Common use of Resignation by the Executive Clause in Contracts

Resignation by the Executive. i. The Executive may resign and terminate the Executive’s employment hereunder at any time and for any reason by delivering written notice to the Company in accordance with Section 14 of this Agreement (an “Executive Termination Notice”) at least three (3) months prior to the Executive’s last day of employment (such three-month period being referred to as the “Executive Notice Period”). Upon the delivery of an Executive Termination Notice, the Company may, in its sole discretion, waive the Executive Notice Period in whole or in part upon written notice to the Executive, in which event the last day of employment shall be specified in the notice delivered by the Company. Upon the delivery of an Executive Termination Notice, the Company shall be relieved of all its obligations to the Executive provided for by this Agreement other than the payment of Base Salary, the commissions payable under Section 4(e), and benefits under Section 5 hereof through the last day of the Executive’s employment, upon which all employment-related payments to the Executive hereunder shall immediately cease and terminate (except that the Executive shall be entitled to his accrued but unpaid Base Salary up to and including his last day of employment). ii. The Executive shall have the right to resign his employment for “Good Reason” if (i) there is a material adverse change or material diminution in the Executive’s duties, responsibilities, functions or title with the Company as a result of an explicit decision or action by the Board, or (ii) the Company commits a material breach of this Agreement. The Executive cannot terminate his employment for Good Reason unless he has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within fifteen (15) days of the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances (and has failed to cure such circumstances within such period). If the Company has not, within such thirty (30) day period, cured the circumstances providing ground for termination for Good Reason and Executive does not terminate his employment for Good Reason within ten (10) days after the expiration of the Company’s cure period in the preceding sentence, the Executive will be deemed to have waived his right to terminate for Good Reason with respect to such grounds. The Executive acknowledges that the Board of Directors has flexibility under Section 3(a) to assign the Executive a broad range of responsibilities and duties that are consistent with his duties as Co-President and Chief Revenue Officer and to make changes in the Executive’s responsibilities in a manner that is materially consistent with the duties described under Section 3(a), and such assignments and change will not constitute “Good Reason.”

Resignation by the Executive. i. The Executive may resign and terminate the Executive’s employment hereunder at any time and for any reason by delivering written notice to the Company in accordance with Section 14 of this Agreement (an “Executive Termination Notice”) at least three (3) months prior to the Executive’s last day of employment (such three-month period being referred to as the “Executive Notice Period”). Upon the delivery of an Executive Termination Notice, the Company may, in its sole discretion, waive the Executive Notice Period in whole or in part upon written notice to the Executive, in which event the last day of employment shall be specified in the notice delivered by the Company. Upon the delivery of an Executive Termination Notice, the Company shall be relieved of all its obligations to the Executive provided for by this Agreement other than the payment of Base Salary, the commissions payable under Section 4(e), Salary and benefits under Section 5 hereof through the last day of the Executive’s employment, upon which all employment-related payments to the Executive hereunder shall immediately cease and terminate (except that the Executive shall be entitled to his accrued but unpaid Base Salary up to and including his last day of employment). ii. The Executive shall have the right to resign his employment for “Good Reason” if (i) there is a material adverse change or material diminution in the Executive’s duties, responsibilities, functions or title with the Company as a result of an explicit decision or action by the Board, Board or (ii) the Company commits a material breach of this Agreement. The Executive cannot terminate his employment for Good Reason unless he has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within fifteen (15) days of the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances (and has failed to cure such circumstances within such period). If the Company has not, within such thirty (30) day period, cured the circumstances providing ground for termination for Good Reason and Executive does not terminate his employment for Good Reason within ten (10) days after the expiration of the Company’s cure period in the preceding sentence, the Executive will be deemed to have waived his right to terminate for Good Reason with respect to such grounds. The Executive acknowledges that the Board of Directors has flexibility under Section 3(a) to assign the Executive a broad range of responsibilities and duties that are consistent with his duties as Co-President and Chief Revenue Officer and to make changes in the Executive’s responsibilities in a manner that is materially consistent with the duties described under Section 3(a), and such assignments and change will not constitute “Good Reason.”

Resignation by the Executive. i. The Executive may resign and terminate the Executive’s 's employment hereunder at any time and for any reason by delivering written notice to the Company in accordance with Section 14 of this Agreement (an “Executive Termination Notice”) at least three (3) months prior to the Executive’s 's last day of employment (such three-month period being referred to as the “Executive Notice Period”). Upon the delivery of an Executive Termination Notice, the Company may, in its sole discretion, waive the Executive Notice Period in whole or in part upon written notice to the Executive, in which event the last day of employment shall be specified in the notice delivered by the Company. Upon the delivery of an Executive Termination Notice, the Company shall be relieved of all its obligations to the Executive provided for by this Agreement other than the payment of Base Salary, the commissions payable under Section 4(e), Salary and benefits under Section 5 hereof through the last day of the Executive’s 's employment, upon which all employment-related payments to the Executive hereunder shall immediately cease and terminate (except that the Executive shall be entitled to his accrued but unpaid Base Salary up to and including his last day of employment). ii. The Executive shall have the right to resign his employment for “Good Reason” if any of the following occur without the Executive's written consent: (i) the Company requires the Executive to relocate his primary residence to Tampa Bay, Florida from his current residence in New Jersey, (ii) there is a material adverse change or material diminution in the Executive’s 's functions, duties, responsibilities, functions functions, or title status with the Company as resulting in the Executive no longer reporting directly to the Chief Executive Officer of the Company (or, following a result Change of an explicit decision or action by Control, to the BoardChief Executive Officer of the controlling entity of the Company), or (iiiii) the Company commits a material breach of this Agreement. The Executive cannot terminate his employment for Good Reason unless he has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within fifteen (15) days of the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances (and has failed to cure such circumstances within such period). If the Company has not, within such thirty (30) day period, cured the circumstances providing ground for termination for Good Reason and Executive does not terminate his employment for Good Reason within ten (10) days after the expiration of the Company’s 's cure period in the preceding sentence, the Executive will be deemed to have waived his right to terminate for Good Reason with respect to such grounds. The Executive acknowledges that the Board of Directors has flexibility under Section 3(a) to assign the Executive a broad range of responsibilities and duties that are consistent with his duties as Co-Co President and Chief Revenue Financial Officer and to make changes in the Executive’s 's responsibilities in a manner that is materially consistent with the duties described under Section 3(a), and such assignments and change will not constitute “Good Reason.”