Voluntary Termination For Good Reason

Example Definitions of "Voluntary Termination For Good Reason"
Voluntary Termination For Good Reason. Shall mean Executive voluntarily resigns after the occurrence of any of the following (i) without Executive's express written consent, a material reduction of Executive's duties, title, authority or responsibilities, relative to Executive's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Executive of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or... responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the senior vice-president of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a "Voluntary Termination for Good Reason;" (ii) without Executive's express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to Executive immediately prior to such reduction; (iii) a reduction by the Company in the base salary of Executive as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which Executive was entitled immediately prior to such reduction with the result that Executive's aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 8(a) below; or (vi) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of Executive. View More Arrow
Found in PC TEL INC contract
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Voluntary Termination For Good Reason. Shall mean the Executive voluntarily resigns after the occurrence of any of the following (i) without the Executive's express written consent, a material reduction of the Executive's duties, title, authority or responsibilities, relative to the Executive's duties, title, authority or responsibilities as in -4- effect immediately prior to such reduction, or the assignment to the Executive of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties,... title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the senior vice-president of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a "Voluntary Termination for Good Reason;" Reason"; (ii) without the Executive's express written consent, a material reduction, without good business reasons, of the facilities and or perquisites (including office space and location) available to the Executive immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Executive as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Executive was entitled immediately prior to such reduction with the result that the Executive's aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Executive to a facility or a location outside Santa Clara, Alameda or San Mateo counties, without the Executive's express written consent; or (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 8(a) below; 6(a) below. In addition, upon any such voluntary termination the Executive must provide notice to the Company of the existence of the one or (vi) any act or set more of facts or circumstances which would, under California case law or statute constitute a constructive termination the above conditions within ninety (90) days of Executive. its initial existence and the Company must be provided at least thirty (30) days to remedy the condition. View More Arrow
Found in 3PAR Inc. contract
Voluntary Termination For Good Reason. Shall mean the Executive voluntarily resigns after the occurrence of any of the following (i) without the Executive's express written consent, a material reduction of the Executive's duties, title, authority or responsibilities, relative to the Executive's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to the Executive of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, ... class="diff-color-red">title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the senior vice-president of a business unit of the Company remains as such following a Change of Control) shall -4- not by itself constitute grounds for a "Voluntary Termination for Good Reason;" Reason"; (ii) without the Executive's express written consent, a material reduction, without good business reasons, of the facilities and or perquisites (including office space and location) available to the Executive immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Executive as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Executive was entitled immediately prior to such reduction with the result that the Executive's aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Executive to a facility or a location outside Santa Clara, Alameda or San Mateo counties, without the Executive's express written consent; or (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 8(a) below; 6(a) below. In addition, upon any such voluntary termination the Executive must provide notice to the Company of the existence of the one or (vi) any act or set more of facts or circumstances which would, under California case law or statute constitute a constructive termination the above conditions within ninety (90) days of Executive. its initial existence and the Company must be provided at least thirty (30) days to remedy the condition. View More Arrow
Found in 3PAR Inc. contract
Voluntary Termination For Good Reason. Shall mean the Executive voluntarily resigns after the occurrence of any of the following (i) without the Executive's express written consent, a material reduction of the Executive's duties, title, authority or responsibilities, relative to the Executive's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Executive of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title,... authority or responsibilities solely by virtue of the Company being acquired and made part of a -5- larger entity (as, for example, when the senior vice-president of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a "Voluntary Termination for Good Reason;" (ii) without the Executive's express written consent, a material reduction, without good business reasons, of the facilities and or perquisites (including office space and location) available to the Executive immediately prior to such reduction; (iii) a material reduction by the Company in the base salary of the Executive as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Executive was entitled immediately prior to such reduction with the result that the Executive's aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Executive to a facility or a location outside Santa Clara, Alameda or San Mateo counties without the Executive's express written consent; or (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 8(a) below; 9 below. In addition, upon any such voluntary termination the Executive must provide notice to the Company of the existence of the one or (vi) any act or set more of facts or circumstances which would, under California case law or statute constitute a constructive termination the above conditions within ninety (90) days of Executive. its initial existence and the Company must be provided at least thirty (30) days to remedy the condition. View More Arrow
