Good Reason

Good Reason. (i) "Good Reason" as defined in the written employment or service agreement with the Corporation or any subsidiary, to which the Grantee is a party; or (ii) if clause (i) does not apply, then "Good Reason" shall mean the occurrence of any of the following conditions without the Grantee's express consent: (A) a material diminution in the scope of the Grantee's duties and authority; or (B) a relocation of the Grantee's principal place of work to a location more than fifty (50) miles from... Grantee's current principal location of Employment (unless such new location is closer to the primary residence of the Grantee). Notwithstanding the foregoing, the Grantee's resignation shall not be deemed to -1- have occurred for "Good Reason" unless the Grantee provides the Corporation with a written notice of Good Reason termination within sixty (60) days after the occurrence of an event giving rise to a claim of Good Reason, and the Corporation shall have thirty (30) days thereafter in which to cure or resolve the behavior otherwise constituting Good Reason, or to dispute such resignation for Good Reason, and the Grantee resigns from Employment as a result at the end of such thirty (30)-day period. View More

Good Reason. The occurrence of any of the following events or conditions without the Participant's written consent: (i) a material diminution in the Participant's authority, duties or responsibilities, other than as a result of a Change in Control where the Participant remains in a position with the Company or its successor (or any other entity that owns substantially all of the Company's business after such sale) that is substantially equivalent in duties, rank, reporting structure and authority with the... Participant's position prior to such sale, solely as such duties, rank, reporting structure and authority relate to the Company's business; (ii) a material diminution in the Participant's base salary or target annual bonus level; (iii) a material change in the geographic location at which the Participant must perform the Participant's duties, which shall not include a relocation of the Participant's principal place of employment to any location within a fifty (50) mile radius of the location from which the Participant served the Company immediately prior to the relocation or a requirement to work at home or return to work at the Participant's principal place of employment prior to working from home; (iv) the failure of the Parent or the Company to obtain an agreement from any successor to the Parent or the Company to assume and agree to perform this Plan, as contemplated in Section 9(b), unless the Plan is assumed by operation of law. The Participant must provide written notice to the Company of the occurrence of any of the foregoing events or conditions without the Participant's written consent within ninety (90) days of the occurrence of such event or the date upon which the Participant reasonably became aware that such an event or condition had occurred. The Company or any successor or affiliate shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from the Participant. Any voluntary termination for "Good Reason" following such thirty (30) day cure period must occur no later than the date that is six (6) months following the date notice was provided by the Participant. The Participant's voluntary Separation from Service by reason of resignation from employment with the Company for Good Reason shall be treated as involuntary. View More

Good Reason. Executive's resignation due to any of the following conditions which occur without Executive's written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (i) any change in Executive's title or reporting relationship, or any material reduction in Executive's duties, authority or responsibilities relative to Executive's duties, authority, or responsibilities as in effect immediately prior to such reduction, including any... failure to be nominated for or elected to the Board or to the board of directors or comparable body of a successor to, or Acquiror of, the Company; (ii) a requirement that Executive changes Executive's principal office in either San Francisco, California or Los Angeles, California to a facility that increases Executive's one-way commute by more than one-hundred (100) miles to such facility, measured by Executive's primary residence in each such city or metropolitan area as of immediately prior to such change, (iii) the Company commits a material breach of a written agreement or covenant between Executive and the Company, which breach is not cured within thirty (30) days after receipt of written notice describing in detail such breach to the Company from Executive; or (iv) Executive's then-current annual base salary is reduced by more than ten percent (10%) (other than in connection with a general decrease in the salary of similarly situated employees) (each, a "Good Reason Condition"). In order for Executive to resign for Good Reason, Executive must provide written notice to the Company (or its successor) of the existence of the Good Reason Condition within thirty (30) days of Executive's learning of the existence of the Good Reason Condition. Upon receipt of the notice, the Company (or its successor) will have thirty (30) days to remedy the Good Reason Condition and if it so remedies such Good Reason Condition (as reasonably determined by the Company), the Company shall not be required to provide for the benefits described herein as a result of such proposed resignation. If the Good Reason Condition is not remedied within such thirty (30) day period, Executive may resign based on the Good Reason Condition specified in the notice effective no later than thirty (30) days following the expiration of the thirty (30) day cure period and in any event no later than 12 months following the date of the initial existence of the Good Reason Condition. Notwithstanding anything in this Agreement to the contrary, except in the event of a Qualifying CIC Termination, Executive's termination of Continuous Service Status shall be considered to be for "Good Reason" solely to the extent that the Good Reason Conditions relates to clause (i), (ii) or (iii) of this Section 8(i). In addition, for purposes of Section 2(b) and 2(c) of this Agreement only, Executive's termination of Continuous Service Status shall be considered to be for "Good Reason" solely to the extent that the Good Reason Condition occurred no earlier than ninety (90) days prior to the consummation of a Change in Control View More

