Good Reason

Good Reason. That Executive has complied in all material respects with the "Good Reason Process" (hereinafter defined) following the occurrence of any of the following events, without Executive's prior written consent: (i) the assignment to Executive of any duties or responsibilities that results in a diminution in Executive's function as in effect immediately prior to such change; provided, however, that a change in Executive's title or reporting relationships shall not provide the basis for a voluntary... termination with Good Reason; (ii) a reduction by the Company in Executive's annual base salary, as in effect immediately prior to such change; provided, however, that Good Reason shall not be deemed to have occurred in the event of a reduction in Executive's annual base salary that is pursuant to a salary reduction program affecting substantially all of the employees of the Company and that does not adversely affect Executive to a greater extent than other similarly situated employees; or (iii) a relocation of Executive's business office to a location more than twenty five (25) miles from the location at which Executive performed Executive's duties as immediately prior to such change, except for required travel by Executive on the Company's business to an extent substantially consistent with Executive's business travel obligations. View More

Good Reason. Will exist if any of the following actions are taken by the Company without your prior written consent: (i) a material reduction in your base salary (unless pursuant to a salary reduction program applicable generally to your similarly situated employees not to exceed ten percent (10%)); (ii) a material reduction in your title or duties (including responsibilities and/or authorities); or (iii) relocation of your principal place of employment by more than thirty-five (35) miles, provided,... however, that any change from remote work to working from the Company's Palo Alto offices will not be deemed a relocation that could give rise to Good Reason under this provision. In order to resign for Good Reason, you must provide written notice to the Company's Board within thirty (30) days after the first occurrence of the event giving rise to Good Reason setting forth the basis for your resignation, allow the Company at least thirty (30) days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, you must resign from all positions you then hold with the Company not later than thirty (30) days after the expiration of the cure period. View More

Good Reason. For Executive to terminate Executive's employment hereunder shall mean the occurrence of any of the following events without Executive's consent: (i) any change in Executive's position with the Company that materially reduces Executive's duties or level of responsibility or that materially diminishes Executive's reporting relationship within the Company, it being understood that failure to have the same title or reporting relationship following a Change in Control will not constitute, by... itself, an event giving rise to Good Reason; (ii) any material reduction of base compensation (other than in connection with a general decrease in base salaries for most similarly situated officers); or (iii) any change in the location of Executive's principal place of employment that increases Executive's one-way commute in excess of thirty-five (35) miles from Executive's principal place of employment prior to such change. Notwithstanding the foregoing, Executive's resignation shall not constitute a resignation for "Good Reason" unless (x) Executive provides advance written notice of such resignation to the Company within ninety (90) days of the initial occurrence of the event or action giving rise to Good Reason, (y) such change or reduction is not remedied by the Company within thirty (30) days following the Company's receipt of such written notice, and (z) Executive's resignation is effective not later than sixty (60) days after the expiration of such thirty (30) day cure period. View More

Good Reason. (i) a material diminution in the Executive's position, authority or duties; (ii) a material reduction in the Executive's Base Salary; (iii) the relocation of the Executive's job location by more than fifty (50) miles without the Executive's consent; or (iv) the Company's material breach of the terms of this Agreement, provided that the Executive notifies the Company of the condition constituting Good Reason within ninety (90) days of the existence of the condition, the Company fails to correct... within thirty (30) days of such notice, and the Executive terminates employment within ninety (90) days following the end of such cure period. View More

Good Reason. Has the meaning set forth in the applicable Award Agreement(s). If an Award Agreement does not contain a definition of "Good Reason," then it means: (i) the definition of Good Reason provided in a mutual written agreement between the Grantee and the Board; (ii) the relocation by the Company of the geographic location where Grantee's duties for the Company are performed such that Grantee's daily commute is increased by at least 50 miles without the prior consent of the Grantee; (iii) reduction... of the Grantee's annual base salary without the prior consent of the Grantee (other than in connection with, and substantially proportionate to, reductions by the Company of the annual base salary of more than 75% of its employees); or (iv) demotion of the Grantee to a position with responsibilities substantially less than such Grantee's current position without the prior consent of the Grantee. View More

Good Reason. The meaning set forth in the written employment, offer, or services agreement or letter between the Participant and the Company or its affiliate or in the Participation Agreement between the Participant and the Company, or if there is no such agreement or no such term is defined in such agreement, means (i) a material diminution in the Participant's title or duties with the Company or an affiliate; (ii) a material diminution in the Participant's Base Pay; or (iii) a required relocation of the... Participant's principal place of employment by more than 25 miles. Notwithstanding the foregoing, any assertion by the Participant of a termination for Good Reason shall not be effective unless (A) the Participant provides written notice to the Company of the existence of one or more of the foregoing conditions within 30 days after the initial occurrence of such condition(s); (B) the condition(s) specified in such notice must remain uncorrected for 30 days following the Company's receipt of such written notice; and (C) the date of the termination of the Participant's employment must occur within 90 days after the initial occurrence of the condition(s) specified in such notice. View More

Good Reason. The occurrence of any one or more of the following: (i) a material diminution in Executive's annual base salary or target annual bonus; (ii) a material diminution in Executive's authority, duties or responsibilities with the Company or an Affiliate; or (iii) a required relocation of Executive's principal place of employment by more than 50 miles; provided, however, that any assertation by Executive of Good Reason shall not be effective unless (A) Executive provides written notice to the Company... of the existence of one or more of the foregoing conditions within 30 days after the initial occurrence of such conditions; (B) the condition(s) specified in such notice must remain uncorrected for 30 days following the Company's receipt of such notice; and (C) the date of the termination of Executive's employment must occur within 90 days after the initial occurrence of the condition(s) specified in such notice View More

Good Reason. Means that: (a) a Covered Executive's Base Compensation in effect immediately before the commencement of a Change in Control Period is materially reduced, or there is a material reduction or termination of such executive's rights to any employee benefit in effect immediately prior to such period; (b) a Covered Executive's authority, duties or responsibilities are materially reduced from those in effect immediately before the commencement of a Change in Control Period (it being understood that... in no event shall a Covered Executive's authority, duties or responsibilities be deemed to be reduced as a consequence of or related to the Company ceasing to be a publicly listed company); (c) a Covered Executive is required to be away from his or her office in the course of discharging his or her duties and responsibilities significantly more than was required before the commencement of a Change in Control Period; or (d) a Covered Executive is required to transfer to an office or business location that is more than 60 miles from the primary location to which he or she was assigned prior to the commencement of a Change in Control Period. No event or condition shall constitute Good Reason hereunder unless: (i) a 1Executive Severance Plan 1 Covered Executive provides to the Committee written notice of his or her objection to such event not later than 60 days after such executive first learns, or should have learned, of such event; (ii) such event is not corrected by the Company promptly after receipt of such notice, but in no event more than 30 days after receipt thereof; and (iii) such executive Separates From Service not more than 15 days following the expiration of the 30-day period described in clause (ii) hereof. View More

Good Reason. 2.13Good Reason

Good Reason. Means good reason as defined in a Participant's Employment Agreement, Award Agreement or the Company's severance plan in which such Participant participates, if any; provided, that if such agreements or plans do not contain a definition of good reason applicable to such Participant, then Good Reason shall be disregarded with respect to the applicable Participant for purposes of this Plan and any Award.