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 the Executive for Good Reason. During the Severance Period, the Executive may terminate employment with the Surviving Entity for “Good Reason,” upon the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):
(i) Failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control;
(ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof;
(iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination;
(iv) The liquidation, dissolution, merger, consolidation or reorganization...
By the Executive for Good Reason. The Executive may terminate employment hereunder for Good Reason upon providing thirty (30) days written notice to the Company after the Executive reasonably becomes aware of the circumstances giving rise to such Good Reason. For purposes of this Agreement, “Good Reason” means the following conduct of the Company, unless the Executive shall have consented thereto in writing:
By the Executive for Good Reason. 1. The Executive’s employment may be terminated by the Executive by written notice of his resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “Good Reason” for resignation:
a. a reduction in the Executive’s Base Salary (unless such reduction is part of an across the board reduction affecting all Company executives with a comparable title);
b. a requirement by the Company to relocate the Executive to a location that is greater than twenty-five (25) miles from the location of the office in which the Executive performs his duties hereunder at the time of such relocation;
c. in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions satisfactory to the Executive and which is executed by the Executive; or
d. a reduction in the Executive’s title, or a material and adverse change in Executive’s status and responsibilities, or the assignment to Executive of duties or responsibilities which are materially inconsistent with Executive’s status and responsibilities.
2. The Executive shall give the Company written notice of his intention to resign for Good Reason (stating the reason therefor) and the Company shall have sixty (60) days thereafter to rescind the events as stated in subparagraphs (a), (b), (c) or (d), in which event the Executive no longer shall have the right to resign for Good Reason. If the Executive resigns for Good Reason as defined in this Section (F), the Executive shall be entitled to receive:
a. all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination and a pro-rata portion of any Bonus Plan or other compensation to which he is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in place;
b. an amount equal to Executive’s Base Salary for a total of eighteen (18) months following the Date of Termination; and
c. group medical benefits for eighteen (18) months after the Date of Termination.
3. The amount in clause 2(b) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant t...
By the Executive for Good Reason. Upon thirty (30) days prior written notice, the Executive may terminate this Agreement at any time during the Employment Period for “Good Reason” (as hereafter defined and subject to the notice and cure periods hereafter described).
By the Executive for Good Reason. The Executive 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 Executive: (i) any material diminution in the nature and scope of the Executive's responsibilities, duties, authority or title; (ii) material failure of the Company to provide the Executive the Base Salary and benefits in accordance with the terms of Section 4 hereof; or (iii) relocation of the Executive's office to a location outside a 50-mile radius of the Company's current headquarters in Ann Arbor, Michigan. In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive the amounts specified in Section 5.4.
By the Executive for Good Reason. The Executive may terminate the Executive’s employment hereunder upon written notice of a termination for Good Reason. A termination of employment by the Executive for “Good Reason” shall mean a termination by the Executive of the Executive’s employment with the Company on account of an occurrence or failure described in any or any combination of (i) through (iv) below without the Executive’s written consent, but only if (A) the Executive gives written notice to the Company specifying in reasonable detail the circumstances claimed to provide the basis for such termination and does so within twenty (20) days following the initial occurrence of such circumstance, (B) the Company fails to correct the circumstances set forth in the Executive’s written notice within twenty (20) days of receipt of such notice, and (C) the Executive terminates the Executive’s employment within twenty (20) days following the end of such twenty (20)-day cure period: (i) a material breach by the Company of any material provision of this Agreement, (ii) a reduction in the Executive’s Base Salary or target Annual Performance Bonus opportunity (unless such reduction affects all senior executive employees of the Company on a proportionate basis), (iii) the relocation of the Executive’s principal place of employment to a location greater than 45 miles from the Executive’s then-current principal place of employment, or (iv) a diminution in the Executive’s title, duties or responsibilities.
By the Executive for Good Reason. The Executive may terminate his employment hereunder during the Term for Good Reason by providing written notice to the Board and the Issuer Board within thirty (30) days following the occurrence of any of the events specified below. Such notice shall specify the circumstances relating thereto and, unless the Company or the Issuer, as applicable, cures the defect within thirty (30) days after receipt of such notice, the Executive’s employment shall terminate ten (10) days after such cure period. For purposes of this Section 5, “Good Reason” shall mean any of the following:
By the Executive for Good Reason. The Executive may terminate her employment hereunder for Good Reason by (A) providing written notice to the Company specifying in reasonable detail the condition giving rise to the Good Reason no later than the thirtieth (30th) day following the occurrence of that condition, and (B) providing the Company a period of thirty (30) days to remedy the condition, if such condition may be remedied. The Executive’s termination of employment for Good Reason will be effective on the thirty first (31st) calendar day following the expiration of the period to remedy if the Company has failed to remedy the condition or on the date of such notice of Good Reason if the condition may not be remedied. The following, if occurring without the Executive’s written consent, shall constitute “Good Reason” for termination by the Executive:
(i) a change in Executive’s title;
(ii) a material diminution in the nature or scope of the Executive’s duties, authority and/or responsibilities, or the Executive no longer reports directly to the Chief Executive Officer;
(iii) a requirement that the Executive relocate to a location more than fifty (50) miles from the location where the Executive is then providing services;
(iv) a reduction in Base Salary or bonus opportunity, as set forth in Section 4(a) hereof; or
(v) material breach of any of the terms of this Agreement or any other written agreement between the Company and the Executive. In the event of termination of the Executive’s employment in accordance with this Section 5(e) on or after the date that is six (6) months following the Effective Date, the Executive will be entitled to all amounts she would have been entitled to receive had her employment been terminated by the Company other than for Cause pursuant to Section 5(d) above, provided that the Executive signs and returns (without revoking) a timely and effective Release of Claims as set forth in Section 5(d). In the event of such termination prior to the date that is six (6) months after the Effective Date, Executive shall receive the Final Compensation only.
By the Executive for Good Reason. If the Company takes any of the actions described in this subsection (f), the Executive may terminate employment for "good reason" at any time upon written notice to the Company. For purposes of this Agreement, the Executive may terminate this Agreement pursuant to this subsection (f) for "good reason" upon the occurrence of any of the following events without the express written consent of the Executive:
(i) a reduction in the Executive's Salary or the benefits set forth above; and
(ii) the Company has breached any of the terms of this Agreement.