Found in 3PAR Inc. contract
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Voluntary Termination For Good Reason. Shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee's express written consent, a material reduction of the Employee's duties, title, authority or responsibilities, relative to the Employee's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title,... authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a "Voluntary Termination for Good Reason;" (ii) without the Employee's express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee's aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee's then present location, without the Employee's express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee. View More Arrow
Found in PALM INC contract
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Voluntary Termination For Good Reason. Shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee's express written consent, a material reduction of the Employee's duties, title, authority or responsibilities, relative to the Employee's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title,... authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, (e.g., when the Senior Vice-President of a business unit Chief Financial Officer of the Company remains as such following a Change of Control) Control and is not made the Chief Financial Officer of the acquiring corporation) shall not by itself constitute grounds for a "Voluntary Termination for Good Reason;" Reason"; (ii) without the Employee's express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) consent a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee's aggregate benefits package is materially reduced (other greater than a reduction that generally applies to Company employees); (v) ten percent (10%); (iii) the relocation of the Employee to a facility or a location more than thirty-five (35) forty-five (45) miles from the Employee's then present location, without the Employee's express written consent; (vi) location of employment; or (iv) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee. 5(a) below. View More Arrow
Found in Spansion Inc. contract
Voluntary Termination For Good Reason. Shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee's express written consent, consent (i) a material reduction of the Employee's duties, title, authority or responsibilities, relative to the Employee's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties,... title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a "Voluntary Termination for Good Reason;" (ii) without the Employee's express written consent, a material reduction, without good business reasons, of 5 the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee's aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a working location more than thirty-five (35) miles from the Employee's then present location, without the Employee's express written consent; facility or working location at such time; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; (vii) the requirement by the Company or (vii) any successor to the Company that the Employee devote more than fifty percent of his time to the Company's (or its successor's) business; (viii) the breach by the Company of this Agreement, the Employee's Offer Letter or Severance Agreement; or (ix) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee. View More Arrow
Found in PALM INC contract
Voluntary Termination For Good Reason. Shall mean the Employee voluntarily resigns after the occurrence of any of the following following: (i) without the Employee's express written consent, a material reduction of the Employee's duties, title, authority or responsibilities, relative to the Employee's duties, title, authority or responsibilities as in effect immediately prior to such reduction, reduction (including a material reduction occurring through a series of immaterial reductions that constitute, in the aggregate, a material... reduction) or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a "Voluntary Termination for Good Reason;" (ii) without the Employee's express written consent, a material reduction, without good business reasons, reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; reduction (including a material reduction occurring through a series of immaterial reductions that constitute, in the aggregate, a material reduction), other than a reduction generally applicable to all senior management of the Company; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee's aggregate benefits package is materially reduced (including a material reduction occurring through a series of immaterial reductions that constitute, in the aggregate, a material reduction) (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) fifty (50) miles from the Employee's then present location, without the Employee's express written consent; provided, however, that Employee's relocation to the Company's Marlborough, Massachusetts facility shall not constitute grounds for a Voluntary Termination for Good Reason; or (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute would constitute a constructive termination of the Employee. Employee under Massachusetts law. View More Arrow
Found in 3COM CORP contract
