Common use of Termination at Executive’s Election; Good Reason Termination Clause in Contracts

Termination at Executive’s Election; Good Reason Termination. Notwithstanding anything contained elsewhere in this Agreement to the contrary, the Executive may terminate his employment hereunder at any time and for any reason, upon thirty (30) days’ prior written notice given pursuant to (“Voluntary Resignation”), provided that upon notice of resignation, the Company may terminate Executive’s employment immediately and pay Executive thirty (30) days’ Base Salary in lieu of notice. Furthermore, the Executive may terminate this Agreement for “Good Reason,” which shall be deemed to exist: (i) if the Board, or the board of directors or managers of any successor entity of the Company, removes the Executive as the Chief Technology Officer of the ultimate parent entity of the Company or successor entity; (ii) if there is a ten percent (10%) or greater reduction of Executive’s Base Salary below the amount specified in Section 2(a), other than a general reduction in Base Salary that affects all similarly situated employees of Company in substantially the same proportions; or (iv) a material breach by the Company of this Agreement. Good Reason shall not exist hereunder unless the Executive provides 30 days’ notice in writing to the Company of the existence of a condition described above within a period not to exceed ninety (90) days of Executive learning of the facts that give rise to the claim of Executive’s intent to terminate for Good Reason, and with respect to subsection (v) of this section, to the extent such material breach may be cured, the Company does not remedy the condition within thirty (30) days of receipt of such notice.

Termination at Executive’s Election; Good Reason Termination. Notwithstanding anything contained elsewhere in this Agreement to the contrary, the Executive may terminate his employment hereunder at any time and for any reason, upon thirty (30) days’ prior written notice given pursuant to (“Voluntary Resignation”), provided that upon notice of resignation, the Company may terminate Executive’s employment immediately and pay Executive thirty (30) days’ Base Salary in lieu of notice. Furthermore, the Executive may terminate this Agreement for “Good Reason,” which shall be deemed to exist: (i) if the Board, or the board of directors or managers of any successor entity of the Company, removes the Executive as the Chief Technology Operating Officer of the ultimate parent entity of the Company or successor entity; (ii) if there is a ten percent (10%) or greater reduction of Executive’s Base Salary below the amount specified in Section 2(a), other than a general reduction in Base Salary that affects all similarly situated employees of Company in substantially the same proportions; or (iv) a material breach by the Company of this Agreement. Good Reason shall not exist hereunder unless the Executive provides 30 days’ notice in writing to the Company of the existence of a condition described above within a period not to exceed ninety (90) days of Executive learning of the facts that give rise to the claim of Executive’s intent to terminate for Good Reason, and with respect to subsection (v) of this section, to the extent such material breach may be cured, the Company does not remedy the condition within thirty (30) days of receipt of such notice.