Common use of Voluntary Resignation for Good Reason Clause in Contracts

Voluntary Resignation for Good Reason. You may voluntarily resign your position with the Company for Good Reason, at any time, on thirty (30) days advance written notice. You will be deemed to have resigned for "Good Reason" if you resign following any of the circumstances: (a) the Company relocates your principal work location from Austin, Texas without your agreement (b) the Company assigns to you any duties inconsistent with your position as Vice President of Sales and Marketing of the Company, or substantially diminishes your status, responsibilities or organizational position (c) your Base Salary is reduced more than ten percent (10%) (d) the Company (i) fails to continue in effect at a level at least equal to the compensation or benefits (or formulas therefore) in effect immediately prior to a Change of Control (as defined in Paragraph 5.3), (ii) any compensation plan in which you participated prior to the Change of Control, including, but not limited to, the Company's incentive compensation plans or benefits which has the effect of substantially diminishing the level of your overall benefits received under the Agreement, unless an equitable arrangement has been made with respect to such compensation plan or benefits that you have approved (e) a Change of Control (as defined in Paragraph 5.3) occurs or (f) the Company has breached a material provision of the Agreement that has not been cured within thirty (30) days of written notice from you to the Company.

Voluntary Resignation for Good Reason. You may voluntarily resign your position with the Company for Good Reason, at any time, on thirty (30) days advance written notice. You will be deemed to have resigned for "Good Reason" if you resign following any of the circumstances: (a) the Company relocates your principal work location from Austin, Texas without your agreement (b) the Company assigns to you any duties inconsistent with your position as Vice President of Sales and Marketing Technology of the Company, or substantially diminishes your status, responsibilities or organizational position (c) your Base Salary is reduced more than ten percent (10%) (d) the Company (i) fails to continue in effect at a level at least equal to the compensation or benefits (or formulas therefore) in effect immediately prior to a Change of Control (as defined in Paragraph 5.3), (ii) any compensation plan in which you participated prior to the Change of Control, including, but not limited to, the Company's incentive compensation plans or benefits which has the effect of substantially diminishing the level of your overall benefits received under the Agreement, unless an equitable arrangement has been made with respect to such compensation plan or benefits that you have approved (e) a Change of Control (as defined in Paragraph 5.3) occurs or (f) the Company has breached a material provision of the Agreement that has not been cured within thirty (30) days of written notice from you to the Company.

Voluntary Resignation for Good Reason. You may voluntarily resign your position with the Company for Good Reason, at any time, on thirty (30) days advance written notice. You will be deemed to have resigned for "Good Reason" if you resign following any of the circumstances: (a) the Company relocates your principal work location from Austin, Texas without your agreement (b) the Company assigns to you any duties inconsistent with your position as Vice President of Sales and Marketing Operations of the Company, or substantially diminishes your status, responsibilities or organizational position (c) your Base Salary is reduced more than ten percent (10%) (d) the Company (i) fails to continue in effect at a level at least equal to the compensation or benefits (or formulas therefore) in effect immediately prior to a Change of Control (as defined in Paragraph 5.3), (ii) any compensation plan in which you participated prior to the Change of Control, including, but not limited to, the Company's incentive compensation plans or benefits which has the effect of substantially diminishing the level of your overall benefits received under the Agreement, unless an equitable arrangement has been made with respect to such compensation plan or benefits that you have approved (e) a Change of Control (as defined in Paragraph 5.3) occurs or (f) the Company has breached a material provision of the Agreement that has not been cured within thirty (30) days of written notice from you to the Company.

Voluntary Resignation for Good Reason. You may voluntarily resign your position with the Company for Good Reason, at any time, on thirty (30) days advance written notice. You will be deemed to have resigned for "Good Reason" if you resign following any of the circumstances: (a) the Company relocates your principal work location from Austin, Texas without your agreement (b) the Company assigns to you any duties inconsistent with your position as Vice Chairman of the Board, Chief Executive Officer and President of Sales and Marketing of the Company, or substantially diminishes your status, responsibilities or organizational position (c) your Base Salary is reduced more than ten percent (10%) (d) the Company (i) fails to continue in effect at a level at least equal to the compensation or benefits (or formulas therefore) in effect immediately prior to a Change of Control (as defined in Paragraph 5.36.3), (ii) any compensation plan in which you participated prior to the Change of Control, including, but not limited to, the Company's incentive compensation plans or benefits which has the effect of substantially diminishing the level of your overall benefits received under the Agreement, unless an equitable arrangement has been made with respect to such compensation plan or benefits that you have approved (e) a Change of Control (as defined in Paragraph 5.36.3) occurs (f) you are involuntarily removed from the Company's Board of Directors or the stockholders of the Company vote to remove you from the Company's Board in any vote taken for that purpose (except where you have been terminated for "Good Cause" as defined in Paragraph 6.2) or (fg) the Company has breached a material provision of the Agreement that has not been cured within thirty (30) days of written notice from you to the Company.