Common use of Voluntary Termination by the Executive Without Good Reason Clause in Contracts

Voluntary Termination by the Executive Without Good Reason. If the Executive resigns or otherwise voluntarily terminates his employment before the end of the current Employment Term (other than in connection with a Change in Corporate Control, as described in Section 6), the amount the Executive shall be entitled to receive from the Company shall be limited to the Accrued Obligations. Such payment shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of resignation or voluntary termination). For purposes of this Agreement, a resignation by the Executive shall not be deemed to be voluntary without Good Reason if, without the Executive’s prior consent, the Executive is (1) assigned to a position other than the CEO (other than for Cause or by reason of his Disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Board if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; provided that the Executive has notified the Company within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this Section 5(d) and the Company has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this Section 5(d) within six (6) months following the initial existence of a change in assignment or reporting duties described herein.

Voluntary Termination by the Executive Without Good Reason. If the Executive resigns or otherwise voluntarily terminates his employment before the end of the current Employment Term (other than in connection with a Change in Corporate Control, as described in Section 6), the amount the Executive shall be entitled to receive from the Company shall be limited to the Accrued Obligations. Such payment shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of resignation or voluntary involuntary termination). For purposes of this Agreement, a resignation by the Executive shall not be deemed to be voluntary without Good Reason if, without the Executive’s prior consent, the Executive is (1) assigned to a position other than the CEO (other than for Cause or by reason of his Disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Board if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; provided that the Executive has notified the Company within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this Section 5(d) and the Company has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this Section 5(d) within six (6) months following the initial existence of a change in assignment or reporting duties described herein.

Voluntary Termination by the Executive Without Good Reason. If the Executive resigns or otherwise voluntarily terminates his employment before the end of the current Employment Term (other than in connection with a Change in Corporate Control, as described in Section 6), the amount the Executive shall be entitled to receive from the Company shall be limited to the Accrued Obligations. Such payment shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of resignation or voluntary termination). For purposes of this Agreement, a resignation by the Executive shall not be deemed to be voluntary without Good Reason if, without the Executive’s prior consent, the Executive is (1) assigned to a position other than the CEO Senior Vice President (other than for Cause or by reason of his Disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Board CFO if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; provided that the Executive has notified the Company within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this Section 5(d) and the Company has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this Section 5(d) within six (6) months following the initial existence of a change in assignment or reporting duties described herein.

Voluntary Termination by the Executive Without Good Reason. If the Executive resigns or otherwise voluntarily terminates his employment before the end of the current Employment Term (other than in connection with a Change in Corporate Control, as described in Section 6), the amount the Executive shall be entitled to receive from the Company shall be limited to the Accrued Obligations. Such payment shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of resignation or voluntary termination). For purposes of this Agreement, a resignation by the Executive shall not be deemed to be voluntary without Good Reason if, without the Executive’s prior consent, the Executive is (1) assigned to a position other than the CEO CIO (other than for Cause or by reason of his Disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Board CEO if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; provided that the Executive has notified the Company within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this Section 5(d) and the Company has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this Section 5(d) within six (6) months following the initial existence of a change in assignment or reporting duties described herein.

Voluntary Termination by the Executive Without Good Reason. If the Executive resigns or otherwise voluntarily terminates his employment before the end of the current Employment Term (other than in connection with a Change in Corporate Control, as described in Section 6), the amount the Executive shall be entitled to receive from the Company shall be limited to the Accrued Obligations. Such payment shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of resignation or voluntary termination). For purposes of this Agreement, a resignation by the Executive shall not be deemed to be voluntary without Good Reason if, without the Executive’s prior consent, the Executive is (1) assigned to a position other than the CEO General Counsel (other than for Cause or by reason of his Disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Board CEO if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; provided that the Executive has notified the Company within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this Section 5(d) and the Company has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this Section 5(d) within six (6) months following the initial existence of a change in assignment or reporting duties described herein.

Voluntary Termination by the Executive Without Good Reason. If the Executive resigns or otherwise voluntarily terminates his employment before the end of the current Employment Term (other than in connection with a Change in Corporate Control, as described in Section 6), the amount the Executive shall be entitled to receive from the Company shall be limited to the Accrued Obligations. Such payment shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of resignation or voluntary termination). For purposes of this Agreement, a resignation by the Executive shall not be deemed to be voluntary without Good Reason if, without the Executive’s prior consent, the Executive is (1) assigned to a position other than the CEO Executive Vice President (other than for Cause or by reason of his Disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Board CEO if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; provided that the Executive has notified the Company within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this Section 5(d) and the Company has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this Section 5(d) within six (6) months following the initial existence of a change in assignment or reporting duties described herein.

