Voluntary Resignation for Good Reason

Voluntary Resignation for Good Reason. Means the voluntary termination of employment with the Company by the Participant after one of the following events or actions is undertaken without the Participant's written consent: (i) If the Participant's resignation occurs during the Protection Period: (1) the assignment of any duties inconsistent in any respect with the Participant's position (including status, offices, titles and reporting requirements, authority,... duties or responsibilities) or any other action that results in a diminution in the Participant's position, authority, duties, or responsibilities, excluding for this purposes an isolated, insubstantial, and inadvertent action that is not taken in bad faith and is remedied by the Company promptly after receipt of notice given by the Participant; 4 (2) a reduction in a Participant's base salary in effect on the effective date of the Change in Control but without taking into account any reduction in base salary in the six-month period before the Change in Control occurs, except for a reduction in base salary that is applicable to all similarly situated employees of the Company and applied consistently among all such affected employees including the Participant; (3) a non-temporary relocation of a Participant's principal business office to a location that increases the Participant's one way commute by more than twenty-five (25) miles from the primary location at which the Participant performs duties as of immediately prior to the date of such action; (4) failure to maintain a tax-qualified retirement, pension or savings plan or any life insurance, health, dental or disability or other insurance plan ("Benefit Plans") providing benefits at least as beneficial in the aggregate as the benefits provided by those Benefit Plans in which a Participant participated immediately prior to the Protection Period, or any action that would adversely affect a Participant's participation in, or reduce Participant's benefit opportunity under, any such Benefit Plans (provided, however, that benefit reductions under any tax-qualified retirement, pension or savings plan or any life insurance, health, dental or disability or other insurance plan that are de minimis, or that are required by law, will not result in Good Reason for termination); or (5) any acquirer, successor or assignee of the Company fails to assume in writing within five (5) business days after the date such person becomes an acquirer, successor or assignee, or fails to perform in all material respects, the obligations of the Company under this Plan. (ii) If Participant's resignation occurs anytime other than during the Protection Period: (1) the Company relocates its general and administrative offices of a Participant's place of employment to an area other than the Washington, D.C. Standard Metropolitan Statistical Area; (2) the Participant is assigned duties substantially inconsistent with the responsibilities of his position or a substantial adverse alteration is made to the nature or status of such responsibilities; (3) the Participant's job title is diminished; (4) a reduction in the Participant's base salary; or (5) A material reduction in retirement, health insurance and life insurance benefits provided to the Participant in the aggregate, other than in connection with a reduction in benefits generally applicable to senior executives of the Company. Transferring a Participant's employment to a successor in connection with a merger, consolidation, sale of assets or business combination involving the Company or an affiliate of the 5 Company or any similar corporate transaction is not itself Good Reason to terminate employment under this Plan, provided, however, that subparagraphs (v)(i) and (v)(ii) above will continue to apply to a Participant's employment by the successor. An event or action by the Company will not give the Participant grounds to voluntarily resign for Good Reason unless (A) the Participant gives the Company written notice within 30 days after the initial existence of the event or action that the event or action by the Company would give the Participant grounds to so terminate employment; (B) the event or action is not reversed, remedied, or cured, as the case may be, by the Company as soon as possible but in no event later than within 30 days of receiving written notice from the Participant; and (C) the Participant terminates employment within 90 days after the initial occurrence of the event or action. View More

Voluntary Resignation for Good Reason. A Voluntary Resignation for Good Reason shall mean a timely voluntary resignation by Officer following the existence of any one of the following conditions or events, provided that, within sixty (60) days of the initial existence of such condition or event, the Officer provides Company thirty (30) days notice of such existence, during which period the Company's may cure the condition or event: (i) a material change in Officer's position, duties, or responsibilities, without... Officer's consent, which results in a material reduction of Officer's level of responsibility, or the assignment of duties and responsibilities which are materially inconsistent with Officer's position or responsibilities, given the size and complexity of the post-merger company compared to the pre-merger Company; (ii) a material reduction by the Company in the Officer's annual salary then in effect, without Officer's consent, except for an across the board pay cut of up to 10% or 20% for persons at the officer level; (iii) a material reduction without the Officer's consent in the level of profit sharing (or bonus), except if such change is consistent with similarly situated officers and employees of the Company; (iv) a re-assignment of Officer's primary place of employment to a location that is outside the Bay Area or outside Silicon Valley which may materially and adversely affect the Officer's commute based on Officer's principal place of employment immediately prior to the time such reassignment is announced. Officer's resignation shall be timely if it occurs within four weeks of the expiration of the notice period. View More

Voluntary Resignation for Good Reason. A voluntary resignation by Executive "Good Reason" shall mean a voluntary resignation by Executive following any one of the following events, provided Executive provides Company with notice of such termination no later than thirty (30) days following the date Executive has actual knowledge of any one of the following events and such event(s) is not fully corrected or otherwise remedied in all material respects by the Company within 30 days following its receipt of such notice from Executive:... (i) a material change in Executive's position, title, duties, or responsibilities, without Employee's consent, which results in a material reduction of Executive's level of responsibility, the assignment of duties and responsibilities which are materially inconsistent with Executive's position or responsibilities, or the removal of the Executive from or failure to reelect the Executive to any of such positions, except in connection with the termination of employment for Cause; (ii) a reduction by the Company in the Executive's annual salary then in effect, without Executive's consent, other than a reduction similar in percentage to a reduction generally applicable to similarly situated employees of the Company; (iii) a material reduction without the Executive's consent in the kind or level of benefits provided to Executive under any benefit plan of the Company in which the Executive is participating or deprive the Executive of any material fringe benefit enjoyed by the Executive, except those changes generally affecting similarly situated employees of the Company. 2 View More

Voluntary Resignation for Good Reason. Means Executive's resignation as a result of a Good Reason Condition in accordance with this subsection (i). In order for a resignation to constitute a Voluntary Resignation for Good Reason, Executive must provide written notice to the Company of the existence of the Good Reason Condition within thirty (30) days of the initial existence of such Good Reason Condition. Upon receipt of such notice of the Good Reason Condition, the Company will be provided with a period of thirty (30) days during... which it may remedy the Good Reason Condition and not be required to provide for the payments and benefits described in Sections 3 or 4 as a result of such proposed resignation due to the Good Reason Condition specified in the notice. If the Good Reason Condition is not remedied within the period specified in the preceding sentence, Executive may resign for Good Reason based on the Good Reason Condition specified in the notice, provided that such resignation must occur within sixty (60) days after the initial existence of such Good Reason Condition. View More