(iii) a 50 mile or greater change in the principal geographic location at which you are required to provide services to the Company, not including business travel and short-term assignments.
“Good Reason Process” shall mean that (i) you reasonably determine in good faith that a Good Reason condition has occurred; (ii) you notify the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) you cooperate in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) you terminate your employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.”
2. Board Service. Subject to the fiduciary obligations of the Board and its committees, for as long as you serve as the Company’s Chief Executive Officer, the Company shall cause the corporate governance and nominating committee of the Board or its equivalent to nominate you for re-election as a member of the Board consistent with Board practices as and when your term as a member of the Board otherwise would expire. You agree that you shall receive no additional compensation for your service on the Board. You expressly agree to resign from the Board upon your termination of employment with the Company for any reason and you further acknowledge and agree that any payment or benefits that become due and payable under the Severance Policy are subject to your resignation from the Board as of the effective date of the applicable Termination Event thereunder, provided the Board may, in its sole and reasonable discretion, elect not to enforce such Board resignation mandate upon the ending of your employment.
3. Severance Computations. For purposes of calculating the cash compensation payable to you under Sections 5(a) and 5(b) of the Severance Policy upon any Termination Event, (a) the base salary input shall be an amount equal to the greater of (i) your base salary in effect immediately prior to the Termination Event and (ii) $250,000 and (b) the target annual bonus input shall be an amount equal to the greater of (i) your then current target bonus or (ii) $185,000.
4. Amendments. This Letter, and the Severance Policy as it applies to you which has been incorporated by reference herein (i) may be amended, superseded, cancelled, renewed, or extended, and the terms hereof may be waived, only by a written instrument signed by the parties hereto and (ii) constitutes the entire agreement between the parties relating to the matters contemplated hereby and supersedes all prior agreements, both written and oral, with respect to such subject matter.
Other than the changes noted above, all other provisions of the Severance Policy shall remain in full force and effect according to its terms.
Please indicate your agreement by countersigning a copy of this Letter and delivering it to the Company. This Letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute only one instrument. Any of such counterparts shall be sufficient for the purposes of proving the existence and terms of this Letter and no party shall be required to produce an original or all of such counterparts in making such proof. A binding and valid signature by you or the Company may be submitted by facsimile or PDF.
