Common use of Involuntary Resignation Clause in Contracts

Involuntary Resignation. If the Executive resigns from all offices and directorships of the Company, the Parent, and all entity affiliates of the Parent for any of the reasons set forth in Sections 6.4.1 through 6.4.7, such resignation shall be deemed to be an "Involuntary Resignation," and the Executive shall be entitled to receive the same severance compensation and other benefits as are provided for in Section 6.3. The vesting schedules for the rights to purchase Option Shares set forth in the Option Agreement shall not be affected by any such termination of employment without Cause, except as set forth in Section 6.4.7, below. 6.4.1 The Company materially changes the Executive's duties and responsibilities as set forth in Section 1 without his consent. The Executive shall be deemed to have consented to any written proposal calling for a material change in his duties and responsibilities as set forth in Section 1 unless she shall give written notice of his objection thereto to the Company within thirty (30) days after receipt of such written proposal. If the Executive shall have given such objection, the Company shall have the opportunity to withdraw such proposed material change by written notice to the Executive given within ten (10) days after the end of such fifteen (15) day period. 6.4.2 The Executive's place of employment or the principal executive offices of the Company are located more than twenty-five (25) road miles from 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx Xxxxxx, Maryland. 6.4.3 The Company, without the Executive's prior written consent, reduces the Executive's Base Salary. 6.4.4 The Company imposes requirements on the Executive, or gives instructions or directions to the Executive, which are: (x) contrary to or in violation of (i) rules, principles, or codes of professional responsibility or (ii) law (as set forth in written statutes or regulations thereunder), which the Executive is obligated to follow; (y) such that compliance by the Executive with such requirements, instructions or directions would likely (i) have a material adverse effect on the Executive or (ii) cause the Executive to suffer substantial liability, and (z) not withdrawn by the Company after written request by the Executive, which written request sets forth the Executive's complete explanation as to why she believes the requirements, instructions or directions should be withdrawn. 6.4.5 There occurs a material breach by the Company of any of its obligations under this Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives written notice thereof to the Company, which notice sets forth in reasonable detail the nature and circumstances of such breach. 6.4.6 The Company, the Parent, or a entity affiliate of the Parent violates a federal or state criminal law involving moral turpitude, and the Executive was unaware of such unlawful activity at the time of its occurrence. 6.4.7 There occurs a "change in control." In the event of termination within six (6) months following a "change in control," the Executive shall be entitled to a supplemental payment, in addition to severance compensation and other benefits set forth in Section 6.3. Such supplemental payment shall be an amount equal to the Executive's Base Salary (determined at the time of the Executive's termination of employment) for thirty-six (36) months. Such supplemental payment shall be paid in a lump sum within ninety (90) days after the Executive's termination of employment. In addition, all Options shall become immediately exercisable notwithstanding any vesting schedule that would otherwise apply and the Executive shall also be entitled to the benefit set forth in Section 3.5. In no event, however, shall any amount be paid under Section 6.4.7 which would otherwise constitute an "excess parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The Executive shall be provided with all data utilized by the Company in the computation of benefits which potentially involve the application of Sections 280G and 4999 of the Internal Revenue Code. To the extent that payment of any of the benefits to the Executive is curtailed so as to avoid triggering the application of Section 4999 of the Internal Revenue Code, the Executive shall be given the opportunity to select which among the affected benefits shall be subject to such curtailment.