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Voluntary Termination For Good Reason. Means the Executive voluntarily resigns from employment with the Company within sixty (60) days of one or more of the following events which occurs without the Executive's consent and which remains uncured thirty (30) days after the Executive's delivery to the Company of written notice thereof: (i) a material reduction in Executive's duties and responsibilities as an executive of the business unit or group that was formerly part of the Company; provided, however, that a reduction in... Executive's duties or responsibilities solely by virtue of the Company's being acquired and becoming part of a larger entity (e.g., when the Executive continues to have the same duties and responsibilities, following a Change of Control, for the business unit or group that was formerly part of the Company, but does not have similar duties and responsibilities for the acquiring company) shall not by itself constitute Voluntary Termination for Good Reason; and, provided further, that a Voluntary Termination for Good Reason shall be deemed to occur if during the one hundred twenty (120) days prior to the occurrence of a Change of Control a change in duties or responsibilities has occurred; (ii) a material reduction by the Company in Executive's base salary in effect immediately prior to such reduction, except in connection with a reduction in salary affecting all senior management employees of the Company; 4 (iii) the Company's material breach of any of its obligations under the offer letter agreement between the Company and the Executive, and (iv) a relocation of the Executive without his or her written consent, to a facility or location fifty (50) miles from the Company's current headquarters in Sunnyvale, CA. View More Arrow
Found in Spansion Inc. contract
Voluntary Termination For Good Reason. Means the Executive voluntarily resigns from employment with the Company within sixty (60) days of one or more of the following events which occurs without the Executive's consent and which remains uncured thirty (30) days after the Executive's delivery to the Company of written notice thereof: (i) a material reduction in Executive's authority, title, duties and responsibilities as an [insert executive of the business unit or group that was formerly part of the Company; provided, however, that... a reduction in Executive's duties or responsibilities solely by virtue of the Company's being acquired and becoming part of a larger entity (e.g., when the Executive continues to have the same duties and responsibilities, following a Change of Control, for the business unit or group that was formerly part of the Company, but does not have similar duties and responsibilities for the acquiring company) shall not by itself constitute Voluntary Termination for Good Reason; and, provided further, that a Voluntary Termination for Good Reason shall be deemed to occur if during the one hundred twenty (120) days prior to the occurrence of a Change of Control a change in duties or responsibilities has occurred; officer title]; (ii) a material reduction by the Company in Executive's base salary in effect immediately prior to such reduction, except in connection with a reduction in salary affecting all senior management employees of the Company; 4 (iii) the Company's material breach of any of its obligations under the offer letter agreement between the Company and the Executive, and (iv) a relocation of the Executive without his or her written consent, to a facility or location fifty (50) miles from the Company's current headquarters in Sunnyvale, CA. View More Arrow
Found in Spansion Inc. contract
Voluntary Termination For Good Reason. Means the Executive voluntarily resigns from employment with the Company within sixty (60) thirty (30) days of one or more of the following events which occurs without the Executive's consent and which remains uncured thirty (30) days after the Executive's delivery to the Company of written notice thereof: (i) a material reduction in Executive's duties and responsibilities as an executive of the Company or the segment, business unit or group that is or was formerly part of the Company;... provided, however, that a reduction in Executive's duties or responsibilities solely by virtue of the Company's being acquired and becoming part of a larger entity (e.g., when the Executive continues to have the same duties and responsibilities, following a Change of Control, for the segment, business unit or group that was formerly part of the Company, but does not have similar duties and responsibilities for the acquiring company) shall not by itself constitute Voluntary Termination for Good Reason; Reason provided the Executive's scope of responsibilities, reporting duties and access to senior management remain substantially similar; and, provided further, that a Voluntary Termination for Good Reason shall be deemed to occur if during the one hundred twenty (120) days prior to the occurrence of a Change of Control a change material reduction in Executive's duties or and responsibilities has occurred; occurred and Executive resigns within thirty (30) days after the Change of Control; 5 (ii) a material reduction by the Company in Executive's base salary salary, target bonus opportunity or equity compensation in effect immediately prior to such reduction, except in connection with a reduction in salary affecting all senior management employees of the Company; 4 reduction; and (iii) the Company's material breach of any of its obligations under the offer letter agreement between the Company and the Executive, and (iv) a relocation of the Executive without his or her written consent, to a facility or location more than fifty (50) miles from the Company's current headquarters in Sunnyvale, CA. Executive's office immediately prior to the Change of Control. View More Arrow
Found in AMCOL INTERNATIONAL CORP contract
