By the Company Without Cause or Resignation by Executive for Good Reason. (i) If Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive:
(A) the Accrued Rights;
(B) subject to Executive's continued compliance with the provisions of Sections 9 and 10, payment, within 60 days of the date of termination of Executive's employment, of a lump sum equal to three times the sum of Executive's Base Salary and Base Bonus; and
(C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously vested. Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or by Executive's resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement.
(ii) For purposes of this Agreement, "Good Reason" shall mean, without Executive's consent, (A) the failure of the Company to pay or cause to be paid Executive's Base Salary or Annual Bonus, when due hereunder, (B) any substantial and sustained diminution in Executive's authority or responsibilities from those described in Section 2 hereof or (C) relocation of Executive's principal place of business by more than 30 miles, provided that relocation to St. Louis, MO or Greenwich, CT shall not constitute Good Reason; provided that the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the 90th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.
By the Company Without Cause or Resignation by Executive for Good Reason. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation for Good Reason.
(ii) For purposes of this Agreement,
By the Company Without Cause or Resignation by Executive for Good Reason. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation for Good Reason.
(ii) For purposes of this Agreement, “Good Reason” shall mean (A) the failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder or (B) any substantial diminution in Executive’s authority or responsibilities from those described in Section 2 hereof, (C) the requirement by the Company that Executive’s principal office be located outside the greater Baltimore, Maryland metropolitan area or (D) any failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the business or assets of the Company upon a merger, consolidation, sale or similar transaction (other than an assumption that occurs by operation of law); provided that any of the events described in clauses (A) through (D) of this Section 7(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Good Reason.
By the Company Without Cause or Resignation by Executive for Good Reason. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation for Good Reason.
(ii) For purposes of this Agreement, “Good Reason” shall mean (A) breach by the Company of any material term of this Agreement, including but not limited to the failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder, and (B) any material diminution in Executive’s then current authority, title, reporting relationship or responsibilities; provided that the events described in this Section 8(c)(ii) shall constitute Good Reason only if (x) Executive notifies the Company in writing that an event constituting Good Reason has occurred, which notice shall be provided within 30 days after Executive first becomes aware of the occurrence of such event constituting Good Reason, (y) the Company fails to cure such event within 30 days after receipt of the written notice from Executive, and (z) Executive resigns employment within 30 days following expiration of the Company’s cure period.
By the Company Without Cause or Resignation by Executive for Good Reason. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation for Good Reason.
(ii) For purposes of this Agreement, “Good Reason” shall mean (A) the failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder or a reduction in the Base Salary or Target Annual Bonus from the levels set forth in Sections 3 and 4, respectively (other than any across the board reduction in Base Salary and/or Annual Bonus of 15% or less which similarly affects the four other highest paid executive officers of the Company as of the date hereof, to the extent they are then employed by the Company) (B) any substantial and sustained diminution in Executive’s title, authority or responsibilities from those described in Section 2 hereof or (C) any relocation of Executive’s principal place of employment by more than 50 miles from the Company’s current offices in Ann Arbor, Michigan, without Executive’s consent; provided that either of the events described in clauses (A) and (B) of this Section 7(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that “Good Reason” shall cease to exist for an event on the 60th day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.
By the Company Without Cause or Resignation by Executive for Good Reason. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation for Good Reason.
