Resignation with Good Reason

Resignation with Good Reason. Means you giving notice of your resignation as a result of (i) a reduction in your base salary or the cap on your incentive pay; (ii) the assignment to you of any duties inconsistent in any respect with your position (including status, offices, titles and reporting requirements), authority, duties or responsibilities which result in a diminution in such position, authority, duties or responsibilities, whether immediately prior to or after the occurrence of a Severance Event; (iii) the taking of... any action by the Company which would adversely affect your participation in, or materially reduce your benefits under any plans, including incentive pay plans or programs, offered by the Company prior to the Severance Event; or (iv) in the event of and after the occurrence of a Severance Event, the Company's requiring you to be based at any office or location other than in New York City or Long Island. You must provide notice to the Company of the existence of any of the conditions described in clauses (i) through (iv) above within a period of 90 days of the initial existence of such condition and the Company shall have a period of 30 days following receipt of such notice during which it may remedy such condition. In the event of your failure to deliver timely notice as set forth herein or in the event of the Company's timely remedy of any condition described in clause (i) through (iv) you shall not be entitled to a Resignation with Good Reason. View More

Resignation with Good Reason. Means a termination of your employment following the occurrence of one or more of the following events: • Adverse change in your title, duties or responsibilities; • Reduction in your Base Salary or Target Bonus levels; • Failure of successor company to assume the obligations contained in this letter or any stock option agreement between you and the Company; • A relocation of the Company's headquarters outside of the San... Francisco Bay Area; or • A material breach of any of the terms of this letter. All other terminations initiated by you (other than death or Disability) shall be deemed to be a Resignation without Good Reason. View More

Resignation with Good Reason. Means: (i) breach by the Company of Executive's employment agreement (if any) or any other material legal obligation to Executive in any material respect and failure to cure such breach within 15 days of receipt from Executive of a written demand for cure delivered to the Company within 60 days after Executive became aware of the breach, followed by resignation by Executive of Executive's employment within 30 days after the end of such 15-day cure period. A change in Executive's duties that... is approved by the Company's Board of Directors or the Compensation Committee of the board will not constitute a breach of any employment agreement with Executive and will not constitute Good Reason for resignation by Executive; or (ii) resignation by Executive of his employment within 30 days after (A) being directed to relocate Executive's primary work location by more than 50 miles, which relocation would increase Executive's commuting distance over the distance from Executive's residence to Executive's primary work location before the change, provided that if the Company offers to pay Executive's costs of relocation outright or reimburse those costs under a program of forgiveness over no more than two years following relocation, then the relocation will not permit Executive to resign with Good Reason; (B) Executive's annual base salary is reduced from its level as of the date of this Agreement or a subsequent lower level agreed to by Executive or permitted by the proviso to this part (B), and not restored within 30 days of written demand by Executive, provided that a reduction in annual base salary that is commensurate in percentage terms with reductions in annual base salary applicable to a majority of the Company's Executive Officers other than Executive will not permit Executive to resign with Good Reason (and for this purpose if an Executive Officer is replaced and his or her replacement has a lower salary than the predecessor then that shall count toward the threshold of a majority of Executive Officers other than Executive having a base salary reduction); (C) Executive's incentive compensation program eligibility and target earnings are reduced below a level substantially comparable to the incentive compensation program and benefits in effect as of the date of this Agreement or a subsequent lower level agreed to by Executive or permitted by the second proviso to this part (C) and not restored within 30 days of written demand by Executive, provided that there is no guarantee of any level of actual incentive compensation payments and any applicable criteria established each year for payment of incentive compensation, including without limitation company and individual performance objectives must be met as a condition to payment of incentive compensation, and provided further that a reduction in Executive's incentive compensation program eligibility and target earnings that is commensurate in percentage terms with reductions in incentive compensation program eligibility and target earnings applicable to a majority of the Company's Executive Officers will not permit Executive to resign with Good Reason (and for this purpose if an Executive Officer is replaced and his or her replacement has less favorable incentive compensation program eligibility and target earnings than the predecessor then that shall count toward the threshold of a majority of Executive Officers other than Executive having less favorable incentive compensation program eligibility); or (D) any successor to the Company or its business fails in any acquisition of the Company or its business, or any other reorganization or change-in-control transaction, notwithstanding written demand by Executive, to assume in full all of the obligations of the Company under this Agreement. View More