Voluntary Termination For Good Reason. Means the Executive voluntarily resigns from employment with the Company within sixty (60) thirty (30) days of one or more of the following events which occurs without the Executive's consent and which remains uncured thirty (30) days after the Executive's delivery to the Company of written notice thereof: (i) a material reduction in Executive's duties and responsibilities as an executive of the Company or the segment, business unit or group that is or was formerly part of the Company;... provided, however, that a reduction in Executive's duties or responsibilities solely by virtue of the Company's being acquired and becoming part of a larger entity (e.g., when the Executive continues to have the same duties and responsibilities, following a Change of Control, for the segment, business unit or group that was formerly part of the Company, but does not have similar duties and responsibilities for the acquiring company) shall not by itself constitute Voluntary Termination for Good Reason; Reason provided the Executive's scope of responsibilities, reporting duties and access to senior management remain substantially similar; and, provided further, that a Voluntary Termination for Good Reason shall be deemed to occur if during the one hundred twenty (120) days prior to the occurrence of a Change of Control a change material reduction in Executive's duties or and responsibilities has occurred; occurred and Executive resigns within thirty (30) days after the Change of Control; (ii) a material reduction by the Company in Executive's base salary salary, target bonus opportunity or equity compensation in effect immediately prior to such reduction, except in connection with a reduction in salary affecting all senior management employees of the Company; 4 reduction; and (iii) the Company's material breach of any of its obligations under the offer letter agreement between the Company and the Executive, and (iv) a relocation of the Executive without his or her written consent, to a facility or location more than fifty (50) miles from the Company's current headquarters in Sunnyvale, CA. Executive's office immediately prior to the Change of Control. View More Arrow
Found in AMCOL INTERNATIONAL CORP contract
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Voluntary Termination For Good Reason. Means the Executive's termination of his employment hereunder on account of (i) the Company's material breach of the terms of this Agreement or a direction from the Board that the Executive act or refrain from acting which in either case would be unlawful or contrary to a material and written Company policy, (ii) a material diminution in the Executive's duties, functions and responsibilities to the Company and its affiliates without the Executive's consent or the Company preventing the... Executive from fulfilling or exercising his material duties, functions and responsibilities to the Company and its affiliates without the Executive's consent, (iii) a material reduction in the Executive's Base Salary or Annual Bonus opportunity or (iv) a requirement that the Executive relocate his employment more than fifty (50) miles from the location of the Executive's principal office on the date of this Agreement, without the consent of the Executive. The Executive's resignation shall not be deemed a "Voluntary Termination for Good Reason" unless the Executive gives the Board written notice (delivered within thirty (30) days after the Executive knows of the event, action, etc. that the Executive asserts constitutes Good Reason), the event, action, etc. that the Executive asserts constitutes Good Reason is not cured, to the reasonable satisfaction of the Executive, within thirty (30) days after such notice and the Executive resigns effective not later than thirty (30) days after the expiration of such cure period. View More Arrow
Found in Summit Hotel OP, LP contract
Voluntary Termination For Good Reason. Means the Executive's termination of his employment hereunder on account of (i) (x) the Company's material breach of the terms of this Agreement or a direction from the Board that the Executive act or refrain from acting which in either case would be unlawful or contrary to a material and written Company policy, policy and (y) that in either case is described in a written notice from the Executive to the Board (delivered within sixty (60) days after the Executive knows of the Company's alleged... breach or receipt of a direction from the Board, as applicable) and (z) that is not cured, to the reasonable satisfaction of the Executive, within thirty (30) days after such notice is received by the Board, (ii) a demotion of the Executive, a material diminution in the Executive's duties, functions and responsibilities to the Company and its affiliates without the Executive's consent or the Company preventing the Executive from fulfilling or exercising his material duties, functions and responsibilities to the Company and its affiliates without the Executive's consent, (iii) a material reduction in the Executive's Base Salary or Annual Bonus opportunity or (iv) a requirement that the Executive relocate his employment more than fifty (50) thirty (30) miles from the location of the Executive's principal office on the date of this Agreement, without the consent of the Executive. The Executive's resignation shall not be deemed a "Voluntary Termination for Good Reason" unless the Executive gives the Board written notice (delivered within thirty (30) days after the Executive knows of the event, action, etc. that the Executive asserts constitutes Good Reason), the event, action, etc. that the Executive asserts constitutes Good Reason is not cured, to the reasonable satisfaction of the Executive, within thirty (30) days after such notice and the Executive resigns effective (i) not later than thirty (30) days after the expiration of such the cure period. period described in clause (i) of the preceding sentence or (ii) not later than sixty (60) days after the event or act described in clause (ii), (iii) or (iv) of the preceding sentence. View More Arrow
Found in INNKEEPERS USA TRUST contract
