Voluntary Termination for Good Reason

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)

Voluntary Termination for Good Reason. Means Consultant's termination of this Agreement after the occurrence of any of the following: (i) any failure of the Company to pay or provide Base Compensation, perquisites or compensation of any kind as and when due under this Agreement; (ii) a material reduction in any of the benefits or perquisites provided to Consultant without Consultant's consent, even if consistent with a reduction in the same benefits and perquisites provided to all other officers of the Company; (iii) any imposition... of a requirement on Consultant to perform services for a significant portion of his time at a location other than (a) within a twenty-mile commuting distance of Jenkintown, Pennsylvania, (b) New York City, New York or (c) a location agreed to in writing by Consultant; (iv) assigning to Consultant any duty that is illegal, unethical, demeaning or otherwise inappropriate for a person performing high level activities for the Company; (v) any breach of Section 10 hereof (including, without limitation, any failure to enter into an Indemnification Agreement as required by Section 11(D) hereof), any breach of an Indemnification Agreement or any amendment to the articles/certificate of incorporation or bylaws of the Company which amendment adversely affects any limitation on Consultant's personal liability or Consultant's rights to indemnification, advancement of expenses or any similar rights or protections; (vi) any material breach of this Agreement by the Company committed intentionally or knowingly; (vii) any other material breach by the Company of this Agreement that remains uncured for more than, or is repeated after, thirty (30) days following receipt of written notice thereof from Consultant View More

Voluntary Termination for Good Reason. Shall mean a Separation from Service due to the independent exercise of the unilateral authority of a Participant to terminate his or her employment with the Company due to one the following conditions arising without the consent of the Participant: (i) A material diminution in the authority, duties, or responsibilities of the Participant or of the budget over which the Participant retains authority; (ii) A material reduction by the Company in the Participant's base salary or other... compensation; (iii) A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Participant reports; (iv) A relocation of the Participant's principal office to a location more than 50 miles from the current location of the Participant' principal office; and, (v) Any other action or inaction of the Company that constitutes a material breach by the Company of any provision of this Agreement or any other agreement under which the Participant provides services to the Company. Notwithstanding anything to the contrary in this Agreement, no Voluntary Termination for Good Reason shall occur unless (i) Participant has given written notice to the Company of the existence of a condition described in this Section 2(kk) within ninety (90) days of the initial existence of such condition and such condition has not been remedied by the Company within thirty (30) days after the receipt of such notice. View More

Voluntary Termination for Good Reason. (g) Voluntary Termination for Good Reason. "Voluntary Termination for Good Reason" shall mean Executive's voluntarily 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; (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 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. View More

Voluntary Termination for Good Reason. Means the Optionee voluntarily resigns within ninety (90) days after the occurrence of any of the following (i) without the Optionee's express written consent, a material reduction of the Optionee's duties, title, authority or responsibilities, relative to the Optionee's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Optionee 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 Chief Executive Officer of the Company remains as such following a Change of Control and is not made the Chief Executive Officer of the acquiring corporation) shall not by itself constitute grounds for a "Voluntary Termination for Good Reason;" (ii) a reduction by the Company in the base salary or annual incentive bonus of the Optionee as in effect immediately prior to such reduction; (iii) the relocation of the Optionee to a facility or a location outside of a 35 mile radius from the present facility or location, without the Optionee's express written consent; or (iv) 4 any act or set of facts or circumstances which would, under applicable case law or statute constitute a constructive termination of the Optionee. View More

Voluntary Termination for Good Reason. Executive voluntarily resigns within thirty (30) days following the expiration of any cure period (as discussed below) after the occurrence of any of the following events, without Executive's written consent: (i) a material diminution by the Company in the Base Salary of Executive as in effect immediately prior to such reduction (other than a reduction that generally applies to Company officers and/or managers); (ii) a material change in the geographic location at which Executive must perform... service (in other words, the relocation of Executive to a facility or a location more than thirty-five (35) miles from Executive's then present location); or (iii) any other action or inaction EXHIBIT 10.3 that constitutes a material breach by the Company of this Agreement. Provided, however, that before Executive's employment may be terminated by a Voluntary Termination for Good Reason, (A)Executive must provide written notice to the Company within ninety (90) days of the initial existence of the Voluntary Termination for Good Reason condition, setting forth the reasons for Executive's intention to terminate his employment as a result of a Voluntary Termination for Good Reason and (B) the Company must have an opportunity within thirty (30) days following delivery of such notice to cure the Voluntary Termination for Good Reason Condition. For the avoidance of doubt, the voluntary resignation by Executive after the occurrence of either of the following shall not constitute grounds for a "Voluntary Termination for Good Reason": (1) a 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, as a result of (i) the Company being acquired and made part of a larger entity, or (ii) a restructuring of the Company and/or its subsidiaries, or a restructuring of the Company's employees' functions, and/or reporting relationships; or (2) a material reduction, without good business reasons, of the facilities or perquisites (including office space and location) available to Executive immediately prior to such reduction. View More

Voluntary Termination for Good Reason. Means a Participant voluntarily resigns within ninety (90) days after the occurrence of any of the following, provided the Participant gives notice to the Company of such occurrence within sixty (60) days after such occurrence and the Company does not remedy the condition within thirty (30) days after the Company's receipt of such notice: (i) without the Participant's express written consent, a material reduction of the Participant's duties, title, authority or responsibilities, relative to the... Participant's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Participant 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 Chief Executive Officer of the Company remains as such following a Change of Control and is not made the Chief Executive Officer of the acquiring corporation) shall not by itself constitute grounds for a "Voluntary Termination for Good Reason;" (ii) a reduction by the Company in the base salary of the Participant as in effect immediately prior to such reduction; (iii) the relocation of the Participant to a facility or a location outside of a 35 mile radius from the present facility or location, without the Participant's express written consent; or (iv) any act or set of facts or circumstances which would, under applicable case law or statute constitute a constructive termination of the Participant. View More

Voluntary Termination for Good Reason. The Executive's termination of 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 the Executive's 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 the Executive's employment more than fifty (50) miles from the location of the Company's principal office in Austin, Texas, 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