By Employee for Good Sample Clauses

By Employee for Good. Reason as defined below provided that written notice to the Company is delivered by the Employee prior to such termination and the termination date is no later than six months following the initial existence of the first to occur of the events in Section (vi)(b)(i), (ii) or (iii) below, in which event all compensation payable by the Company as provided in Exhibit A shall remain due and payable to Employee at such times as set forth in Exhibit A as though his employment had not been terminated thereby. The parties intend that Good Reason under this Agreement shall be treated as an involuntary separation of service within the meaning of IRS Regulation Section 1.409A-1(n)(1) and (2). Accordingly the definition of Good Reason set forth in (b) below is intended to satisfy the safe harbor definition for when a termination of employment for Good Reason will be treated as an involuntary separation of service as set froth in IRS Regulation Section 1.409A-1(n)(2)(ii).
Sample 1Sample 2
AutoNDA by SimpleDocs
By Employee for Good. Reason Upon a Change of Control. Employee may terminate, without liability, the Period of Employment for Good Reason upon a Change of Control (as defined below), provided Employee gives Employer sixty (60) days' advance written notice of the reason for termination and his intent to terminate this Agreement. During this period, Employer shall have an opportunity to correct the condition constituting Good Reason. If the condition is remedied within this period, Employee's notice to terminate shall be rescinded automatically; if not remedied, termination of the Period of Employment shall become effective upon expiration of the above notice period. In this event, Employer shall pay Employee all compensation due and owing through the last day actually worked. Employer shall also have the option, in its complete discretion, to make termination effective at any time prior to the end of the notice period, provided that Employer pays Employee all compensation due and owing through the balance of the notice period (not to exceed sixty (60) days). Employee shall be entitled to exercise his right to terminate this Agreement for Good Reason only if he gives the required notice not more than forty-five (45) days after the occurrence of the event that is the basis for the Good Reason. If Employee terminates the Period of Employment for Good Reason upon a Change of Control, Employee shall receive the following: (i) A severance payment equal to twenty-four (24) month's of the Employee's then base salary. At the discretion of the Employer, the severance payment may be made in the form of salary continuation over the equivalent pay periods that the severance covers or in a lump sum payment. (ii) A payment when due of the incentive bonus to which the Employee would have been entitled prorated based on the number of months the Employee was employed during the incentive bonus period. (iii) A payment equal to the annual incentive bonus payments received by Employee, if any, for the previous two years, divided by two. (iv) Payment of the Employee's share of health insurance premiums for a period of up to eighteen (18) months, or until Employee is eligible to participate in another Employer's plan, whichever comes first, should Employee elect to convert his health insurance benefits under COBRA.
Sample 1
By Employee for Good. Reason Executive may, by notice to Employer, at any time during the Employment Period, terminate the Employment Period under this Agreement for “Good Reason.” For the purposes hereof, Executive shall have “Good Reason” to terminate employment with Employer on account of any of the following events without Executive’s consent: (i) any reduction in the Base Salary; (ii) the failure of Employer to provide employee benefits consistent with Section 4.3, herein; (iii) any requirement by Employer that Executive report to anyone other than the Board; (iv) a change in Executive’s duties or position, or (v) a “Change of Control” (as defined below); provided however, that the circumstances set forth in this Section 5.4 shall not constitute Good Reason if within 30 days of notice by Executive, Employer cures such circumstances. Notwithstanding anything to the contrary contained in this Section 5.4, if a “Change of Control” occurs during the Employment Period, Executive may terminate for Good Reason only if Executive’s employment is not otherwise subject to a notice of termination under any other provision of this Section 5. The effective date of such termination shall be the date that is thirty (30) days following the date on which such notice is given. For purposes of this Section 5.4, a “Change in Control” shall be deemed to have taken place if any “Person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes a “beneficial owner” (as defined in Rule 13-3 under the Exchange Act), directly or indirectly, of securities of the Employer representing 50% or more of the combined voting power of Employer’s then outstanding securities eligible to vote for the election of the Board (the “Voting Securities”);’ provided, however, that the event described in this paragraph (b) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (i) any Employer or any subsidiary of Employer in which Employer owns more than 50% of the combined voting power of such entity (a “Subsidiary”), (ii) by any employee benefit plan (or related trust) sponsored or maintained by Employer or any Subsidiary, (iii) by any underwriter temporarily holding Employer’s Voting Securities pursuant to an offering of such Voting Securities, or (vi) pursuant to any acquisition by Executive or any group or persons including Executive (or any entity controll...
Sample 1

Related to By Employee for Good

  • By Employee for Good Reason Subject to compliance with the notice and opportunity for cure requirements set forth at the end of this Section 5(c), Employee may terminate [his/her] employment under this Agreement for “Good Reason” if any of the following circumstances occurs during the Retention Period without Employee’s express written consent: (i) a reduction in Employee’s base annual salary from that provided immediately before the Change in Control Date; (ii) a failure by Nordson to make available to Employee compensation plans, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; (iii) a change in the location of Employee’s principal place of employment by more than 50 miles from the location where Employee was principally employed immediately before the Change in Control Date; (iv) a significant increase in the frequency or duration of Employee’s business travel; or (v) a material and adverse change in the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer to whom Employee reports will not, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination for Good Reason based on any particular circumstance described in any of (i) through (v) of this Section 5(c) only if Employee gives notice of that intention (and of the particular circumstance on which the notice is based) not later than 90 days after Employee becomes aware of the existence of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled to terminate for Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that date.

