By the Employee for Good Reason. Employee’s employment may be terminated by the Employee for Good Reason (as hereinafter defined). For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without the Employee’s prior written consent: (i) a material reduction of Employee’s duties, position, job title, or responsibilities; (ii) a reduction of Employee’s base salary or total compensation package; (iii) Employee being forced to relocate; or (iv) the Company requires Employee to perform illegal or fraudulent acts. However, none of the foregoing events or conditions shall constitute Good Reason unless: (x) the Employee delivers to the Company a written notice identifying in reasonable detail the act or acts constituting “Good Reason” and his intention to so terminate his employment (a “Notice of Good Reason”), within fifteen (15) days following the Employee’s knowledge of the circumstances constituting “Good Reason;” (y) the Company does not reverse or otherwise cure the event or condition within fifteen (15) days after the date that the Notice of Good Reason is delivered; and (z) the Employee resigns his employment no earlier than five (5) and no later than fifteen (15) days following the expiration of that cure period. If the Employee terminates his employment for Good Reason (other than by reason of death or Disability), Employee shall be entitled to receive: (i) the Accrued Rights following the date of such termination; and (ii) subject to Employee’s execution (within thirty (30) days following the date of termination) and non-revocation of a release of claims in favor of the Company in a form provided by the Company (which release excludes from its scope claims under any continuing right under any benefit or stock option plan or agreement), a payment equal to the amount of Employee’s then current Base Salary that would have been payable over a three (3) month period following the date of such termination, payable monthly in accordance with the Company’s normal payment schedule and practices beginning on the next regular payroll distribution after the date that the release of claims becomes irrevocable, and all previously granted unvested options shall cease vesting upon the date of such termination. Following Employee’s termination of employment by the Employee for Good Reason (other than by reason of death or Disability), except as set forth in this Section 4(d), Employee shall have no further rights to any compensation or benefits from the Company o...
By the Employee for Good Reason. The Employee may terminate Employee’s employment hereunder for Good Reason (i) by providing notice to the Company specifying in reasonable detail the condition giving rise to the Good Reason no later than thirty (30) days following the occurrence of that condition; (ii) by providing the Company a period of thirty (30) days to remedy the condition and so specifying in the notice; and (iii) by terminating Employee’s employment for Good Reason within thirty (30) days following the expiration of the period to remedy if the Company fails to remedy the situation.
By the Employee for Good Reason. The Employee may terminate employment hereunder for Good Reason upon notice to the Company setting forth in reasonable detail the nature of such Good Reason. The following shall constitute Good Reason for termination by the Employee: (i) failure of the Company to continue the Employee in his/her executive position; (ii) a change adverse to the Employee in the Employee's primary reporting relationship; (iii) material diminution in the nature or scope of the Employee's responsibilities, duties or authority; (iv) material failure of the Company to provide the Employee base salary and benefits in accordance with the terms of Sections 4 and 5 hereof; or (v) a permanent transfer of the Employee to a work site more than twenty-five miles distant from his/her work site on the Effective Date. In the event of termination in accordance with this Section 6.e, the Company shall provide the Employee base salary and health insurance benefits in accordance with Section 6.d hereof, provided that the Employee executes the Employee Release within twenty-one (21) days of his/her notice of termination of employment and provided further that the Employee does not timely revoke the Employee Release.
By the Employee for Good Reason. The Employee may terminate -------------------------------- employment hereunder for Good Reason at any time by providing prompt written notice to the Company within a reasonable time after the occurrence of the event(s) constituting such Good Reason. For purposes of this Agreement, "Good Reason" means only one or more of the following:
By the Employee for Good Reason. The Employee may terminate such employment for an applicable Good Reason, subject to the process described in the Good Reason definition in Section 7.
