Good Reason

Good Reason. Means Executive's voluntary resignation following any one or more of the following that is effected without Executive's written consent: (i) the relocation of the office of Executive more than fifty (50) miles from Executive's principal place of employment as of the Effective Date or to a location outside of San Diego County; (ii) a change in Executive's position that materially reduces his or her duties or responsibilities; (iii) a reduction in Executive's base salary or target bonus as an... employee of the Company, other than pursuant to a Company-wide reduction of base salaries and target bonuses for employees of the Company generally; or 3 (iv) the Company's breach of any material provision of this Agreement; provided, that, with respect to any of the foregoing conditions, Executive shall (A) provide to the Company in writing, in reasonable detail, notice of such condition within 90 days following the initial existence of such condition, (B) afford the Company 30 days to remedy such condition, and (C) resign within two years following the initial existence of such condition. View More

Good Reason. For purposes of this Agreement, "Good Reason" means without the Executive's written consent, (i) a material reduction in the Executive's authority or responsibilities (including reporting responsibilities) which shall include, after a Change of Control, the failure to appoint Executive as the Chief Executive Officer of a corporation whose equity securities are regularly traded on a recognized public market; (ii) a material reduction in the Executive's annual Base Salary or Target Annual... Incentive, other than a reduction made prior to a Change of Control that in the aggregate does not exceed 10% that also is applied to substantially all of the Company's other senior executives; or (iii) the relocation of the Executive's principal place of performing his duties as an employee of the Company by more than thirty (30) miles. Notwithstanding the foregoing, an event described in this Section shall not constitute Good Reason unless it is communicated by the Executive to the Company in writing within ninety (90) days of the initial existence of such event and is not corrected by the Company in a manner which is reasonably satisfactory to such Executive (including full retroactive correction with respect to any reduction in annual Base Salary or Target Annual Incentive except as permitted in clause (ii)) within thirty (30) days of the Company's receipt of such written notice. In any event, Executive's Separation from Service must occur during the two (2) year period following the initial existence of any of the events described in this Section in order to constitute a Separation from Service for Good Reason. Neither the failure of the Company's stockholders to elect or reelect Executive to the Board nor the expiration of the Employment Term will constitute Good Reason for purposes of this Agreement. View More

Good Reason. With respect to any Participant, the occurrence of any of the following events upon or after a Change in Control, without the Participant's prior written consent: (i) the relocation of the principal place of the Participant's employment or service to a location that is more than fifty (50) miles from the Participant's principal place of employment or service immediately prior to the date of a Change in Control; (ii) any material reduction by the Company of the Participant's Base Salary in... effect immediately prior to the date of a Change in Control, or (iii) any failure by the Company to obtain the assumption of any material agreement between the Participant and the Company concerning the Participant's employment by a successor or assignee of the Company or any breach of the provisions of Section 9 of this Plan. Notwithstanding the foregoing, in order to invoke a termination for Good Reason under the Plan, a Participant must provide written notice to the Company of the existence of one or more of the conditions or events described in clauses (i)-(iii) within 90 days after having knowledge of such condition or conditions, and the Company shall have 30 days following receipt of such written notice (the "Cure Period") during which it may cure the condition or event, if curable. In the event that the Company fails to cure any condition or event constituting Good Reason during the Cure Period, the Participant may resign at any time during the Change in Control Period for Good Reason. View More

Good Reason. The term "Good Reason" as used in the Grant Notice or in this Restricted Stock Agreement shall, in the case of any Participant who is party to an agreement between the Participant and the Company that contains a definition of "Good Reason", mean and refer to the definition set forth in such agreement, and in the case of any other Participant, "Good Reason" shall mean: (A) a material diminution in Participant's base salary or annual bonus opportunity; (B) any material diminution in Participant's... authority, duties or responsibilities; or (C) the relocation of Participant's principal work location by more than fifty (50) miles; provided that none of these events shall constitute Good Reason unless the Company fails to cure such event within thirty (30) days after receipt from Participant of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the sixtieth (60th) day following the later of its occurrence or Participant's knowledge thereof, unless Participant has given the Company's written notice thereof prior to such date. Notwithstanding anything herein to the contrary, for purposes of the last proviso of the immediately foregoing sentence, a series of related events shall be deemed to have occurred on the date upon which the last event in such series of related events has occurred. View More