Voluntary Termination by the Executive Without Good Reason. If the Executive resigns or otherwise voluntarily terminates his employment before the end of the current Employment Term (other than in connection with a Change in Corporate Control, as described in Section 6), the amount the Executive shall be entitled to receive from the Company shall be limited to the Accrued Obligations. Such payment shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of resignation or voluntary termination). For purposes of this Agreement, a resignation by the Executive shall not be deemed to be voluntary without Good Reason if, without the Executive’s prior consent, the Executive is (1) assigned to a position other than the CEO Senior Vice President (other than for Cause or by reason of his Disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Board CEO if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; provided that the Executive has notified the Company within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this Section 5(d) and the Company has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this Section 5(d) within six (6) months following the initial existence of a change in assignment or reporting duties described herein.

Voluntary Termination by the Executive Without Good Reason. If the Executive resigns or otherwise voluntarily terminates his employment before the end of the current Employment Term (other than in connection with a Change in Corporate Control, as described in Section 6), the amount the Executive shall be entitled to receive from the Company shall be limited to the Accrued Obligations. Such payment shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of resignation or voluntary involuntary termination). For purposes of this Agreement, a resignation by the Executive shall not be deemed to be voluntary without Good Reason if, without the Executive’s prior consent, the Executive is (1) assigned to a position other than the CEO CIO (other than for Cause or by reason of his Disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Board CEO if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; provided that the Executive has notified the Company within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this Section 5(d) and the Company has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this Section 5(d) within six (6) months following the initial existence of a change in assignment or reporting duties described herein.

Voluntary Termination by the Executive Without Good Reason. If the Executive resigns or otherwise voluntarily terminates his employment before the end of the current Employment Term (other than in connection with a Change in Corporate Control, as described in Section 6), the amount the Executive shall be entitled to receive from the Company shall be limited to the Accrued Obligations. Such payment shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of resignation or voluntary involuntary termination). For purposes of this Agreement, a resignation by the Executive shall not be deemed to be voluntary without Good Reason if, without the Executive’s prior consent, the Executive is (1) assigned to a position other than the CEO Senior Vice President (other than for Cause or by reason of his Disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Board CFO if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; provided that the Executive has notified the Company within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this Section 5(d) and the Company has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this Section 5(d) within six (6) months following the initial existence of a change in assignment or reporting duties described herein.

Voluntary Termination by the Executive Without Good Reason. If the Executive resigns or otherwise voluntarily terminates his employment before the end of the current Employment Term (other than in connection with a Change in Corporate Control, as described in Section 6), the amount the Executive shall be entitled to receive from the Company shall be limited to the Accrued Obligations. Such payment shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of resignation or voluntary involuntary termination). For purposes of this Agreement, a resignation by the Executive shall not be deemed to be voluntary without Good Reason if, without the Executive’s prior consent, the Executive is (1) assigned to a position other than the CEO Senior Vice President (other than for Cause or by reason of his Disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Board CEO if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; provided that the Executive has notified the Company within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this Section 5(d) and the Company has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this Section 5(d) within six (6) months following the initial existence of a change in assignment or reporting duties described herein.

Voluntary Termination by the Executive Without Good Reason. If the Executive resigns or otherwise voluntarily terminates his employment before the end of the current Employment Term (other than in connection with a Change in Corporate Control, as described in Section 6), the amount the Executive shall be entitled to receive from the Company shall be limited to the Accrued Obligations. Such payment shall be made to the Executive within the time period required by applicable law (and in all events within sixty (60) days following the date of resignation or voluntary termination). For purposes of this Agreement, a resignation by the Executive shall not be deemed to be voluntary without Good Reason during the Officer Term if, without the Executive’s prior consent, the Executive is (1) assigned to a position other than the CEO CIO (other than for Cause or by reason of his Disability) or assigned duties materially inconsistent with such position if either such change in assignment constitutes a material diminution in the Executive’s authority, duties or responsibilities, or (2) directed to report to anyone other than the Board CEO if such change in reporting duties constitutes a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; provided that the Executive has notified the Company within the first ninety (90) days following the initial date of such change in assignment or reporting duties that the Executive regards such change in assignment or reporting duties as grounds justifying resignation under this Section 5(d) and the Company has failed to cure such change in assignment or reporting duties within ninety (90) days following its receipt of such notice from the Executive; and provided further that the Executive resigns under this Section 5(d) within six (6) months following the initial existence of a change in assignment or reporting duties described herein. The Executive acknowledges and agrees that he has consented to his assignment to a position other than the CIO (and to the assignment of duties consistent with his position as a consultant) during the Consulting Term and further agrees that this paragraph shall not apply during the Consulting Term.