Common use of Voluntary Resignation for Good Reason Clause in Contracts

Voluntary Resignation for Good Reason. After a Change of Control, Employee may resign for “Good Reason” upon the occurrence of any of the following conditions without the Employee’s consent; provided however, that any resignation by the Employee due to any of the following conditions shall only be deemed for Good Reason if: (i) the Employee gives the Company written notice of the intent to resign for Good Reason within ninety (90) days following the first occurrence of the condition(s) that the Employee believes constitutes Good Reason, which notice shall describe such condition(s); (ii) the Company fails to remedy, if remediable, such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”) of such condition(s) from the Employee; and (iii) Employee actually resigns employment within the first ninety (90) days after expiration of the Cure Period: (a) the assignment to Employee of any duties, or any limitation of Employee’s authority or responsibilities, substantially inconsistent with Employee’s authority, duties, and responsibilities with Entropic immediately prior to the date of the Change of Control, in each case where such assignment or limitation constitutes a material reduction of Employee’s authority, duties or responsibilities as in effect prior to the Change of Control, (b) the relocation of the principal place of Employee’s service with Entropic to a location that is more than fifty (50) miles from Employee’s principal place of service with Entropic immediately prior to the date of the Change of Control that requires a one-way increase in Employee’s driving distance of at least thirty (30) miles, (c) any material reduction by Entropic of Employee’s base salary in effect immediately prior to the date of the Change of Control (unless reductions comparable in amount and duration are concurrently made for all other employees of Entropic with responsibilities, organizational level and title comparable to Employee), or (d) any failure by Entropic to continue to provide Employee with the opportunity to participate in any material benefit or compensation plans and programs in which Employee was participating immediately prior to the date of the Change of Control, or their equivalent, which failure constitutes a material reduction in Employee’s base compensation.

Voluntary Resignation for Good Reason. After a Change of Control, Employee may resign for “Good Reason” upon the occurrence of any of the following conditions without the Employee’s consent; provided however, that any resignation by the Employee due to any of the following conditions shall only be deemed for Good Reason if: (i) the Employee gives the Company written notice of the intent to resign for Good Reason within ninety (90) days following the first occurrence of the condition(s) that the Employee believes constitutes Good Reason, which notice shall describe such condition(s); (ii) the Company fails to remedy, if remediable, such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”) of such condition(s) from the Employee; and (iii) Employee actually resigns employment within the first ninety (90) days after expiration of the Cure Period: (a) the assignment to Employee of any duties, or any limitation of Employee’s authority or responsibilities, substantially inconsistent with Employee’s authoritypositions, duties, responsibilities and responsibilities status with Entropic immediately prior to the date of the Change of Control, which includes, but is not limited to a change in position such that Employee is not the ____________________ or the equivalent thereof of the surviving entity in such Change of Control or the parent corporation of such surviving entity in the event the surviving entity is a wholly owned subsidiary of a parent corporation that is the operating entity; provided, however, that in each case such condition shall only constitute Good Reason where such assignment or limitation condition also constitutes a material reduction of Employee’s authority, duties or responsibilities as in effect immediately prior to the Change of Control, (b) the relocation of the principal place of Employee’s service with Entropic to a location that is more than fifty (50) miles from Employee’s principal place of service with Entropic immediately prior to the date of the Change of Control that requires a one-way increase in Employee’s driving distance of at least thirty (30) miles, (c) any material reduction by Entropic of Employee’s base salary in effect immediately prior to the date of the Change of Control (unless reductions comparable in amount and duration are concurrently made for all other employees of Entropic with responsibilities, organizational level and title comparable to Employee), or (d) any failure by Entropic to continue to provide Employee with the opportunity to participate in any material benefit or compensation plans and programs in which Employee was participating immediately prior to the date of the Change of Control, or their equivalent, which failure constitutes a material reduction in Employee’s base compensation.

Voluntary Resignation for Good Reason. After a Change of Control, Employee may resign for “Good Reason” upon the occurrence of any of the following conditions without the Employee’s consent; provided however, that any resignation by the Employee due to any of the following conditions shall only be deemed for Good Reason if: (i) the Employee gives the Company written notice of the intent to resign for Good Reason within ninety (90) days following the first occurrence of the condition(s) that the Employee believes constitutes Good Reason, which notice shall describe such condition(s); (ii) the Company fails to remedy, if remediable, such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”) of such condition(s) from the Employee; and (iii) Employee actually resigns employment within the first ninety (90) days after expiration of the Cure Period: (a) the assignment to Employee of any duties, or any limitation of Employee’s authority or responsibilities, substantially inconsistent with Employee’s authoritypositions, duties, responsibilities and responsibilities status with Entropic immediately prior to the date of the Change of Control, which includes, but is not limited to a change in position such that Employee is not the Chief Executive Officer or the equivalent thereof of the surviving entity in such Change of Control or the parent corporation of such surviving entity in the event the surviving entity is a wholly owned subsidiary of a parent corporation that is the operating entity; provided, however, that in each case such condition shall only constitute Good Reason where such assignment or limitation condition also constitutes a material reduction of Employee’s authority, duties or responsibilities as in effect immediately prior to the Change of Control, (b) the relocation of the principal place of Employee’s service with Entropic to a location that is more than fifty (50) miles from Employee’s principal place of service with Entropic immediately prior to the date of the Change of Control that requires a one-way increase in Employee’s driving distance of at least thirty (30) miles, (c) any material reduction by Entropic of Employee’s base salary in effect immediately prior to the date of the Change of Control (unless reductions comparable in amount and duration are concurrently made for all other employees of Entropic with responsibilities, organizational level and title comparable to Employee), or (d) any failure by Entropic to continue to provide Employee with the opportunity to participate in any material benefit or compensation plans and programs in which Employee was participating immediately prior to the date of the Change of Control, or their equivalent, which failure constitutes a material reduction in Employee’s base compensation.

