prior to the Change-of-Controlchange of ownership or control, which removal or failure to reelect is not directly related to Executive’s 's incapacity or disability, habitual neglect, gross misconduct or death.; 4. Without Executive’s 's express prior written consent, Executive experiences a reduction in salary of more than 10 percent below that which existed immediately prior to the Change-of-Controlchange of ownership or control. 5. Without Executive’s express prior written consent, Executive experiences an elimination or reduction of any employee benefit, business expense reimbursement or allotment, incentive bonus program, or any other manner or form of compensation available to Executive immediately prior to the Change-of-Control and such change is not otherwise applied to others in the Company with Executive’s position or title. 6. The Company fails to obtain from any successor, before the succession takes place, a written commitment obligating the successor to perform this Agreement in accordance with all of its terms and conditions. 7. The Company or any successor thereto purports to terminate Executive pursuant to Section 4.4 without first giving Executive prior written notice thereof that specifies the facts and circumstances, in reasonable detail, serving as the basis for Executive’s termination.

Good Cause. As used in this Agreement “"good cause” " for Executive to terminate his her employment shall be deemed to exist if Executive voluntarily terminates employment within 24 months of a Change-of-Control for any of the following reasons: 1. Without Executive’s 's express prior written consent, Executive is assigned duties materially inconsistent with and of a diminished nature from Executive’s 's position, duties, responsibilities, or status with the Company, Company which substantially varies from that which existed immediately prior to such Change-of-Control.; 2. Without Executive’s 's express prior written consent, Executive experiences a change in his her reporting level, titles, or business location (of more than 50 miles from Executive’s 's current business location or residence whichever is closer to the new business location) which substantially varies from that which existed immediately prior to the Change-of-Control; except that if Executive is not located at the Company’s 's corporate headquarters in California, a relocation to the Company’s 's corporate headquarters in California shall not be deemed a substantial variation, unless Executive’s 's reporting level or title is also substantially varied.; 3. Without Executive’s 's express prior written consent, Executive is removed from any position held immediately prior to the Change-of-Control, or if Executive fails to obtain reelection to any position held immediately prior to the Change-of-Control, which removal or failure to reelect is not directly related to Executive’s 's incapacity or disability, habitual neglect, gross misconduct or death.; EXHIBIT 10.06 4. Without Executive’s 's express prior written consent, Executive experiences a reduction in salary of more than 10 percent below that which existed immediately prior to the Change-of-Control.; 5. Without Executive’s 's express prior written consent, Executive experiences an elimination or reduction of any employee benefit, business expense reimbursement or allotment, incentive bonus program, or any other manner or form of compensation available to Executive immediately prior to the Change-of-Control and such change is not otherwise applied to others in the Company with Executive’s 's position or title.; 6. The Company fails to obtain from any successor, before the succession takes place, a written commitment obligating the successor to perform this Agreement in accordance with all of its terms and conditions.; or 7. The Company or any successor thereto purports to terminate Executive pursuant to Section 4.4 without first giving Executive prior written notice thereof that specifies the facts and circumstances, in reasonable detail, serving as the basis for Executive’s 's termination.

Good Cause. As used in this Agreement “good cause” for Executive to terminate his employment shall be deemed to exist if Executive voluntarily terminates employment within 24 months of a Change-of-Control for any of the following reasons: 1. Without Executive’s express prior written consent, Executive is assigned duties materially inconsistent with and of a diminished nature from Executive’s position, duties, responsibilities, or status with the Company, which substantially varies from that which existed immediately prior to such Change-of-Control. 2. Without Executive’s express prior written consent, Executive experiences a change in his reporting level, titles, or business location (of more than 50 miles from Executive’s current business location or residence whichever is closer to the new business location) which substantially varies from that which existed immediately prior to the Change-of-Control; except that if Executive is not located at the Company’s corporate headquarters in California, a relocation to the Company’s corporate headquarters in California shall not be deemed a substantial variation, unless Executive’s reporting level or title is also substantially varied. 3. Without Executive’s express prior written consent, Executive is removed from any position held immediately prior to the Change-of-Control, or if Executive fails to obtain reelection to any position held immediately prior to the Change-of-Control, which removal or failure to reelect is not directly related to Executive’s incapacity or disability, habitual neglect, gross misconduct or death. 4. Without Executive’s express prior written consent, Executive experiences a reduction in salary of more than 10 percent below that which existed immediately prior to the Change-of-Control. 5. Without Executive’s express prior written consent, Executive experiences an elimination or reduction of any employee benefit, business expense reimbursement or allotment, incentive bonus program, or any other manner or form of compensation available to Executive immediately prior to the Change-of-Control and such change is not otherwise applied to others in the Company with Executive’s position or title. 6. The Company fails to obtain from any successor, before the succession takes place, a written commitment obligating the successor to perform this Agreement in accordance with all of its terms and conditions. 7. The Company or any successor thereto purports to terminate Executive pursuant to Section 4.4 without first giving Executive prior written notice thereof that specifies the facts and circumstances, in reasonable detail, serving as the basis for Executive’s termination.