Voluntary Termination For Good Reason. Means the Executive's termination of his employment hereunder on account of (i) (x) the Company's material breach of the terms of this Agreement or a direction from the Board that the Executive or a more senior officer to act or refrain from acting which in either case would be unlawful or contrary to a material and written Company policy, policy and (y) that in either case is described in a written notice from the Executive to the Board (delivered within sixty (60) days after the Executive... knows of the Company's alleged breach or receipt of a direction from the Board or more senior officer, as applicable) and (z) that is not cured, to the reasonable satisfaction of the Executive, within thirty (30) days after such notice is received by the Board, (ii) a demotion of the Executive or a material diminution in the Executive's duties, functions and responsibilities to the Company and its affiliates without the Executive's consent or the Company preventing the Executive from fulfilling or exercising his material duties, functions and responsibilities to the Company and its affiliates without the Executive's consent, (iii) a material reduction in the Executive's Base Salary or Annual Bonus opportunity or (iv) a requirement that the Executive relocate his employment more than fifty (50) thirty (30) miles from the location of the Executive's principal office on the date of this Agreement, without the consent of the Executive. The Executive's resignation shall not be deemed a "Voluntary Termination for Good Reason" unless the Executive gives the Board written notice (delivered within thirty (30) days after the Executive knows of the event, action, etc. that the Executive asserts constitutes Good Reason), the event, action, etc. that the Executive asserts constitutes Good Reason is not cured, to the reasonable satisfaction of the Executive, within thirty (30) days after such notice and the Executive resigns effective (i) not later than thirty (30) days after the expiration of such the cure period. period described in clause (i) of the preceding sentence or (ii) not later than sixty (60) days after the event or act described in clause (ii), (iii) or (iv) of the preceding sentence. View More Arrow
Found in INNKEEPERS USA TRUST contract
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Voluntary Termination For Good Reason. Shall mean Executive voluntarily resigns after the occurrence of any of the following without Executive's written consent: (i) a material diminution in Executive's base compensation; (ii) a material diminution in Executive's authority, duties or responsibilities; provided, however, that a diminution in authority, duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity shall not by itself constitute grounds for a "Voluntary Termination for Good... Reason"; (iii) a material change of at least thirty-five (35) miles in the geographic location at which Executive must perform Executive's services; or (iv) a material breach of this Agreement by the Company. Notwithstanding the foregoing, a resignation shall not constitute a "Voluntary Termination for Good Reason" unless the condition giving rise to such resignation continues more than thirty (30) days following Executive's written notice of such condition within ninety (90) days of the first occurrence of such condition. -4- View More Arrow
Found in Bayhill Therapeutics, Inc. contract
Voluntary Termination For Good Reason. Shall (g) Voluntary Termination for Good Reason. "Voluntary Termination for Good Reason" shall mean Executive Executive's voluntarily resigns resignation after the occurrence of any of the following without Executive's written consent: (i) a material diminution in Executive's base compensation; (ii) a material diminution in Executive's authority, duties or responsibilities; provided, however, that a diminution in authority, duties or responsibilities solely by virtue of the Company being... acquired and made part of a larger entity shall not by itself constitute grounds for a "Voluntary Termination for Good Reason"; (iii) a material change of at least thirty-five (35) miles in the geographic location at which Executive must perform Executive's services; or (iv) a material breach of this Agreement by the Company. Notwithstanding the foregoing, a resignation shall not constitute a "Voluntary Termination for Good Reason" unless the condition giving rise to such resignation continues more than thirty (30) days following Executive's written notice of such the condition within ninety (90) days of the first occurrence of such condition and Executive's termination occurs within one hundred eighty (180) days following the first occurrence of such condition. -4- View More Arrow
Found in CODEXIS INC contract
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Voluntary Termination For Good Reason. Shall mean the Executive voluntarily resigns after the occurrence of any of the following (i) without the Executive's express written consent, a material reduction of the Executive's duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (e.g., when the Chief Financial Officer of the Company remains as such following a Change of Control and... is not made the Chief Financial Officer of the acquiring corporation) shall not by itself constitute grounds for a "Voluntary Termination for Good Reason"; (ii) without the Executive's express written consent a reduction in the base salary of the Executive greater than ten percent (10%); (iii) the relocation of the Executive to a facility or a location more than forty-five (45) miles from the Executive's then present location of employment; or (iv) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 5(a) below. The Executive and the Company intend the foregoing definition to comply with the requirements of Treasury Regulation Section 1.409A-1(n) and hereby agree that such definition shall be interpreted in a manner consistent with such requirements. View More Arrow
Found in Spansion Inc. contract
