Common use of Termination by the Executive With Good Reason Clause in Contracts

Termination by the Executive With Good Reason. The Executive may terminate employment hereunder with Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”): (i) a material reduction in cash compensation (other than a reduction in the amount of variable compensation actually earned due to the failure to meet performance targets); or (ii) solely to the extent such termination occurs during the Change in Control Period, (A) a material diminution in the Executive’s responsibilities, authority or duties; (B) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the service provider is required to report; (C) a material change in the geographic location at which the Executive provides services to the Company, such that there is an increase of at least thirty (30) miles of driving distance to such location from the Executive’s principal residence as of such change; or (D) a material breach of this Agreement. The “Good Reason Process” consists of the following steps: (a) the Executive reasonably determines in good faith that a Good Reason Condition has occurred; (b) the Executive notifies the Company in writing of the first occurrence of the Good Reason Condition within 60 days of the first occurrence of such condition; (d) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition; (e) notwithstanding such efforts, the Good Reason Condition continues to exist; and the Executive terminates employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive With Good Reason. The Executive may terminate employment hereunder with Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”): (i) a material reduction in cash compensation (other than a reduction in the amount of variable compensation actually earned due to the failure to meet performance targets); or (ii) solely to the extent such termination occurs during the Change in Control Period, (A) a material diminution in the Executive’s responsibilities, authority or duties; (B) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the service provider is required to report; (C) a material change in the geographic location at which the Executive provides services to the Company, such that there is an increase of at least thirty (30) miles of driving distance to such location from the Executive’s principal residence as of such change; or (D) a material breach of this Agreement. The “Good Reason Process” consists of the following steps: (a) the Executive reasonably determines in good faith that a Good Reason Condition has occurred; (b) the Executive notifies the Company in writing of the first occurrence of the Good Reason Condition within 60 days of the first occurrence of such condition; (d) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition; (e) notwithstanding such efforts, the Good Reason Condition continues to exist; and the Executive terminates employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. 4. Notice and Date of Termination.

Termination by the Executive With Good Reason. The termination of the Executive’s employment with the Company by the Executive may terminate employment hereunder with Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following shall exist if the occurrence of any of the following events Company, without the Executive’s consent consent: (eacha) substantially reduces the overall importance of the Executive’s then current role, a “Good Reason Condition”): as determined by balancing any increase or decrease in the scope of the Executive’s management responsibilities against any increase or decrease in the relative sizes of the businesses, activities or functions (or portions thereof) for which the Executive has responsibility; provided, however, that none of (i) a material reduction in cash compensation (other than a reduction in the amount of variable compensation actually earned due to the failure to meet performance targets); or (ii) solely to the extent such termination occurs during the Change in Control Period, (A) a material diminution change in the Executive’s responsibilitiestitle, authority or duties; (Bii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the service provider is required to report; (C) a material change in the geographic location at hierarchy, (iii) a change in the Executive’s responsibilities from line to staff or vice versa, and (iv) placing the Executive on temporary leave pending an inquiry into whether the Executive has engaged in conduct that could constitute “Cause” under this Agreement, either individually or in the aggregate, shall be considered Good Reason; (b) reduces the Executive’s Annual Base Salary, unless a similar reduction is made for other senior executives of the Company in response to market conditions, (c) substantially reduces the aggregate benefits (on a cost basis) to which the Executive provides services to is entitled on the Effective Date, unless a similar reduction is made for other senior executive employees of the Company, such that there (d) commits a breach of this Agreement which is an increase of at least not remedied by the Company within thirty (30) days of receiving written notice from the Executive of such breach, (e) requires the Executive to relocate more than twenty-five (25) miles of driving distance to such location from the Executive’s principal residence place of employment as of such change; the Effective Date, (f) following a Change in Control, requires the Executive to travel on Company business, without his consent, at least 50% more, on average, than during the 12 months immediately preceding the Change in Control, or (Dg) a material breach any successor or assignee of the Company fails to assume and perform the Company’s obligations under this Agreement. The “Executive will be entitled to receive Severance Payments under Section 5(b)(i) of this Agreement on account of his voluntary termination under this Section 4(b)(ii) only if such voluntary termination with Good Reason Process” consists of occurs within six months after an event described in this Section 4(b)(ii), or within six months after the following steps: (a) the Executive reasonably determines last in good faith that a Good Reason Condition has occurred; (b) the Executive notifies the Company in writing of the first occurrence of the Good Reason Condition within 60 days of the first occurrence series of such condition; (d) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition; (e) notwithstanding such efforts, the Good Reason Condition continues to exist; and the Executive terminates employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredevents.