Involuntary Resignation. If the Executive resigns from all offices and directorships of the Company, the Parent, and all entity affiliates of the Parent for any of the reasons set forth in Sections 6.4.1 through 6.4.7, such resignation shall be deemed to be an "Involuntary Resignation," ", and the Executive shall be entitled to receive the same severance compensation and other benefits as are provided for in Section 6.3. The vesting schedules for the rights to purchase Option Shares and the Merger Shares set forth in the Option Agreement and the Stock Issuance Agreement, respectively, shall not be affected by any such termination of employment without Cause, except as set forth in Section 6.4.7, below. 6.4.1 The Company materially changes the Executive's duties and responsibilities as set forth in Section 1 without his her consent. The Executive shall be deemed to have consented to any written proposal calling for a material change in his her duties and responsibilities as set forth in Section 1 unless she shall give written notice of his her objection thereto to the Company within thirty (30) days after receipt of such written proposal. If the Executive shall have given such objection, the Company shall have the opportunity to withdraw such proposed material change by written notice to the Executive given within ten (10) days after the end of such fifteen (15) day period. 6.4.2 The Executive's place of employment or the principal executive offices of the Company are located more than twenty-five (25) road miles from 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx Xxxxxx, Maryland. 6.4.3 The Company, without the Executive's prior written consent, reduces the Executive's Base SalarySalary or, in each calendar year during the Term, does not pay the Executive bonus compensation in a total amount equal to at least fifteen percent (15%) of her Base Salary in effect for such year. 6.4.4 The Company imposes requirements on the Executive, or gives instructions or directions to the Executive, which are: (x) contrary to or in violation of (i) rules, principles, or codes of professional responsibility or (ii) law (as set forth in written statutes or regulations thereunder), which the Executive is obligated to follow; (y) such that compliance by the Executive with such requirements, instructions or directions would likely (i) have a material adverse effect on the Executive or (ii) cause the Executive to suffer substantial liability, and (z) not withdrawn by the Company after written request by the Executive, which written request sets forth the Executive's complete explanation as to why she believes the requirements, instructions or directions should be withdrawn. 6.4.5 There occurs a material breach by the Company of any of its obligations under this Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives written notice thereof to the Company, which notice sets forth in reasonable detail the nature and circumstances of such breach. 6.4.6 The Company, the Parent, or a an entity affiliate of the Parent violates a federal or state criminal law involving moral turpitude, and the Executive was unaware of such unlawful activity at the time of its occurrence. 6.4.7 There occurs a "change in control." In the event of termination within six (6) months following a "change in control," the Executive shall be entitled to a supplemental payment, in addition to severance compensation and other benefits set forth in Section 6.3. Such supplemental payment shall be an amount equal to the Executive's Base Salary (determined at the time of the Executive's termination of employment) for thirty-six (36) months. Such supplemental payment shall be paid in a lump sum within ninety (90) days after the Executive's termination of employment. In addition, all Options shall become immediately exercisable notwithstanding any vesting schedule that would otherwise apply and the Executive shall also be entitled to the benefit set forth in Section 3.5. In no event, however, shall any amount be paid under Section 6.4.7 which would otherwise constitute an "excess parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The Executive shall be provided with all data utilized by the Company in the computation of benefits which potentially involve the application of Sections 280G and 4999 of the Internal Revenue Code. To the extent that payment of any of the benefits to the Executive is curtailed so as to avoid triggering the application of Section 4999 of the Internal Revenue Code, the Executive shall be given the opportunity to select which among the affected benefits shall be subject to such curtailment.

Involuntary Resignation. If the Executive resigns from all offices and directorships of the Company, the Parent, and all entity affiliates of the Parent for any of the reasons set forth in Sections 6.4.1 through 6.4.7, such resignation shall be deemed to be an "Involuntary Resignation," and the Executive shall be entitled to receive the same severance compensation and other benefits as are provided for in Section 6.3. The vesting schedules for the rights to purchase Option Shares set forth in the Option Agreement shall not be affected by any such termination of employment without Cause, except as set forth in Section 6.4.7, below. 6.4.1 The Company materially changes the Executive's duties and responsibilities as set forth in Section 1 without his her consent. The Executive shall be deemed to have consented to any written proposal calling for a material change in his her duties and responsibilities as set forth in Section 1 unless she shall give written notice of his her objection thereto to the Company within thirty (30) days after receipt of such written proposal. If the Executive shall have given such objection, the Company shall have the opportunity to withdraw such proposed material change by written notice to the Executive given within ten (10) days after the end of such fifteen (15) day period. 6.4.2 The Executive's place of employment or the principal executive offices of the Company are located more than twenty-five (25) road miles from 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx Xxxxxx, Maryland. 6.4.3 The Company, without the Executive's prior written consent, reduces the Executive's Base Salary. 6.4.4 The Company imposes requirements on the Executive, or gives instructions or directions to the Executive, which are: (x) contrary to or in violation of (i) rules, principles, or codes of professional responsibility or (ii) law (as set forth in written statutes or regulations thereunder), which the Executive is obligated to follow; (y) such that compliance by the Executive with such requirements, instructions or directions would likely (i) have a material adverse effect on the Executive or (ii) cause the Executive to suffer substantial liability, and (z) not withdrawn by the Company after written request by the Executive, which written request sets forth the Executive's complete explanation as to why she believes the requirements, instructions or directions should be withdrawn. 6.4.5 There occurs a material breach by the Company of any of its obligations under this Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives written notice thereof to the Company, which notice sets forth in reasonable detail the nature and circumstances of such breach. 6.4.6 The Company, the Parent, or a entity affiliate of the Parent violates a federal or state criminal law involving moral turpitude, and the Executive was unaware of such unlawful activity at the time of its occurrence. 6.4.7 There occurs a "change in control." In the event of termination within six (6) months following a "change in control," the Executive shall be entitled to a supplemental payment, in addition to severance compensation and other benefits set forth in Section 6.3. Such supplemental payment shall be an amount equal to the Executive's Base Salary (determined at the time of the Executive's termination of employment) for thirty-six (36) months. Such supplemental payment shall be paid in a lump sum within ninety (90) days after the Executive's termination of employment. In addition, all Options shall become immediately exercisable notwithstanding any vesting schedule that would otherwise apply and the Executive shall also be entitled to the benefit set forth in Section 3.5. In no event, however, shall any amount be paid under Section 6.4.7 which would otherwise constitute an "excess parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The Executive shall be provided with all data utilized by the Company in the computation of benefits which potentially involve the application of Sections 280G and 4999 of the Internal Revenue Code. To the extent that payment of any of the benefits to the Executive is curtailed so as to avoid triggering the application of Section 4999 of the Internal Revenue Code, the Executive shall be given the opportunity to select which among the affected benefits shall be subject to such curtailment.