Good Reason. The occurrence after a Change in Control of any of the following events or conditions: 12 (i) a change in the Executive's status, title, position or responsibilities (including reporting responsibilities) which, in the Executive's reasonable judgment, represents an adverse change from the Executive's status, title, position or responsibilities as in effect immediately prior thereto; the assignment to the Executive of any duties or responsibilities which, in the Executive's reasonable... judgment, are inconsistent with the Executive's status, title, position or responsibilities; or any removal of the Executive from or failure to reappoint or reelect the Executive to any of such offices or positions, except in connection with the termination of the Executive's employment for Disability, Cause, as a result of the Executive's death or by the Executive other than for Good Reason; (ii) a reduction in the Executive's annual base salary below the Base Amount; (iii) the relocation of the offices of the Employer to a location more than twenty-five (25) miles from the location of such offices immediately prior to such Change in Control, or the Employer's or the Corporation's requiring the Executive to be based anywhere other than such offices, except to the extent the Executive was not previously assigned to a principal location and except for required travel on the Employer's or the Corporation's business to an extent substantially consistent with the Executive's business travel obligations at the time of the Change in Control; (iv) the failure by the Employer or the Corporation to pay to the Executive any portion of the Executive's current compensation or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Employer or the Corporation in which the Executive participated, within seven (7) days of the date such compensation is due; (v) the failure by the Employer or the Corporation to (A) continue in effect (without reduction in benefit level, and/or reward opportunities) any material compensation or employee benefit plan in which the Executive was participating immediately prior to the Change in Control, unless a substitute or replacement plan has been implemented which provides substantially identical compensation or benefits to the Executive or (B) provide the Executive with compensation and benefits, in the aggregate, at least equal (in terms of benefit levels and/or reward opportunities) to those provided for under each other compensation or employee benefit plan, program and practice in which the Executive was participating immediately prior to the Change in Control; (vi) the failure of the Employer or the Corporation to obtain from its Successors or Assigns the express assumption and agreements required under Section 14 hereof; or (vii) any purported termination of the Executive's employment by the Employer which is not effected pursuant to a Notice of Termination satisfying the terms set forth in the definition of Notice of Termination (and, if applicable, the terms set forth in the definition of Cause). 13 Any event or condition (A) described in subsections (i), (ii), (iii), (iv), (vi) or (vii) which occurs at any time prior to the date of a Change in Control and (A) which occurred after the Employer entered into a definitive agreement, the consummation of which would constitute a Change in Control or (B) which the Executive reasonably demonstrates was at the request of a Third Party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, shall constitute Good Reason for purposes of this Agreement, notwithstanding that it occurred prior to a Change in Control. View More

Good Reason. Shall have the meaning ascribed to such term in any employment, consulting or severance agreement then in effect between the Participant and the Company or any of its Subsidiaries or, if no such agreement containing a definition of "Good Reason" is then in effect or if such term is not defined therein, "Good Reason" shall mean without the Participant's consent, (A) the failure of the Company or one of its Subsidiaries, as applicable, to pay or cause to be paid the Participant's base salary or... annual bonus when due, (B) any material diminution in the Participant's authority or responsibilities or (C) the relocation of the Participant's primary place of employment to a location more than 50 miles from the Participant's principle place of business; provided that any of the events described above shall constitute Good Reason only if the Company or one of its Subsidiaries, as applicable, fails to cure such event within 30 days after notice is given by the Participant specifying in reasonable detail the event which constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the 60th day following the later of its occurrence or the Participant's knowledge thereof, unless the Participant has given the Company notice thereof prior to such date. View More

