Common use of Resignation of Executive Clause in Contracts

Resignation of Executive. Effective as of the Closing Date, Executive acknowledges and agrees that Executive shall not have “Good Reason” to terminate his employment following the Closing Date (i) pursuant to Section 4.1(b) of the Employment Agreement, because of a change in Executive’s status as an executive officer of the Company that occurs solely as a result of the consummation of the transactions contemplated by the Merger Agreement and/or the Company ceasing to be publicly owned as a result thereof, (ii) pursuant to Section 4.1(d) of the Employment Agreement solely as a result of the elimination of Executive’s eligibility to receive any new equity compensation under any of the Company’s equity based compensation plans, including without limitation, the Company’s Employee Stock Purchase Plan, or (iii) due to any delegation of some of the responsibilities and direct reporting relationships of the Chief Executive Officer such that Executive will report to a new or different executive officer.