Resignation from the Company for Good Reason. Executive may resign Executive’s employment with the Company for Good Reason, as defined below.
Resignation from the Company for Good Reason. Employee may resign Employee’s employment with the Company for Good Reason, as defined below.
Resignation from the Company for Good Reason. Executive may terminate his employment and this Agreement for Good Reason by written notice to the Company setting forth the details regarding the events which Executive asserts constitute “Good Reason” (a “Notice of Good Reason”). “Good Reason” shall mean any of the following events: (i) a reduction in Executive’s Salary or a material reduction in Bonus Target opportunity (as a percentage of Salary), other than a reduction of less than ten percent (10%) of total cash compensation opportunity made as part of an across-the-board reduction of cash compensation of all similarly situated senior executives; (ii) a material and sustained diminution in Executive’s authority and duties in the aggregate to a level that is inappropriate for Executive’s title or position; (iii) a relocation of Executive’s principal place of employment by more than fifty (50) miles; (iv) any breach by the Company of a material obligation under this Agreement; or (v) any failure of a third party purchaser of all or substantially all of the assets of the Company to expressly assume the Company’s obligations under this Agreement; provided that any event described in clauses (i) through (v) shall not constitute “Good Reason” unless the Company fails to cure or cause to be cured such event within thirty (30) days after receipt from Executive of Notice of Good Reason; and provided, further, that “Good Reason” shall cease to exist for an event on the 60th day following the later of its occurrence or Executive’s actual knowledge thereof, unless Executive has delivered a Notice of Good Reason prior to such date.
Resignation from the Company for Good Reason. In addition to the amounts payable under Section 4(f)(i), in the event that the Executive resigns Executive’s employment with the Company for Good Reason pursuant to Section 4(e), subject to (x) Executive’s executing, and not subsequently revoking, a Release in accordance with Section 16(d), and (y) Executive’s continued compliance with the Restrictive Covenant Agreement, Executive shall be entitled to (i) the Severance Benefits and (ii) (A) if the Date of Termination occurs during the CiC Protection Period, (I) accelerated vesting of all service-based criteria for outstanding equity awards held by Executive (including the Options and the service-based vesting component of the RSUs) and (II) any equity awards held by Executive that vest based on performance-based criteria (including the RSUs) shall remain outstanding and eligible to vest for two years following the Date of Termination upon attainment of the applicable performance criteria contained therein (subject in all events to earlier termination upon the occurrence of a corporate transaction or event in accordance with the terms of the document governing such awards) or (B) if the Date of Termination occurs outside of the CiC Protection Period, (I) accelerated vesting of all service-based criteria for outstanding equity awards held by Executive (including the Options and the service-based vesting component of the RSUs) and which are scheduled to vest within one year following the Date of Termination and (II) any equity awards held by Executive that vest based on performance-based criteria (including the RSUs) shall remain eligible to vest for one year following the Date of Termination upon attainment of the applicable performance criteria contained therein. Any equity awards not otherwise vested (x) at the end of the two-year period following Executive’s termination of employment pursuant to this Section 4(f)(iv) that occurs during the CiC Protection Period or (y) at the end of the one-year period following Executive’s termination of employment pursuant to this Section 4(f)(iv) that occurs outside of the CiC Protection Period shall be forfeited for no consideration.”
4. This Amendment shall be and is hereby incorporated in and forms a part of the Original Agreement and the RSU Agreement in applicable part. This Amendment constitutes the entire agreement of the parties and supersedes in their entirety all prior undertakings and agreements of the Company and Executive with respect to the subject matter...
Resignation from the Company for Good Reason. In addition to the amounts payable under Section 4(f)(i), in the event that the Executive resigns Executive’s employment with the Company for Good Reason pursuant to Section 4(e), subject to (x) Executive’s executing, and not subsequently revoking, a Release in accordance with Section 16(d), and (y) Executive’s continued compliance with the Restrictive Covenant Agreement, Executive shall be entitled to (i) the Severance Benefits and (ii) accelerated vesting of any equity awards held by Executive that vest solely based on service-based criteria (including the Options) and which are scheduled to vest within one year of the Date of Termination. In addition, subject to Executive’s executing, and not subsequently revoking, a Release in accordance with Section 16(d), any equity awards held by Executive that vest based on performance-based criteria (including the RSUs) shall remain eligible to vest for one year following the Date of Termination, subject to the applicable performance criteria contained therein. Any equity awards not otherwise vested at the end of the one year period following Executive’s resignation of employment with the Company for Good Reason shall be forfeited for no consideration.