  • By Executive for Good Reason The Executive, by written notice to the Company, may terminate Executive’s employment hereunder if a “Good Reason” exists. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following circumstances without the Executive’s prior written consent: (a) a substantial and material adverse change in the nature of Executive’s title, duties or responsibilities with the Company that represents a demotion from his title, duties or responsibilities as in effect immediately prior to such change (such change, a “Demotion”); provided, however, that in the event of a “Change in Control” (as defined below), no Demotion shall be deemed to have occurred as long as Executive shall remain as the Company’s head operational officer, notwithstanding title; (b) material breach of this Agreement by the Company; (c) a failure by the Company to make any payment to Executive when due, unless the payment is not material and is being contested by the Company, in good faith; or (d) a liquidation, bankruptcy or receivership of the Company. Notwithstanding the foregoing, no “Good Reason” shall be deemed to exist with respect to the Company’s acts described in clauses (a), (b) or (c) above, unless Executive shall have given written notice to the Company within a period not to exceed ten (10) calendar days of the initial existence of the occurrence, specifying the “Good Reason” with reasonable particularity and, within thirty (30) calendar days after such notice, the Company shall not have cured or eliminated the problem or thing giving rise to such “Good Reason”; provided, however, that no more than two cure periods shall be provided during any twelve-month period of a breach of clauses (a), (b) or (c) above. Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.6(c). “Change in Control” shall mean the acquisition, by any person or entity other than the Company and/or any officers or directors of the Company as of the date of this Agreement, of securities of the Company (in one or more transactions) having 50% or more of the total voting power of all the Company’s securities than outstanding.

  • By Employer for Cause Employer may terminate Executive's employment under this Agreement for "Cause" (and Executive's employment will be deemed to have been terminated for "Cause") if, as of the date of termination, any of the following circumstances have occurred: (i) Except as otherwise permitted by Section 2(b) hereof, Executive has refused to perform his duties as an employee of the Employer or failed to devote his entire business, time, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive has been convicted of, or entered a plea of nolo contendere to, a felony; (iii) Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with Employer, the Company or any of its Affiliates; (iv) Executive breaches any of his obligations hereunder in any material respect; (v) Executive has been grossly negligent in the performance of his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs or suffers from drug dependence or habitual insobriety; (vii) Employer materially breaches any financial covenant contained in any of its contractual obligations and such breach is not cured or waived prior to the expiration of any applicable grace or cure periods; (viii) Employer shall fail to pay the principal of, or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v), or (vi) above will be effective unless and until Executive has first been given written notice of the conduct or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured by Executive previously, Executive has failed to cure that conduct or omission within thirty (30) days following receipt of that notice by Executive. Any termination under any of clauses (ii), (iii), (vii), (viii), (ix) and (x) or subject to the exceptions provided for in the immediately preceding sentence shall be effective on such current or prospective date as may be specified by Employer when giving written notice of the termination.

  • By Employee Employee may terminate his employment at any time, for any reason, upon giving Notice of Termination.

  • Termination by Employee for Good Reason Employee may terminate his employment hereunder for "Good Reason." As used herein, "Good Reason" shall mean the continuance of any of the following after ten (10) days' prior written notice by Employee to the Company, specifying the basis for such Employee's having Good Reason to terminate this Agreement:

  • By the Executive for Good Reason The Executive may terminate his employment during the Employment Period for Good Reason. For purposes of this Agreement, "Good Reason" means the following:

  • By Employer With or without Cause (as defined below), Employer may terminate the employment of Employee at any time during the term of employment upon giving Notice of Termination (as defined below).

  • By Executive Without Good Reason The Executive may resign and terminate the Executive’s employment with the Company without Good Reason at any time “at will” upon written notice of termination to the Company.

  • Termination by Employee without Good Reason Employee may terminate Employee’s employment without Good Reason by providing the Company sixty (60) days’ written notice of such termination. In the event of a termination of employment by Employee under this Section 8(f), Employee shall be entitled only to the Accrued Obligations, and any equity awards or equity-related awards that are not vested as of the date of termination shall be cancelled. In the event of termination of Employee’s employment under this Section 8(f), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing the characterization of such termination as a termination by Employee without Good Reason. Following such termination of Employee’s employment by Employee without Good Reason, except as set forth in this Section 8(f), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

  • Termination by the Employee for Good Reason The Employee shall have the right to terminate for “Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean (i) the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, (ii) a material and adverse diminution in the Employee’s job duties, responsibilities or authority, (iii) a change in the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentence.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!