(ii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or by Executive’s resignation for Good Reason, and subject to the conditions described below, Executive shall be entitled to receive:
(A) at the times set forth in Section 7(a)(iii) hereof, the Accrued Obligations;
(B) payment of an amount equal to 1.5 times the Base Salary in effect at the time of termination, payable in equal installments in accordance with regular payroll procedures established by the Company, over a 12-month period beginning with the first payroll date that occurs on or after the sixtieth (60th) day following the date on which the Employment Term and Executive’s employment hereunder terminated;
(C) a pro rata portion of the Annual Bonus for the remainder of the calendar year in which the Employment Term and Executive’s employment hereunder is terminated, calculated by taking the product of (1) Executive’s Annual Bonus that he would have actually earned for the fiscal year in which the Employment Term and Executive’s employment hereunder is terminated, had his employment with the Company continued through the end of such calendar year (based upon the extent to which the performance goals for the year are met, but without any exercise of negative discretion), multiplied by (2) a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the year in which the Employment Term and Executive’s employment hereunder is terminated and the denominator of which is 365. The amount due under this sub-paragraph (C), if any, shall be payable as and when the Annual Bonus would have been payable to Executive had the Employment Term and Executive’s employment hereunder not terminated; and
(D) either, as determined in the Company’s sole and absolute discretion, (i) the cost of Executive’s and any dependents’ coverage under COBRA under the Company’s health plan then in effect for the 18-month period following the effective date of termination of Executive’s employment hereunder by the Company without Cause or by Executive’s resignation for Good Reason, or (ii) a lump sum cash payment directly to Executive or Executive’s estate (as the case may be) equal to the cost of Executive’s and any dependents’ coverage under COBRA under the Compan...
By the Company Without Cause or Resignation by Executive for Good Reason. (i) The Employment Term and Executive's employment hereunder may be terminated by the Company without Cause (which (x) shall include the Company's election not to extend the Employment Term pursuant to Section 1 of this Agreement and (y) shall not include a termination due to death or Disability) or by Executive's resignation for Good Reason (each, a "Qualifying Termination").
(ii) For purposes of this Agreement, "Good Reason" shall mean (A) the failure of the Company to pay or cause to be paid Executive's Base Salary or Annual Bonus (to the extent earned in accordance with the terms of any applicable annual bonus or annual incentive arrangement), if any, when due or (B) any substantial and sustained diminution in Executive's authority or responsibilities; provided that either of the events described in clauses (A) and (B) of this Section 7(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the 60th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.
By the Company Without Cause or Resignation by Executive for Good Reason. (i) The Employment Term and Executive's employment hereunder may be terminated by the Company without Cause (which (x) shall include the Company's election not to extend the Employment Term pursuant to Section 1 of this Agreement and (y) shall not include a termination due to death or Disability) or by Executive's resignation for Good Reason (each, a "Qualifying Termination").
(ii) For purposes of this Agreement, "Good Reason" shall mean (A) the failure of the Company to pay or cause to be paid Executive's Base Salary or Annual Bonus (to the extent earned in accordance with the terms of any applicable annual bonus or annual incentive arrangement), if any, when due or (B) any substantial and sustained diminution in Executive's authority or responsibilities; provided that either of the events described in clauses (A) and (B) of this Section 7(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided, further, that "Good Reason" shall cease to exist for an event on the 60th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such date..
By the Company Without Cause or Resignation by Executive for Good Reason. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation for Good Reason.
(ii) For purposes of this Agreement, “Good Reason” shall mean, without Executive’s consent, (i) a substantial diminution in Executive’s position or duties, material adverse change in reporting lines, or assignment of duties materially inconsistent with his position or (ii) any reduction in Executive’s base salary and/or material reduction in employee benefits in the aggregate provided to Executive (excluding any general salary reduction or reduction in employee benefits similarly affecting substantially all other senior executives of the Company as a result of a material adverse change in the Company’s prospects or business), in each case which is not cured within 30 days following the Company’s receipt of written notice from the Executive describing the event constituting Good Reason.
By the Company Without Cause or Resignation by Executive for Good Reason. (i) The Employment Term and Executive's employment hereunder may be terminated by the Company without Cause or by Executive's resignation for Good Reason.
(ii) For purposes of this Agreement, "Good Reason" shall mean (A) any reduction in Executive's Base Salary or Annual Bonus opportunity or (B) any substantial diminution in Executive's position or duties, adverse change in reporting lines or assignment of duties materially inconsistent with Executive's position (other than in connection with an increase in responsibility or a promotion); provided that the events described in clauses (A) and (B) of this Section 7(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Good Reason.
