Resignation With and Without Good Reason. Employee may terminate his employment with the Company by resignation. A resignation is with "Good Reason" if it is on account of: (i) without Employee's express written consent, a significant reduction of Employee's duties, position or responsibilities relative to Employee's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; (ii) without Employee's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's base salary or target bonus as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which Employee is entitled immediately prior to such reduction with the result that Employee's overall benefits package is significantly reduced; (v) without Employee's express written consent, the relocation of Employee to a facility or location that is more than thirty-five (35) miles from the Company's principal offices (by way of clarification, Good Reason shall not exist because of Employee's relocation from the San Jose, CA area to the San Diego, CA area); (vi) any purported termination of Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this Agreement by any successors of the Company. Employee must give the Company 30 days notice of a termination for Good Reason. The written notice must specify the circumstances constituting Good Reason in the opinion of the Employee. Good Reason shall not exist if the Company reasonably cures the defect within the 30 day notice period.
