By Xxxxxx for Good Reason Sample Clauses

By Xxxxxx for Good Reason. Xxxxxx may terminate his employment hereunder (for purposes of this Agreement "Good Reason") after giving at least 30 days notice in the event that, without Xxxxxx'x consent: (i) World relocates its general and administrative offices or Xxxxxx' place of employment to an area other than the Washington, D.C. or Atlanta, Georgia Standard Metropolitan Statistical Area, (ii) he is assigned any duties substantially inconsistent with Section 3 hereof, (iii) World reduces his annual base salary as in effect on the date hereof or as the same may be increased from time to time; (iv) World fails, without Xxxxxx' consent, to pay Xxxxxx any portion of his current compensation, or to pay him any portion of an installment of deferred compensation under any deferred compensation program of World, within seven (7) days of the date such compensation is due; (v) World fails to continue in effect any compensation plan in which Xxxxxx participates which is material to Xxxxxx'x total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or to continue Xxxxxx'x participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of Xxxxxx'x participation relative to other participants; (vi) World fails to continue to provide Xxxxxx with benefits substantially similar to those enjoyed by Xxxxxx under any of World's pension, life insurance, medical, health and accident, or disability plans in which Xxxxxx was participating, or World takes any action which would directly or indirectly materially reduce any of such benefits or deprive Xxxxxx of any material fringe benefit enjoyed by Xxxxxx; (vii) World terminates, or proposes to terminate, Xxxxxx'x employment hereunder contrary to the requirements of Section 5(c) hereof (for purposes of this Agreement, no such termination or purported termination shall be effective) and Xxxxxx has submitted the matter to arbitration, as set forth in Section 5(d); or (viii) the Board approves the liquidation or dissolution of World prior to the end of this Agreement. In the event that Xxxxxx decides to terminate this Agreement and his employment with World or any successor in interest in accordance with the provisions of this Section 5(e), World shall have the same obligations as set forth in Section 5(d) hereof. Any other payments due or actions required under t...
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By Xxxxxx for Good Reason. Xxxxxx may elect to terminate his employment by written notice to the Company within 60 days after the occurrence of any of the following events without Xxxxxx'x consent, any of which shall be deemed "Good Reason":
Sample 1
By Xxxxxx for Good Reason. If, during the Term, RAI terminates Yecies’s employment, other than for Cause, Death or Disability, or Xxxxxx terminates employment for Good Reason, RAI shall pay to Xxxxxx amounts equal to Base Compensation as set forth in Section 4(a) as if he had remained employed by the Company pursuant to this Agreement, for a period of one year, payable at the time when the same would have become due and payable if such termination had not occurred. The payments and benefits provided pursuant to this Section 7(d) are intended as liquidated damages for a termination of Yecies’s employment by RAI other than for Cause or for the actions of RAI leading to a termination of Yecies’s employment by Xxxxxx for Good Reason, and shall be the sole and exclusive remedy therefor.
Sample 1
By Xxxxxx for Good Reason. Xxxxxx'x employment pursuant to this Agreement may be terminated by Xxxxxx by written notice of his resignation (“Notice of Resignation”) delivered within one (1) month after the occurrence of (i) the assignment to Xxxxxx of any duties materially inconsistent with Xxxxxx'x status as Executive Chairman; or (ii) a material breach of this Agreement by the Company, in either case, that remains uncured by the Company for a period of sixty (60) days (each of which shall constitute “Good Reason” for resignation). In the event that Xxxxxx resigns for Good Reason pursuant to this Section 4.7 during the Term, Xxxxxx shall be entitled to receive the Severance Payments as described in Section 4.6 above. As conditions precedent to receiving the Severance Payments contemplated by this Section 4.7, (a) Xxxxxx agrees to sign, at the time of termination of his employment, a release in favor of the Company, its directors and officers of any and all employment-law related claims, and (b) all applicable revocation periods shall have ended prior to the scheduled receipt of any Severance Payment.
Sample 1

Related to By Xxxxxx for Good Reason

  • For Good Reason If terminated by Executive for Good Reason, upon written notice by Executive to Company that Executive is terminating Executive’s employment for Good Reason and that sets forth the factual basis supporting the Good Reason, which termination shall be effective 30 days after the date of such notice, or such earlier date as specified in writing by the Company in its sole discretion during such 30-day period. For the avoidance of doubt, such termination shall not constitute a termination for Good Reason if Company cures the conditions identified in Executive’s notice as provided in Section 3(d)(iii).

  • Termination by You for Good Reason Upon the occurrence of a “Good Reason” event, you may terminate your employment pursuant to this Agreement by providing a notice of termination for Good Reason to Tyson within no more than seven (7) days of the Good Reason event and providing Tyson thirty (30) days following receipt of such notice to cure the Good Reason event. If Tyson cures the Good Reason event within such 30 day period, you may not terminate your employment for Good Reason, but may voluntarily resign pursuant to Section 3(d) below. If Tyson fails to cure the Good Reason event within such 30 day period, your termination of employment will be effective under this Section 3(c). For purposes of the Agreement, you will be treated as having terminated for “Good Reason” if you terminate employment after having been demoted to a less senior Band than that in which you were employed when executing this Agreement or to a position not covered by a Band, which Tyson does not cure by restoring you to your former Band.

  • By Employee for Good Reason Employee may terminate her employment at any time for Good Reason; provided that Employee notifies promptly Employer of any act or omission that she asserts to constitute Good Reason and Employer fails to take reasonable steps to cure such breach within 30 days. For purposes of this Agreement, "Good Reason" shall mean:

  • Termination for Good Reason Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:

  • With Good Reason In the event that Executive terminates the Term or resigns from Executive’s employment hereunder with Good Reason, the Company shall pay to Executive the amounts, and Executive shall, subject to Section 3(i), be entitled to such benefits (including without limitation any vesting of unvested shares under any Equity Grant), that would have been payable to Executive or which Executive would have received had the Term and Executive’s employment been terminated by the Company without Cause pursuant to Section 3(d)(ii).

  • 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 and/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”); (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 Executive’s knowledge 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).

  • 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.

  • Without Cause; For Good Reason If the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for Good Reason before expiration of the Term, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 18 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

  • Termination Without Cause or by Executive for Good Reason (a) Company and Executive each reserve the right to terminate Executive’s employment at any time. If a Termination Date occurs due to Company terminating Executive without Cause or Executive terminating for Good Reason (as defined herein), then Company or its successor shall have no further obligations under this Agreement except that Company or its successor shall pay to Executive the amounts shown in Section 4.5(c) hereof.

  • 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:

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