Good Reason. For purposes of this Agreement, except as provided in Section 8(e) above, "Good Reason" means the occurrence of any of the following, without Executive's consent and not due to Cause, within the timeframes specified in the definition of "In Connection with a Change in Control": (i) a material reduction in Executive's authority, duties or responsibilities, including removal from, or a failure to elect Executive to, the Board; (ii) a material reduction in Executive's base salary or target annual... and long-term incentive compensation, other than a one-time reduction in either case that also is applied to substantially all other executive officers of the Company, provided that Executive's reduction is substantially proportionate to the reduction applied to substantially all other executive officers; (iii) the Company requiring Executive to report to anyone other than the Board; or (iv) the Company requiring Executive to relocate Executive's principal place of business or the Company relocating its headquarters, in either case to a facility or location outside of a thirty-five (35) mile radius (or such longer distance that is the minimum permissible distance under the circumstances for purposes of the involuntary separation from service standards under the Treasury Regulations or other guidance under Section 409A of the Code) from Executive's current principal place of employment; provided, however, that Executive will only have Good Reason if he provides notice to the Board of Directors of the existence of the event or circumstances constituting Good Reason specified in any of the preceding clauses within ninety (90) days of the initial existence of such event or circumstances and if such event or circumstances is not cured within thirty (30) days after Executive gives such written notice. If Executive initiates Termination of Employment for Good Reason, the actual Termination of Employment must occur within thirty (30) days after expiration of the cure period. Executive's failure to timely give notice of the occurrence of a specific event that would otherwise constitute Good Reason will not constitute a waiver of Executive's right to give notice of any new subsequent event that would constitute Good Reason that occurs after such prior event (regardless of whether the new subsequent event is of the same or different nature as the preceding event). Executive's actions approving in writing (or by such other means as is reliable and verifiable) any change, reduction, requirement or occurrence (that otherwise may be considered Good Reason) in Executive's role as an officer of the Company will be considered consent for the purposes of this Good Reason definition. View More

Good Reason. Unless otherwise consented to by the Covered Employee: (i) the material reduction of the Covered Employee's authority, duties and responsibilities, or the assignment to the Covered Employee of duties materially inconsistent with the Covered Employee's position or positions with the Company; (ii) a reduction in the Covered Employee's then current annual salary; or (iii) the relocation of the Covered Employee's office to more than thirty-five (35) miles from the principal offices of the Company.

Good Reason. For purposes of this Agreement, Employee shall have "Good Reason" for resignation from employment with the Company if any of the following actions are taken by the Company without Employee's prior written consent: (i) a material reduction in Employee's Base Salary, unless pursuant to a salary reduction program applicable generally to the Company's senior executives; (ii) a material reduction in Employee's duties (including responsibilities and/or authorities), provided, however, that a change... in job position (including a change in title) or reporting line shall not be deemed a "material reduction" in and of itself unless Employee's new duties are materially reduced from the prior duties; or (iii) relocation of Employee's principal place of employment to a place that increases Employee's one-way commute by more than fifty (50) miles as compared to Employee's then-current principal place of employment immediately prior to such relocation. In order for Employee to resign for Good Reason, each of the following requirements must be met: (iv) Employee must provide written notice to the Company's Chief Employee Officer within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Employee's resignation, (v) Employee must allow the Company at least 30 days from receipt of such written notice to cure such event, (vi) such event is not reasonably cured by the Company within such 30 day period (the "Cure Period"), and (vii) Employee must resign from all positions Employee then holds with the Company not later than 30 days after the expiration of the Cure Period. View More

Good Reason. Any of the following events, unless you have consented thereto: (i) a material diminution in your base salary, except that a reduction in your base salary is not Good Reason if it is made as part of an across-the-board salary reduction that affects all of the Company's senior management team; (ii) a change in the location of your principal place of employment by 50 miles or more from the location at which you must perform the services; or (iii) a material change in your authority, duties or... responsibilities. An event does not constitute Good Reason unless you provide the Company with written notice of the existence of the condition that constitutes Good Reason. Such notice must be provided within 90 days after the initial existence of the condition, and the notice must provide the Company with at least 30 days during which it may remedy such condition. View More