Common use of Resignation of All Other Positions Clause in Contracts

Resignation of All Other Positions. Upon termination of the Executive’s employment hereunder for any reason, the Executive agrees to resign, effective on the Termination Date from all positions that the Executive holds as an officer or member of the Board (or a committee thereof) of the Company or any of its affiliates. Section 280G. If any of the payments or benefits received or to be received by the Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code and would, but for this Section 2.9, be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then such 280G Payments shall be reduced in a manner determined by the Company (by the minimum possible amounts) that is consistent with the requirements of Section 409A until no amount payable to the Executive will be subject to the Excise Tax. If two economically equivalent amounts are subject to reduction but are payable at different times, the amounts shall be reduced (but not below zero) on a pro rata basis. All calculations and determinations under this Section 2.9 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this Section 2.9, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 2.9. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services. Governing Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of California without regard to conflicts of law principles. Subject to Section 5 below, any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of California, in the counties of Santa Cxxxx or San Francisco. The parties hereby irrevocably submit to the non-exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. Arbitration. Any dispute, controversy, or claim arising out of or related to the Executive’s employment with the Company or termination of employment, this Agreement, or any alleged breach of this Agreement (in each case other than any claims the parties may not, as a matter of law, agree to arbitrate) shall be submitted to and decided by binding arbitration in the state of California, in the county of Santa Cxxxx, under the arbitration rules set forth in California Code of Civil Procedure Sections 1280 through 1294.2, including Section 1281.8 (the “Act”), and pursuant to California law. Arbitration shall be administered before Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to the JAMS Employment Arbitration Rules & Procedures (the “JAMS Rules”). A copy of the JAMS Rules is available online at hxxxx://xxx.xxxxxxx.xxx/xxxxx-employment-arbitration/english. If the JAMS Rules are inconsistent with the terms of this Agreement, the terms of this Agreement shall govern. The Company will pay the arbitrator's fees and arbitration expenses and any other costs unique to the arbitration hearing. Discovery in any arbitration proceeding shall be conducted according to the JAMS Rules. Any arbitral award determination shall be final and binding on the parties and may be entered as a judgment in a court of competent jurisdiction. This agreement to arbitrate is freely negotiated between the Executive and the Company and is mutually entered into between the parties. By entering into this Agreement, the parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial. Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and by General Counsel of the Company. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

Resignation of All Other Positions. Upon termination of To the Executive’s employment hereunder for any reasonextent applicable, the Executive agrees shall be deemed to resign, effective on the Termination Date have resigned from all officer and board member positions that the Executive holds as an officer or member of the Board (or a committee thereof) of with the Company or any of its affiliates. Section 280G. If any respective subsidiaries and affiliates upon the termination of the payments Executive's employment for any reason. The Executive shall execute any documents in reasonable form as may be requested to confirm or benefits received effectuate any such resignations. 5. Severance Pay and Benefits Upon Termination by the Company without Cause or to be received by the Executive (including, without limitation, any payment or benefits received in connection with a for Good Reason Outside the Change in Control or Period. If the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code and would, but for this Section 2.9, be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then such 280G Payments shall be reduced in a manner determined 's employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates employment for Good Reason as provided in Section 3(e), in each case outside of the Change in Control Period (as defined below), then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in the form attached hereto as Exhibit A (the "Separation Agreement"), and (ii) the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement), which shall include a seven-day revocation period: (a) the Company shall pay the Executive a lump sum payment in cash in an amount equal to two times the sum of (A) the Executive's then-current Base Salary (or, in the case of a termination by the minimum possible amountsExecutive for the Good Reason Condition specified in Section 3(eXii), the Base Salary in effect immediately prior to the occurrence of such Good Reason Condition), plus (B) the Executive's Target Bonus for the then-current year, plus (C) an amount equal to the value of the Executive's Target Annual Equity Award for the then-current year (the "Severance Amount"); (b) notwithstanding anything to the contrary in any applicable equity award, option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Executive's Date of Termination or (ii) the effective date of the Separation Agreement; provided that is consistent in order to effectuate the accelerated vesting contemplated by this subsection, the forfeiture of the unvested portion of such awards that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement (at which time acceleration will occur), or (B) the date that the Separation Agreement can no longer become fully effective (at which time the unvested portion of such awards will be forfeited). Notwithstanding the foregoing, no additional vesting of any such awards shall occur during the period between the Date of Termination and the effective date of the acceleration. The Executive shall also be entitled to any other rights and 6 6 (c) Accrued Obli g ations . If the Executive's employment with the requirements of Section 409A until no amount payable Company is terminated for any reason, the Company shall pay or provide to the Executive will be subject (or to the Excise Tax. If two economically equivalent amounts are Executive's authorized representative or estate) (i) any Base Salary earned through the Date of Termination and, if applicable, any accrued but unused vacation through the Date of Termination; (ii) unpaid expense reimbursements (subject to reduction but are payable at different timesto, and in accordance with, Section 2(c) of this Agreement); and (iii) any vested benefits the amounts Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be reduced (but not below zero) on a pro rata basis. All calculations and determinations under this Section 2.9 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this Section 2.9, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 2.9. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services. Governing Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed paid and/or provided in accordance with the laws of California without regard to conflicts of law principles. Subject to Section 5 below, any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of California, in the counties of Santa Cxxxx or San Francisco. The parties hereby irrevocably submit to the non-exclusive jurisdiction terms of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. Arbitration. Any dispute, controversy, or claim arising out of or related to the Executive’s employment with the Company or termination of employment, this Agreement, or any alleged breach of this Agreement employee benefit plans (in each case other than any claims the parties may not, as a matter of law, agree to arbitrate) shall be submitted to and decided by binding arbitration in the state of California, in the county of Santa Cxxxx, under the arbitration rules set forth in California Code of Civil Procedure Sections 1280 through 1294.2, including Section 1281.8 (the “Act”), and pursuant to California law. Arbitration shall be administered before Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to the JAMS Employment Arbitration Rules & Procedures (the “JAMS Rules”). A copy of the JAMS Rules is available online at hxxxx://xxx.xxxxxxx.xxx/xxxxx-employment-arbitration/english. If the JAMS Rules are inconsistent with the terms of this Agreementcollectively, the terms of this Agreement shall govern. The Company will pay the arbitrator's fees and arbitration expenses and any other costs unique to the arbitration hearing. Discovery in any arbitration proceeding shall be conducted according to the JAMS Rules. Any arbitral award determination shall be final and binding on the parties and may be entered as a judgment in a court of competent jurisdiction. This agreement to arbitrate is freely negotiated between the Executive and the Company and is mutually entered into between the parties. By entering into this Agreement, the parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial. Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and by General Counsel of the Company. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege"Accrued Obli g ations") .

Resignation of All Other Positions. Upon termination of To the Executive’s employment hereunder for any reasonextent applicable, the Executive agrees shall be deemed to resign, effective on the Termination Date have resigned from all officer and board member positions that the Executive holds as an officer or member of the Board (or a committee thereof) of with the Company or any of its affiliates. Section 280G. If any respective subsidiaries and affiliates upon the termination of the payments Executive's employment for any reason. The Executive shall execute any documents in reasonable form as may be requested to confirm or benefits received effectuate any such resignations. 5. Severance Pay and Benefits Upon Termination by the Company without Cause or to be received by the Executive (including, without limitation, any payment or benefits received in connection with a for Good Reason Outside the Change in Control or Period. If the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code and would, but for this Section 2.9, be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then such 280G Payments shall be reduced in a manner determined 's employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates employment for Good Reason as provided in Section 3(e), in each case outside of the Change in Control Period (as defined below), then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in the form attached hereto as Exhibit A (the "Separation Agreement"), and (ii) the Separation Agreement becoming irrevocable, all within 60 days alter the Date of Termination (or such shorter period as set forth in the Separation Agreement), which shall include a seven-day revocation period: (a) the Company shall pay the Executive a lump sum payment in cash in an amount equal to two times the sum of (A) the Executive's then-current Base Salary (or, in the case of a termination by the minimum possible amountsExecutive for the Good Reason Condition specified in Section 3(eXii), the Base Salary in effect immediately prior to the occurrence of such Good Reason Condition), plus (B) the Executive's Target Bonus for the then-current year, plus (C) an amount equal to the value of the Executive's Target Annual Equity Award for the then-current year (the "Severance Amount"); (b) notwithstanding anything to the contrary in any applicable equity award, option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Executive's Date of Termination or (ii) the effective date of the Separation Agreement; provided that is consistent in order to effectuate the accelerated vesting contemplated by this subsection, the forfeiture of the unvested portion of such awards that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement (at which time acceleration will occur), or (B) the date that the Separation Agreement can no longer become fully effective (at which time the unvested portion of such awards will be forfeited). Notwithstanding the foregoing, no additional vesting of any such awards shall occur during the period between the Date of Termination and the effective date of the acceleration. The Executive shall also be entitled to any other rights and 6 6 (c) Accrued Obli g ations . If the Executive's employment with the requirements of Section 409A until no amount payable Company is terminated for any reason, the Company shall pay or provide to the Executive will be subject (or to the Excise Tax. If two economically equivalent amounts are Executive's authorized representative or estate) (i) any Base Salary earned through the Date of Termination and, if applicable, any accrued but unused vacation through the Date of Termination; (ii) unpaid expense reimbursements (subject to reduction but are payable at different timesto, and in accordance with, Section 2(c) of this Agreement); and (iii) any vested benefits the amounts Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be reduced (but not below zero) on a pro rata basis. All calculations and determinations under this Section 2.9 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this Section 2.9, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 2.9. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services. Governing Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed paid and/or provided in accordance with the laws of California without regard to conflicts of law principles. Subject to Section 5 below, any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of California, in the counties of Santa Cxxxx or San Francisco. The parties hereby irrevocably submit to the non-exclusive jurisdiction terms of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. Arbitration. Any dispute, controversy, or claim arising out of or related to the Executive’s employment with the Company or termination of employment, this Agreement, or any alleged breach of this Agreement employee benefit plans (in each case other than any claims the parties may not, as a matter of law, agree to arbitrate) shall be submitted to and decided by binding arbitration in the state of California, in the county of Santa Cxxxx, under the arbitration rules set forth in California Code of Civil Procedure Sections 1280 through 1294.2, including Section 1281.8 (the “Act”), and pursuant to California law. Arbitration shall be administered before Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to the JAMS Employment Arbitration Rules & Procedures (the “JAMS Rules”). A copy of the JAMS Rules is available online at hxxxx://xxx.xxxxxxx.xxx/xxxxx-employment-arbitration/english. If the JAMS Rules are inconsistent with the terms of this Agreementcollectively, the terms of this Agreement shall govern. The Company will pay the arbitrator's fees and arbitration expenses and any other costs unique to the arbitration hearing. Discovery in any arbitration proceeding shall be conducted according to the JAMS Rules. Any arbitral award determination shall be final and binding on the parties and may be entered as a judgment in a court of competent jurisdiction. This agreement to arbitrate is freely negotiated between the Executive and the Company and is mutually entered into between the parties. By entering into this Agreement, the parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial. Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and by General Counsel of the Company. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege"Accrued Obli g ations") .

Resignation of All Other Positions. Upon termination of the Executive’s employment hereunder for any reason, the Executive agrees to resign, effective on the Termination Date from all positions that the Executive holds as an officer or member of the Board (or a committee thereof) of the Company or any of its affiliates. Section 280G. If any of the payments or benefits received or to be received by the Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code and would, but for this Section 2.9, be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then such 280G Payments shall be reduced in a manner determined by the Company (by the minimum possible amounts) that is consistent with the requirements of Section 409A until no amount payable to the Executive will be subject to the Excise Tax. If two economically equivalent amounts are subject to reduction but are payable at different times, the amounts shall be reduced (but not below zero) on a pro rata basis. All calculations and determinations under this Section 2.9 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this Section 2.9, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 2.9. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services. Governing Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of California without regard to conflicts of law principles. Subject to Section 5 4 below, any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of California, in the counties of Santa Cxxxx or San Francisco. The parties hereby irrevocably submit to the non-exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. Arbitration. Any dispute, controversy, or claim arising out of or related to the Executive’s employment with the Company or termination of employment, this Agreement, or any alleged breach of this Agreement (in each case other than any claims the parties may not, as a matter of law, agree to arbitrate) shall be submitted to and decided by binding arbitration in the state of California, in the county of Santa Cxxxx, under the arbitration rules set forth in California Code of Civil Procedure Sections 1280 through 1294.2, including Section 1281.8 (the “Act”), and pursuant to California law. Arbitration shall be administered before Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to the JAMS Employment Arbitration Rules & Procedures (the “JAMS Rules”). A copy of the JAMS Rules is available online at hxxxx://xxx.xxxxxxx.xxx/xxxxx-employment-arbitration/english. If the JAMS Rules are inconsistent with the terms of this Agreement, the terms of this Agreement shall govern. The Company will pay the arbitrator's fees and arbitration expenses and any other costs unique to the arbitration hearing. Discovery in any arbitration proceeding shall be conducted according to the JAMS Rules. Any arbitral award determination shall be final and binding on the parties and may be entered as a judgment in a court of competent jurisdiction. This agreement to arbitrate is freely negotiated between the Executive and the Company and is mutually entered into between the parties. By entering into this Agreement, the parties are waiving all rights to have their disputes heard or decided by a jury or in a court trial. Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and by the General Counsel of the Company. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.