Termination by the Executive With Good Reason. The termination of the Executive’s employment with the Company by the Executive may terminate employment hereunder with Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following shall exist if the occurrence of any of the following events Company, without the Executive’s consent consent: (eacha) substantially reduces the overall importance of the Executive’s then current role, a “Good Reason Condition”): as determined by balancing any increase or decrease in the scope of the Executive’s management responsibilities against any increase or decrease in the relative sizes of the businesses, activities or functions (or portions thereof) for which the Executive has responsibility; provided, however, that none of (i) a material reduction in cash compensation (other than a reduction in the amount of variable compensation actually earned due to the failure to meet performance targets); or (ii) solely to the extent such termination occurs during the Change in Control Period, (A) a material diminution change in the Executive’s responsibilitiestitle, authority or duties; (Bii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the service provider is required to report; (C) a material change in the geographic location at hierarchy, (iii) a change in the Executive’s responsibilities from line to staff or vice versa, and (iv) placing the Executive on temporary leave pending an inquiry into whether the Executive has engaged in conduct that could constitute “Cause” under this Agreement, either individually or in the aggregate, shall be considered Good Reason; (b) reduces the Executive’s Annual Base Salary, unless a similar reduction is made for other senior executives of the Company in response to market conditions, (c) substantially reduces the aggregate benefits (on a cost basis) to which the Executive provides services to is entitled on the Effective Date, unless a similar reduction is made for other executive employees of the Company, such that there (d) commits a breach of this Agreement which is an increase of at least not remedied by the Company within thirty (30) days of receiving written notice from the Executive of such breach, (e) requires the Executive to relocate more than twenty-five (25) miles of driving distance to such location from the Executive’s principal residence place of employment as of such change; the Effective Date, (f) following a Change in Control, requires the Executive to travel on Company business, without his consent, at least 50% more, on average, than during the 12 months immediately preceding the Change in Control, or (Dg) a material breach any successor or assignee of the Company fails to assume and perform the Company’s obligations under this Agreement. The “Executive will be entitled to receive Severance Payments under Section 4(b)(i) of this Agreement on account of his voluntary termination under this Section 3(b)(ii) only if such voluntary termination with Good Reason Process” consists of occurs within six months after an event described in this Section 3(b)(ii), or within six months after the following steps: (a) the Executive reasonably determines last in good faith that a Good Reason Condition has occurred; (b) the Executive notifies the Company in writing of the first occurrence of the Good Reason Condition within 60 days of the first occurrence series of such condition; (d) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition; (e) notwithstanding such efforts, the Good Reason Condition continues to exist; and the Executive terminates employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredevents.

Termination by the Executive With Good Reason. The Executive may terminate employment hereunder with Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”): (i) a material reduction in cash compensation (other than a reduction in the amount of variable compensation actually earned due to the failure to meet performance targets); or (ii) solely to the extent such termination occurs during the Change in Control Period, (A) a material diminution in the Executive’s responsibilities, authority or duties; (B) a material diminution in the authority, duties, or responsibilities of Executive shall no longer report directly to the supervisor to whom the service provider is required to reportBoard; (C) a material change in the geographic location at which the Executive provides services to the Company, such that there is an increase of at least thirty (30) miles of driving distance to such location from the Executive’s principal residence as of such change; or (D) a material breach of this Agreement. The “Good Reason Process” consists of the following steps: (a) the Executive reasonably determines in good faith that a Good Reason Condition has occurred; (b) the Executive notifies the Company in writing of the first occurrence of the Good Reason Condition within 60 days of the first occurrence of such condition; (d) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition; (e) notwithstanding such efforts, the Good Reason Condition continues to exist; and the Executive terminates employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. 4. Notice and Date of Termination.