Voluntary Resignation for Good Reason. After a Change of Control, Employee may resign terminate Employee’s employment with Entropic for “Good Reason” upon the occurrence by serving notice of any resignation to Entropic with a description of the following conditions without circumstances giving rise to the Employee’s consent; provided howeverGood Reason. For purposes of this Change of Control Agreement, that any resignation by the Employee due to any of the following conditions shall only be deemed for “Good Reason ifReason” means: (i) the Employee gives the Company written notice of the intent to resign for Good Reason within ninety (90) days following the first occurrence of the condition(s) that the Employee believes constitutes Good Reason, which notice shall describe such condition(s); (ii) the Company fails to remedy, if remediable, such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”) of such condition(s) from the Employee; and (iii) Employee actually resigns employment within the first ninety (90) days after expiration of the Cure Period: (a) the assignment to Employee of any duties, or any limitation of Employee’s authority or responsibilities, substantially inconsistent with Employee’s authorityhis positions, duties, duties and responsibilities with Entropic immediately prior to the date of the Change of Control, in each case where such assignment or limitation constitutes a material reduction of Employee’s authority, duties or responsibilities as in effect prior to the Change of Control, ; (b) the relocation of the principal place of Employee’s service with Entropic to a location that is more than fifty (50) miles from Employee’s principal place of service with Entropic immediately prior to the date of the Change of Control that requires a one-way increase in Employee’s driving distance of at least thirty (30) miles, Control; (c) any material reduction by Entropic of Employee’s base salary in effect immediately prior to the date of the Change of Control (unless reductions comparable in amount and duration are concurrently made for all other employees of Entropic with responsibilities, organizational level and title comparable to EmployeeEntropic’s “Management Team Executives” (as that term is defined in the Employment Agreement)), or or any material reduction of Employee’s 30% target for bonus compensation; provided that, the modification of the milestones Employee must meet to earn such bonus compensation and the actual amount of bonus compensation earned by Employee if lower than 30% of Employee’s base salary shall not constitute “Good Reason” under this Section; and (d) any failure by Entropic to continue to provide Employee with the opportunity to participate in any material benefit or compensation plans and programs in which Employee was participating immediately prior to the date of the Change of Control, or their equivalent, which failure constitutes including without limitation, life, disability, health, dental, medical, savings, profit sharing, stock purchase and retirement plans, if any, unless such benefit or compensation plans are modified or eliminated on a material reduction company-wide basis and provided that the modification of the milestones Employee must meet to earn the bonus described in Employee’s base compensationSection 4 of the Employment Agreement shall not constitute “Good Reason” under this Section. Notwithstanding the above, Employee may not resign for Good Reason unless Employee has first given Entropic written notice of the offending conduct and a thirty (30)-day opportunity to cure such conduct.

Voluntary Resignation for Good Reason. After a Change of Control, Employee may resign terminate Employee’s employment with Entropic for “Good Reason” upon the occurrence by serving notice of any resignation to Entropic with a description of the following conditions without circumstances giving rise to the Employee’s consent; provided howeverGood Reason. For purposes of this Agreement, that any resignation by the Employee due to any of the following conditions shall only be deemed for “Good Reason ifReason” means: (i) the Employee gives the Company written notice of the intent to resign for Good Reason within ninety (90) days following the first occurrence of the condition(s) that the Employee believes constitutes Good Reason, which notice shall describe such condition(s); (ii) the Company fails to remedy, if remediable, such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”) of such condition(s) from the Employee; and (iii) Employee actually resigns employment within the first ninety (90) days after expiration of the Cure Period: (a) the assignment to Employee of any duties, or any limitation of Employee’s authority or responsibilities, substantially inconsistent with Employee’s authorityhis positions, duties, duties and responsibilities with Entropic immediately prior to the date of the Change of ControlControl which includes, but is not limited to a change in each case where position such assignment that Employee is not the Chief Executive Officer or limitation constitutes the equivalent thereof of the surviving entity in such change of control or the parent corporation of such surviving entity in the event the surviving entity is a material reduction wholly owned subsidiary of Employee’s authority, duties or responsibilities as in effect prior to a parent corporation that is the Change of Control, operating entity; (b) the relocation of the principal place of Employee’s service with Entropic to a location that is more than fifty (50) miles from Employee’s principal place of service with Entropic immediately prior to the date of the Change of Control that requires a one-way increase in Employee’s driving distance of at least thirty (30) miles, Control; (c) any material reduction by Entropic of Employee’s base salary in effect immediately prior to the date of the Change of Control (unless reductions comparable in amount and duration are concurrently made for all other employees of Entropic with responsibilities, organizational level and title comparable to EmployeeEntropic’s “Management Team Executives” (as that term is defined in the Offer Letter)), or or any material reduction of Employee’s 30% target for bonus compensation; provided that, the modification of the milestones Employee must meet to earn such bonus compensation and the actual amount of bonus compensation earned by Employee if lower than 30% of Employee’s base salary shall not constitute “Good Reason” under this section; and (d) any failure by Entropic to continue to provide Employee with the opportunity to participate in any material benefit or compensation plans and programs in which Employee was participating immediately prior to the date of the Change of Control, or their equivalent, which failure constitutes including without limitation, life, disability, health, dental, medical, savings, profit sharing, stock purchase and retirement plans, if any, unless such benefit or compensation plans are modified or eliminated on a material reduction in Employee’s base compensationcompany-wide basis. Notwithstanding the above, Employee may not resign for Good Reason unless Employee has first given Entropic written notice of the offending conduct and a thirty (30)-day opportunity to cure such conduct.

Voluntary Resignation for Good Reason. After a Change of Control, Employee may resign for “Good Reason” upon the occurrence of any of the following conditions without the Employee’s consent; provided however, that any resignation by the Employee due to any of the following conditions shall only be deemed for Good Reason if: (i) the Employee gives the Company written notice of the intent to resign for Good Reason within ninety (90) days following the first occurrence of the condition(s) that the Employee believes constitutes Good Reason, which notice shall describe such condition(s); (ii) the Company fails to remedy, if remediable, such condition(s) within thirty (30) days following receipt of the written notice (the “Cure PeriodPeriod ”) of such condition(s) from the Employee; and (iii) Employee actually resigns employment within the first ninety (90) days after expiration of the Cure Period: (a) the assignment to Employee of any duties, or any limitation of Employee’s authority or responsibilities, substantially inconsistent with Employee’s authority, duties, and responsibilities with Entropic immediately prior to the date of the Change of Control, in each case where such assignment or limitation constitutes a material reduction of Employee’s authority, duties or responsibilities as in effect prior to the Change of Control, (b) the relocation of the principal place of Employee’s service with Entropic to a location that is more than fifty (50) miles from Employee’s principal place of service with Entropic immediately prior to the date of the Change of Control that requires a one-way increase in Employee’s driving distance of at least thirty (30) miles, (c) any material reduction by Entropic of Employee’s base salary in effect immediately prior to the date of the Change of Control (unless reductions comparable in amount and duration are concurrently made for all other employees of Entropic with responsibilities, organizational level and title comparable to Employee), or (d) any failure by Entropic to continue to provide Employee with the opportunity to participate in any material benefit or compensation plans and programs in which Employee was participating immediately prior to the date of the Change of Control, or their equivalent, which failure constitutes a material reduction in Employee’s base compensation.

Voluntary Resignation for Good Reason. After a Change of Control, Employee may resign for “Good Reason” upon the occurrence of any of the following conditions without the Employee’s consent; provided however, that any resignation by the Employee due to any of the following conditions shall only be deemed for Good Reason if: (i) the Employee gives the Company written notice of the intent to resign for Good Reason within ninety (90) days following the first occurrence of the condition(s) that the Employee believes constitutes Good Reason, which notice shall describe such condition(s); (ii) the Company fails to remedy, if remediable, such condition(s) within thirty (30) days following receipt of the written notice (the “Cure PeriodPeriod ”) of such condition(s) from the Employee; and (iii) Employee actually resigns employment within the first ninety (90) days after expiration of the Cure Period: (a) the assignment to Employee of any duties, or any limitation of Employee’s authority or responsibilities, substantially inconsistent with Employee’s authority, duties, and responsibilities with Entropic immediately prior to the date of the Change of Control, in each case where such assignment or limitation constitutes a material reduction of Employee’s authority, duties or responsibilities as in effect prior to the Change of Control, (b) the relocation of the principal place of Employee’s service with Entropic to a location that is more than fifty (50) miles from Employee’s principal place of service with Entropic immediately prior to the date of the Change of Control that requires a one-one- way increase in Employee’s driving distance of at least thirty (30) miles, (c) any material reduction by Entropic of Employee’s base salary in effect immediately prior to the date of the Change of Control (unless reductions comparable in amount and duration are concurrently made for all other employees of Entropic with responsibilities, organizational level and title comparable to Employee), or (d) any failure by Entropic to continue to provide Employee with the opportunity to participate in any material benefit or compensation plans and programs in which Employee was participating immediately prior to the date of the Change of Control, or their equivalent, which failure constitutes a material reduction in Employee’s base compensation.