Good Reason. For termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent), of any of the following acts by the Company, unless such act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (a) the removal from Executive of his title of Chief Executive Officer; (b) the assignment to Executive of duties, responsibilities, or authorities, or failure to assign to Executive... duties, responsibilities, or authorities, consistent with his position as the chief executive officer of the Company; or (c) the Company requires Executive, without his consent, to move his principal office to a location that would cause Executive's regular commute to be both (i) substantially longer than his commute prior to such move and (ii) in excess of one hour. View More

Good Reason. Means Executive's termination of employment within thirty (30) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, without Executive's express written consent: (i) a material reduction in Executive's duties, authority or responsibilities; (ii) a material reduction by the Company in the annual base compensation or target bonus opportunity (as a percentage of base salary) of Executive as in effect immediately prior to such... reduction provided, however, that one or more reductions in base compensation or target bonus opportunity applicable to all executives generally that, cumulatively, total ten percent (10%) or less in base compensation and/or ten (10) percentage points or less in target bonus opportunity will not constitute a material reduction for purposes of this clause (ii); (iii) the relocation of Executive to a facility or a location more than fifty (50) miles from Executive's then present location; (iv) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 8 below; or (v) a material breach by the Company of this Agreement or any equity award agreement between Company and Executive. In order for an event to qualify as Good Reason, Executive must not terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" within ninety (90) days of the initial existence of the grounds for "Good Reason" and the Company shall have failed to cure during a period of thirty (30) days following the date of such notice and Executive shall terminate employment within sixty (60) days after the end of the Cure Period. View More

Good Reason. In each case, without Executive's written consent, (i) a material reduction in Executive's base salary, target incentive bonus, duties or responsibilities; or (ii) a relocation of Executive's principal office, without his/her consent, to a location more than thirty (30) miles from its location on the day prior to the Change of Control; provided that (A) Executive provides written notice to the Company, setting forth in reasonable detail the nature of the condition giving rise to Good Reason,... within thirty (30) days of the initial existence of such condition, (B) the condition remains uncured by the Company for a period of thirty (30) days following such notice and (C) Executive terminates his employment, if at all, not later than thirty (30) days after the expiration of such cure period View More

Good Reason. (i) a material diminution in an Eligible Individual's Base Salary; (ii) a material diminution in an Eligible Individual's authority, duties and responsibilities, taken as a whole; or (iii) a material breach by the Company of any of its obligations under this Plan. Notwithstanding the foregoing provisions of this Section 3(t) or any other provision of this Plan to the contrary, any assertion by an Eligible Individual of a termination for Good Reason shall not be effective unless all of the... following conditions are satisfied: (A) the condition described in clause (i), (ii), or (iii) above giving rise to the Eligible Individual's termination of employment must have arisen without the Eligible Individual's consent; (B) the Eligible Individual must provide written notice to the Administrator of the existence of such condition(s) within thirty (30) days after the initial occurrence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for thirty (30) days following the Administrator's receipt of such written notice; and (D) the date of such Eligible Individual's termination of employment must occur within sixty (60) days after the initial occurrence of the condition(s) specified in such notice View More

Good Reason. Means, without the Participant's prior written consent, (i) failure of the Company to continue the Participant in his current position; (ii) substantial diminution in the nature and scope of the Participant's responsibilities, duties, authority, and upwards reporting requirements of the Participant; provided, however, that the Company's failure to continue the Participant's appointment or election as a director or officer of one of the Company's Affiliates and any diminution of the business at... the Company or any of its Affiliates shall not constitute Good Reason; (iii) material failure of the Company to provide the Participant with Base Salary, or in the case of a Designated Participant bonus opportunity (at target, expressed as a percentage of Base Salary), as in effect prior to the Change of Control; or (iv) relocation of the Participant's office more than 35 miles from the then-current location of the Company's principal offices without his consent. View More

Good Reason. Shall have the same meaning as set forth in the Participant's employment, severance-benefit or other similar agreement with the Company or a subsidiary that contains a definition of "Good Reason." The Good Reason-related provisions of this Agreement shall cease to apply in the event that the agreement identified in the immediately preceding sentence ceases to be in effect.

Good Reason. Either of the following (without Participant's express written consent): (i) a material diminution in Participant's base salary as of the day immediately preceding the Change of Control or (ii) the Company's requiring Participant to be based at any office or location more than 35 miles from Participant's principal office or location as of the day immediately preceding the Change of Control. 3 Notwithstanding the foregoing, Participant shall not have the right to terminate Participant's... employment hereunder for Good Reason unless (1) within 30 days of the initial existence of the condition or conditions giving rise to such right Participant provides written notice to the Company of the existence of such condition or conditions, and (2) the Company fails to remedy such condition or conditions within 30 days following the receipt of such written notice (the "Cure Period"). If any such condition is not remedied within the Cure Period, Participant must terminate Participant's employment with the Company within a reasonable period of time, not to exceed 30 days, following the end of the Cure Period. Notwithstanding the foregoing, if a Participant is subject to an effective employment or change of control agreement with the Company or a Subsidiary that contains a definition of "Good Reason," then in lieu of the foregoing definition, for purposes of Awards under this Plan, "Good Reason" shall have the meaning specified in such other agreement View More