Termination by the Executive With Good Reason. The Executive may terminate employment hereunder resign with Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of occurrence, without the Good Reason Process (hereinafter defined) following the occurrence Executive’s prior written consent, of any of the following events without the Executive’s consent (each, a “Good Reason Condition”): or circumstances set forth in clauses (i) through (v) below; provided, however, that a material reduction in cash compensation (other than a reduction in the amount of variable compensation actually earned due to the failure to meet performance targets); or (ii) solely to the extent such termination occurs during the Change in Control Period, (A) a material diminution in the Executive’s responsibilities, authority or duties; (B) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the service provider is required to report; (C) a material change in the geographic location at which with Good Reason by the Executive provides services to the Company, such that there is an increase of at least thirty can only occur if (30) miles of driving distance to such location from the Executive’s principal residence as of such change; or (D) a material breach of this Agreement. The “Good Reason Process” consists of the following steps: (ax) the Executive reasonably determines in good faith that has given the Company a written notice indicating the existence of a condition giving rise to Good Reason, and the Company has not cured the condition giving rise to Good Reason Condition has occurred; (b) the Executive notifies the Company in writing of the first occurrence of the Good Reason Condition within 60 days of the first occurrence of such condition; (d) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following after receipt of such notice (the “Cure Period”), to remedy the Good Reason Condition; and (ey) notwithstanding such efforts, the Good Reason Condition continues to exist; and the Executive terminates employment notice is given within 60 days after the end Executive’s actual knowledge of the Cure Periodinitial occurrence of the condition giving rise to Good Reason and termination with Good Reason occurs within 180 days after the Executive’s actual knowledge of the initial occurrence of the condition giving rise to Good Reason. The conditions giving rise to Good Reason are as follows: (i) a diminution in the Executive’s rate of Base Salary (including any increases to the initial Base Salary specified in this Agreement) or Target Bonus opportunity described in Section 4(b) (including any increases to the initial Target Bonus opportunity specified in this Agreement); (ii) a material diminution in the Executive’s authority, title or responsibilities (including reporting) (including removal from the Board, other than following a vote of the Company’s public shareholders); (iii) a material breach by the Company of this Agreement or any equity award agreement; (iv) the failure of a successor to the Company to expressly agree to assume this Agreement; or (v) the requirement of Executive to relocate to a location that is not located within 50 miles of the Company’s offices in San Francisco, CA. If the Company cures the condition giving rise to Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Termination by the Executive With Good Reason. The termination of the Executive’s employment with the Company by the Executive may terminate employment hereunder with Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following shall exist if the occurrence of any of the following events Company, without the Executive’s consent consent: (eacha) substantially reduces the overall importance of the Executive’s then current role, a “Good Reason Condition”): as determined by balancing any increase or decrease in the scope of the Executive’s management responsibilities against any increase or decrease in the relative sizes of the businesses, activities or functions (or portions thereof) for which the Executive has responsibility; provided, however, that none of (i) a material reduction in cash compensation (other than a reduction in the amount of variable compensation actually earned due to the failure to meet performance targets); or (ii) solely to the extent such termination occurs during the Change in Control Period, (A) a material diminution change in the Executive’s responsibilitiestitle, authority or duties; (Bii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the service provider is required to report; (C) a material change in the geographic location at hierarchy, (iii) a change in the Executive’s responsibilities from line to staff or vice versa, and (iv) placing the Executive on temporary leave pending an inquiry into whether the Executive has engaged in conduct that could constitute “Cause” under this Agreement, either individually or in the aggregate, shall be considered Good Reason; (b) reduces the Executive’s Annual Base Salary, unless a similar reduction is made for other senior executives of the Company in response to market conditions, (c) substantially reduces the aggregate benefits (on a cost basis) to which the Executive provides services to is entitled on the Effective Date, unless a similar reduction is made for other senior executive employees of