Common use of Voluntary Termination by Employee for Good Reason Clause in Contracts

Voluntary Termination by Employee for Good Reason. Employee may at any time voluntarily terminate his employment for "good reason" (as defined below) upon 30 days prior written notice thereof to the Company. In the event of such voluntary termination for "good reason", (a) the Company shall at the election of Employee either (x) continue to pay Employee his then effective base salary under Section 3.1 hereof and all benefits under Section 3.3 and 3.4 hereof through the expiration of the three-year term then in effect (without giving effect to any further extensions thereof under Article II hereof) or pay Employee, within 15 days of such termination, a lump sum payment equal to (without discounting to present value) his then effective base salary under Section 3.1 hereof through the expiration of the three-year term then in effect (without giving effect to any further extensions thereof under Article II hereof), and (b) any outstanding stock options held by Employee shall become fully vested and exercisable pursuant to the Agreement Regarding Vesting of Stock Options, the form of which is attached hereto as Exhibit A. Regardless of which election is made by Employee, the Company shall also pay the Employee the aggregate of all remaining Employee Loan Repayment, if any, previously paid to Employee. Employee must make his election under clause (a) above by giving the Company written notice thereof with 30 days after notice of termination is given pursuant to this Section 4.1. If Employee does not make such an election within the 30-day period, he will be deemed to have elected to receive the lump sum payment described in clause (a)(y) above.

Voluntary Termination by Employee for Good Reason. Employee may at any time voluntarily terminate his employment for "good reason" (as defined below) upon 30 days prior written notice thereof to the Company. In the event of such voluntary termination for "good reason", ," (a) the Company shall at the election of Employee either (x) continue to pay Employee his then effective base salary under Section 3.1 hereof and all benefits under Section 3.3 and 3.4 hereof through the expiration of the three-year term then in effect (without giving effect to any further extensions thereof under Article II hereof) or (y) pay Employee, within 15 days of such termination, a lump lump-sum payment equal to (without discounting to present value) his then effective base salary under Section 3.1 hereof through the expiration of the three-year term then in effect (without giving effect to any further extensions thereof under Article II hereof), and (b) any all outstanding stock options and incentive awards held by Employee shall become fully vested and exercisable pursuant to the Agreement Regarding Vesting of Stock Options, the form of which is attached hereto as Exhibit A. Regardless of which election is made by Employee, the Company shall also pay the Employee the aggregate of all remaining Employee Loan Repayment, if any, previously paid to Employeeexercisable. Employee must make his election under clause (a) above by giving the Company written notice thereof with within 30 days after notice of termination is given pursuant to this Section 4.14.2. If Employee does not make such an election within the 30-day period, he will be deemed to have elected to receive the lump lump-sum payment described in clause (a)(y) above.

Voluntary Termination by Employee for Good Reason. Employee may at any time voluntarily terminate his employment for "good reason" (as defined below) upon 30 days prior written notice thereof to the Company. In the event of such voluntary termination for "good reason", ," (a) the Company shall at the election of Employee either (x) continue to pay Employee his then effective base salary under Section 3.1 hereof and all benefits under Section 3.3 and 3.4 hereof through the expiration of the threetwo-year term then in effect (without giving effect to any further extensions thereof under Article II hereof) or (y) pay Employee, within 15 days of such termination, a lump lump-sum payment equal to (without discounting to present value) his then effective base salary under Section 3.1 hereof through the expiration of the threetwo-year term then in effect (without giving effect to any further extensions thereof under Article II hereof), and (b) any all outstanding stock options and incentive awards held by Employee shall become fully vested and exercisable pursuant to the Agreement Regarding Vesting of Stock Options, the form of which is attached hereto as Exhibit A. Regardless of which election is made by Employee, the Company shall also pay the Employee the aggregate of all remaining Employee Loan Repayment, if any, previously paid to Employeeexercisable. Employee must make his election under clause (a) above by giving the Company written notice thereof with within 30 days after notice of termination is given pursuant to this Section 4.14.2. If Employee does not make such an election within the 30-day period, he will be deemed to have elected to receive the lump lump-sum payment described in clause (a)(y) above.

Voluntary Termination by Employee for Good Reason. Employee may at any time voluntarily terminate his employment for "good reason" (as defined below) upon 30 days prior written notice thereof to the CompanyEmployer. In the event of such voluntary termination for "good reason", (a) the Company Employer shall at the election of Employee either (x) continue to pay Employee his then effective base salary under Section 3.1 hereof and all benefits under Section 3.2 and 3.3 and 3.4 hereof through the expiration of the three-year term then in effect (without giving effect to any further extensions thereof under Article II hereof) of this Agreement or pay Employee, within 15 days of such termination, a lump sum payment equal to (without discounting to present value) his then effective base salary under Section 3.1 hereof through the expiration of the three-year term then in effect (without giving effect to any further extensions thereof under Article II hereof)of this Agreement, and (b) any outstanding stock options held by Employee shall become fully vested and exercisable pursuant to the Agreement Regarding Vesting of Stock Options, the form of which is attached hereto as Exhibit A. Regardless of which election is made by Employee, the Company shall also pay the Employee the aggregate of all remaining Employee Loan Repayment, if any, previously paid to Employee. Employee must make his election under clause (a) above by giving the Company Employer written notice thereof with within 30 days after notice of termination is given pursuant to this Section 4.1. If Employee does not make such an election within the 30-day period, he will be deemed to have elected to receive the lump sum payment described in clause (a)(y) above. For purposes of this Agreement, "good reason" shall mean the occurrence of any of the following events: a) Removal from the offices the Employee holds on the date of this Agreement or a material reduction in Employee's authority or responsibility, including, without limitation, involuntary removal from the Board of Directors, but not including termination of Employee for "cause", as defined below; or b) Relocation of the Employer's headquarters from its current location without the approval of Employee; or c) An involuntary reduction in the Employee's compensation; or d) The Employer otherwise commits a material breach of this Agreement.