Common use of Involuntary Resignation Clause in Contracts

Involuntary Resignation. “Involuntary Resignation” shall mean your employment with the Company or its successor corporation is terminated due to your resignation after any of the following occurring without your express written consent: (i) a material reduction in your authority, duties, or responsibilities; provided however, that a reduction in your authority, duties, or responsibilities, solely by virtue of the Company being acquired and made a part of a larger entity and the Employee continues to have responsibility for the financial performance of the Opower division and reports to the head of such division, shall not by itself constitute ground for “Involuntary Resignation” so long as you retain similar functional responsibility as in effect immediately prior to the Triggering Event; (ii) a reduction by the Company of your base salary as in effect immediately prior to such reduction by more than 10% (unless such reduction applies generally and proportionally to all other members of the Company’s senior management); (iii) a change in the principal location at which Employee provides services to the Company to a place that is thirty-five (35) miles or more away from Employee’s then-current principal place of employment immediately prior to such relocation, provided such location is actually less convenient to Employee; or (iv) any material breach by the Company of its obligations to you under the terms of this Agreement. The conditions set forth in this paragraph will be considered an “Involuntary Resignation” only if (i) you give the Company written notice of one of the conditions described in this paragraph within thirty (30) days after the condition comes into existence; (ii) the Company fails to remedy the condition within thirty (30) days after receiving your written notice; and (iii) after the Company’s failure to remedy the condition within the previously described 30-day period, you resign from the Company within ninety (90) days after one of the following conditions has come into existence without your consent.