Voluntary Termination For Good Reason. Shall mean Means the Executive voluntarily resigns after the occurrence of any of the following following: (i) without the Executive's express written consent, a material reduction of the Executive's duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (e.g., when the Chief Financial Officer of the Company remains as such continues to... perform the same duties, following a Change of Control and Control, for the group that was formerly the Company, but is not made the Chief Financial Officer of the acquiring corporation) shall not by itself constitute grounds for a "Voluntary Termination for Good Reason"; (ii) without the Executive's express written consent consent, a material reduction in the base salary of the Executive greater Executive, which amount shall be not less than ten percent (10%); (10%) except where such reduction is an "across-theĀ–board" reduction applicable to all employees or all similarly-situated employees; (iii) the relocation of the Executive to a facility or a location that is both further away from where the Executive generally lives during the workweek and more than forty-five (45) miles from the Executive's then present location of employment; or (iv) the failure of the Company to obtain the assumption of this agreement Agreement by any successors contemplated in Section 5(a) below. The Executive and the Company intend the foregoing definition to comply with the requirements of Treasury Regulation Section 1.409A-1(n) and hereby agree that such definition shall be interpreted in a manner consistent with such requirements. -5- If an event noted in this Section 4(d) occurs and provides a basis for the Executive to resign pursuant to a Voluntary Termination For Good Reason, the following additional requirements shall apply: (i) the Executive shall give to the most senior person in charge of Human Resources, within 30 days of the occurrence of the event, at least 30 days written notice of the date that the Executive intends to terminate employment under this Section 4(d) and (ii) the Company shall have 30 days to remedy the condition or event identified in the Executive's written notice. View More Arrow
Found in Spansion Inc. contract
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Voluntary Termination For Good Reason. Shall have the meanings set forth in your Executive Change in Control Severance Benefits Agreement, dated as of [ ] (as amended from time to time)
Found in INTERSIL CORP contract
Voluntary Termination For Good Reason. Shall have the meanings set forth in your Executive Change in Control Severance Benefits Agreement, dated as of [ ] (as amended from time to time)
Found in INTERSIL CORP contract
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Voluntary Termination For Good Reason. Means the Executive's termination of his employment hereunder following an intentional breach by the Company of any material provision of this Agreement if such breach continues for a period of thirty (30) days after the board of trustees of the Company receives written notice of such breach. For purposes of this Agreement, such breaches include, but are not limited to, the following: (i) a material modification by the Company, and/or its affiliates, of the... Executive's duties, functions and responsibilities as in effect immediately before such modification without the Executive's written consent; (ii) the failure of the Company, and/or its affiliates, to permit the Executive to exercise such responsibilities as are consistent with the Executive's position and are of such a nature as are usually associated with such offices or positions of a company engaged in the same business -6- as the Company for which the Executive performs services; (iii) a requirement by the Company, and/or its affiliates, that the Executive relocate his employment more than fifty (50) miles from Palm Beach County, Florida, without the Executive's written consent; or (iv) a reduction in the Executive's Base Salary. View More Arrow
Found in INNKEEPERS USA TRUST contract
Voluntary Termination For Good Reason. "Voluntary Termination for Good Reason" means the Key Person's voluntary resignation after the initial occurrence of any of the following: (i) a material reduction of the Key Person's duties, title, authority or responsibilities (but excluding a change in reporting relationships unaccompanied by a material reduction in the Key Person's duties, title, authority or responsibilities) relative to the Key Person's ... duties, title, authority or responsibilities as in effect immediately prior to the Change of Control or immediately prior to such reduction; (ii) a material reduction by the Company in the Key Person's base salary or consultancy fees as in effect immediately prior to the Change of Control or immediately prior to such reduction; (iii) the Key Person's relocation to a facility or working location more than thirty-five (35) miles from the Key Person's facility or working location at such time; (iv) a material reduction by the Company in the aggregate level of Key Person benefits, if any, to which the Key Person was entitled immediately prior to the Change of Control or immediately prior to such reduction (other than a reduction that generally applies to Company Key Persons); (v) the failure of the Company to obtain the assumption of this Agreement by any successor contemplated in Section 6(a) below; or (vi) the material breach by the Company of this Agreement. The Key Person must provide the Company a written notice of the occurrence of the foregoing conditions no later than ninety (90) days after the initial existence of such conditions. The Company may remedy the above condition(s) during the thirty (30) day period following the receipt of such notice from the Key Person and upon so doing, a termination pursuant to a Voluntary Termination for Good Reason shall be deemed not to have occurred. View More Arrow
Found in T-REX OIL, INC. contract
Voluntary Termination For Good Reason. Means the Executive's voluntary termination of the Executive's employment with the Company or an Affiliate after any of the following are undertaken by the Company or an Affiliate without the Executive's prior written consent: (i) a reduction in the Executive's Base Salary; (ii) the assignment to the Executive of any duties or responsibilities that result in a material diminution or adverse change of the Executive's position, responsibilities, authority or circumstances of employment; or (iii)... a removal of the Executive's title or officer status. View More Arrow
Found in PINNACLE HOLDINGS INC contract
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