Involuntary Resignation. If the Executive resigns from all offices and directorships of the Company, the Parent, and all entity affiliates of the Parent for any of the reasons set forth in Sections 6.4.1 through 6.4.7, such resignation shall be deemed to be an "Involuntary Resignation," ", and the Executive shall be entitled to receive the same severance compensation and other benefits as are provided for in Section 6.3. The vesting schedules for the rights to purchase Option Shares and the Merger Shares set forth in the Option Agreement and the Stock Issuance Agreement, respectively, shall not be affected by any such termination of employment without Cause, except as set forth in Section 6.4.7, below. 6.4.1 The Company materially changes the Executive's duties and responsibilities as set forth in Section 1 without his her consent. The Executive shall be deemed to have consented to any written proposal calling for a material change in his her duties and responsibilities as set forth in Section 1 unless she shall give written notice of his her objection thereto to the Company within thirty (30) days after receipt of such written proposal. If the Executive shall have given such objection, the Company shall have the opportunity to withdraw such proposed material change by written notice to the Executive given within ten (10) days after the end of such fifteen (15) day period. 6.4.2 The Executive's place of employment or the principal executive offices of the Company are located more than twenty-five (25) road miles from 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx Xxxxxx, Maryland. 6.4.3 The Company, without the Executive's prior written consent, reduces the Executive's Base Salary. 6.4.4 The Company imposes requirements on the Executive, or gives instructions or directions to the Executive, which are: (x) contrary to or in violation of (i) rules, principles, or codes of professional responsibility or (ii) law (as set forth in written statutes or regulations thereunder), which the Executive is obligated to follow; (y) such that compliance by the Executive with such requirements, instructions or directions would likely (i) have a material adverse effect on the Executive or (ii) cause the Executive to suffer substantial liability, and (z) not withdrawn by the Company after written request by the Executive, which written request sets forth the Executive's complete explanation as to why she believes the requirements, instructions or directions should be withdrawn. 6.4.5 There occurs a material breach by the Company of any of its obligations under this Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives written notice thereof to the Company, which notice sets forth in reasonable detail the nature and circumstances of such breach. 6.4.6 The Company, the Parent, or a entity affiliate of the Parent violates a federal or state criminal law involving moral turpitude, and the Executive was unaware of such unlawful activity at the time of its occurrence. 6.4.7 There occurs a "change in control." In the event of termination within six (6) months following a "change in control," the Executive shall be entitled to a supplemental payment, in addition to severance compensation and other benefits set forth in Section 6.3. Such supplemental payment shall be an amount equal to the Executive's Base Salary (determined at the time of the Executive's termination of employment) for thirty-six (36) months. Such supplemental payment shall be paid in a lump sum within ninety (90) days after the Executive's termination of employment. In addition, all Options shall become immediately exercisable notwithstanding any vesting schedule that would otherwise apply and the Executive shall also be entitled to the benefit set forth in Section 3.5. In no event, however, shall any amount be paid under Section 6.4.7 which would otherwise constitute an "excess parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The Executive shall be provided with all data utilized by the Company in the computation of benefits which potentially involve the application of Sections 280G and 4999 of the Internal Revenue Code. To the extent that payment of any of the benefits to the Executive is curtailed so as to avoid triggering the application of Section 4999 of the Internal Revenue Code, the Executive shall be given the opportunity to select which among the affected benefits shall be subject to such curtailment.