(k) EPIIA means the Employee Proprietary Information and Inventions Agreement between the Company and the Executive.
(l) Good Reason means the termination of the Executives employment with any VIZIO Group member by the Executive in accordance with the last paragraph of this Section 7(l) after the occurrence of one or more of the following events without the Executives express written consent:
(i) the material reduction, without the Executives consent, in the Executives Base Salary (other than a reduction in Base Salary implemented as part of a decrease of base compensation of all officers of the applicable VIZIO Group member, and then by no greater percentage as the percentage decrease in the base compensation of all such officers);
(ii) the material diminution, without the Executives consent, of the Executives authority, duties, responsibilities, or title (other than a temporary suspension of authority, duties or responsibilities due to the Executives illness or disability, or an investigation of misconduct), or the assignment to the Executive, without the consent of the Executive, of any duties materially inconsistent with the Executives position, authority, duties or responsibilities (including status, offices, titles and reporting requirements);
(iii) the applicable VIZIO Group members material breach of the Employment Agreement;
(iv) the failure of any successor to the Company (whether by merger, acquisition, consolidation, reorganization or otherwise) to assume, upon the successor becoming such, the obligations of the Company hereunder; and/or
(v) a material change in the geographic location of the Executives principal place of employment to a location more than 50 miles from the Companys Irvine, California offices.
For purposes of interpreting Section 7(l)(ii), following a Change in Control, the Executive will have experienced a material diminution in his or her authority, duties or responsibilities if he or she does not serve in the capacity with titles and offices of the Ultimate Parent Entity that are comparable to those set forth in the Employment Agreement and his or her duties or authority is not customary for that position (or an equivalent position, and the duties and authority customary for that position).
The Executives resignation will only constitute a resignation for Good Reason hereunder if (x) the Executive provides the Company with a written notice of termination within 60 days following the initial existence of the action or event that the Executive believes gives rise to Good Reason, (y) the applicable VIZIO Group member has failed to cure the same within 30 Business Days of its receipt of such notice (or, if able to be cured and the cure reasonably requires longer than 30 Business Days, then within such longer reasonable period, provided the
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