the Company, such that there (d) commits a breach of this Agreement which is an increase of at least not remedied by the Company within thirty (30) days of receiving written notice from the Executive of such breach, (e) requires the Executive to relocate more than twenty-five (25) miles of driving distance to such location from the Executive’s principal residence place of employment as of such change; the Effective Date, (f) following a Change in Control, requires the Executive to travel on Company business, without his consent, at least 50% more, on average, than during the 12 months immediately preceding the Change in Control, or (Dg) a material breach any successor or assignee of the Company fails to assume and perform the Company’s obligations under this Agreement. The “Executive will be entitled to receive Severance Payments under Section 5(b)(i) of this Agreement on account of his voluntary termination under this Section 4(b)(ii) only if such voluntary termination with Good Reason Process” consists of occurs within three months after an event described in this Section 4(b)(ii), or within three months after the following steps: (a) the Executive reasonably determines last in good faith that a Good Reason Condition has occurred; (b) the Executive notifies the Company in writing of the first occurrence of the Good Reason Condition within 60 days of the first occurrence series of such condition; (d) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition; (e) notwithstanding such efforts, the Good Reason Condition continues to exist; and the Executive terminates employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredevents.

Termination by the Executive With Good Reason. The termination of the Executive’s employment with the Company by the Executive may terminate employment hereunder with Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following shall exist if the occurrence of any of the following events Company, without the Executive’s consent consent: (eacha) substantially reduces the overall importance of the Executive’s then current role, a “Good Reason Condition”): as determined by balancing any increase or decrease in the scope of the Executive’s management responsibilities against any increase or decrease in the relative sizes of the businesses, activities or functions (or portions thereof) for which the Executive has responsibility; provided, however, that none of (i) a material reduction in cash compensation (other than a reduction in the amount of variable compensation actually earned due to the failure to meet performance targets); or (ii) solely to the extent such termination occurs during the Change in Control Period, (A) a material diminution change in the Executive’s responsibilitiestitle, authority or duties; (Bii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the service provider is required to report; (C) a material change in the geographic location at hierarchy, (iii) a change in the Executive’s responsibilities from line to staff or vice versa, and (iv) placing the Executive on temporary leave pending an inquiry into whether the Executive has engaged in conduct that could constitute “Cause” under this Agreement, either individually or in the aggregate, shall be considered Good Reason; (b) reduces the Executive’s Annual Base Salary, unless a similar reduction is made for other senior executives of the Company in response to market conditions, (c) substantially reduces the aggregate benefits (on a cost basis) to which the Executive provides services to is entitled on the Effective Date, unless a similar reduction is made for other senior executive employees of the Company, such that there (d) commits a breach of this Agreement which is an increase of at least not remedied by the Company within thirty (30) days of receiving written notice from the Executive of such breach, (e) requires the Executive to relocate more than twenty-five (25) miles of driving distance to such location from the Executive’s principal residence place of employment as of such change; the Effective Date, (f) following a Change in Control, requires the Executive to travel on Company business, without her consent, at least 50% more, on average, than during the 12 months immediately preceding the Change in Control, or (Dg) a material breach any successor or assignee of the Company fails to assume and perform the Company’s obligations under this Agreement. The “Executive will be entitled to receive Severance Payments under Section 5(b)(i) of this Agreement on account of her voluntary termination under this Section 4(b)(ii) only if such voluntary termination with Good Reason Process” consists of occurs within six months after an event described in this Section 4(b)(ii), or within six months after the following steps: (a) the Executive reasonably determines last in good faith that a Good Reason Condition has occurred; (b) the Executive notifies the Company in writing of the first occurrence of the Good Reason Condition within 60 days of the first occurrence series of such condition; (d) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition; (e) notwithstanding such efforts, the Good Reason Condition continues to exist; and the Executive terminates employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurredevents.