Revoking Resolution definition
Revoking Resolution means a duly adopted resolution of the Company’s board of directors, or any committee thereof, specifically declaring that this Addendum is revoked. A Revoking Resolution may only be adopted before the earlier to occur of (i) execution and delivery of a definitive binding agreement providing for a Change in Control that is concurrently or subsequently consummated, and (ii) a duly adopted resolution of the Company’s board of directors or any committee thereof authorizing or recommending a Change in Control that is subsequently consummated. Further, a Revoking Resolution may only be adopted (i) within 90 days following any event that would constitute Cause for termination of Optionee’s employment (even if Optionee’s employment is not terminated); (ii) in connection with and within 90 days following a reduction in Optionee’s title, compensation, or responsibilities, provided that reductions in title, compensation, or responsibilities that are commensurate with similar reductions applicable to management level employees generally will not serve as the basis for a Revoking Resolution; or (iii) within 90 days following Optionee’s failure to achieve reasonable documented performance requirements.