By the Employee for Good Reason. The Employee may terminate his employment hereunder for Good Reason, upon notice to the Company setting forth in reasonable detail the nature of such Good Reason. The following shall constitute Good Reason for termination by the Employee: failure of the Company to provide the Employee the Base Salary and benefits in accordance with the terms of Section 4 hereof, excluding an inadvertent failure which is cured within ten business days following notice by the Employee specifying in reasonable detail the nature of such failure. In the event of such termination, the Company shall have no further obligation to the Employee, other than for payment of Final Compensation and Severance provided that the Employee executes an effective Release of Claims.
By the Employee for Good Reason. The Employee may terminate this Agreement for Good Reason (as defined below), upon thirty (30) days’ prior written notice of termination by the Employee to the Employer, which notice expressly states that the Employee is terminating this Agreement and the Employee’s employment pursuant hereto for Good Reason, setting forth, with reasonable particularity, the grounds for such Good Reason; provided, however, such termination shall not occur if the Employer shall cure or correct the circumstances or events upon which such Good Reason is based prior to the expiration of such thirty (30) day period. For purposes hereof, the term “Good Reason” shall mean, without the express written consent of the Employee:
By the Employee for Good Reason. If the Employee terminates his employment for Good Reason, upon at least thirty (30) days prior written notice and opportunity to cure, then the Employee (or, in the event of the Employee’s death or incapacity, the Employee’s legal representative) shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide:
(a) the Accrued Benefits; and
(b) subject to the Employee’s execution of a Release, the terms of which are described in Section 5.2.1(b) above:
(i) an aggregate amount equal to:
(A) the Base Severance Amount; plus
(B) the average of the Employee’s bonuses paid for the three (3) consecutive fiscal years immediately prior to the year of employment termination (or the average of consecutive bonuses paid to the Employee immediately prior to employment termination if the Employee has been employed less than three (3) consecutive years), plus a pro-rated bonus for the year of the Employee’s employment termination based on the actual bonus awards earned and paid for the fiscal year of the Employee’s termination (in the aggregate, the “Bonus Severance Amount”). The pro-rated amount will be based on the number of days in the fiscal year up to and including the date of employment termination in relation to the total number of days in the fiscal year; and
(ii) if the Employee (or, if eligible for continuation coverage under the terms of such plans and applicable law, the Employee’s legal representatives) elects continuing group coverage pursuant to COBRA, the Company (on a taxable basis) shall waive (or reimburse the Employee on a monthly basis for) the cost of such coverage to the extent that such cost exceeds the cost that the Company charges active employees for similar coverage until the earlier of (x) the completion of the first twelve (12) months of COBRA coverage, or (y) the date that the Employee (or the Employee’s legal representatives, if applicable) is covered under another group health plan, subject to the terms of the plans and applicable law. The Base Severance Amount, less standard income and payroll tax withholdings and other authorized deductions, shall be payable in twelve (12) equal monthly installments, commencing within seventy-five (75) days following the Employee’s date of termination, but in no event later than March 15 of the year following the year in which the Employee’s date of termination occurs. Provided, however, that payment of the Base Severance Amount shall not comme...
By the Employee for Good Reason. The Employee may terminate his employment hereunder for Good Reason (defined below), provided that the Employee provides written notice to the Company, setting forth in reasonable detail the nature of such Good Reason, within sixty (60) days of the occurrence of the circumstances giving rise to the Good Reason; the Company fails to cure within forty-five (45) days following its receipt of such notice; and the Employee thereupon gives fifteen (15) days’ written notice of termination. For purposes of this Section 3(f), “Good Reason” shall mean any act or omission identified below to which the Employee does not consent and which does not occur in connection with the replacement of the Employee during any period of disability or termination of the Employee’s employment for Cause or disability, as provided in this Agreement. The following shall constitute “Good Reason” for termination by the Employee:
By the Employee for Good Reason. For purposes of this Agreement, Employee shall be deemed to have "QUIT FOR GOOD REASON" if her terminates his employment within 30 days of any of the following events which occur within two years following the Effective Time of the Merger:
