Common use of By Xxxxxx for Good Reason Clause in Contracts

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 this paragraph shall be made as lump sums or taken within 10 days of termination of the Agreement.

Appears in 2 contracts

Samples: Employment Agreement (World Airways Inc /De/), Employment Agreement (World Airways Inc /De/)

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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 this paragraph shall be made as lump sums or taken within 10 days of termination of the Agreement.

Appears in 2 contracts

Samples: Employment Agreement (World Airways Inc /De/), Employment Agreement (World Airways Inc /De/)

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' Xxxxxx'x 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' Xxxxxx'x 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 planPlan) 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, or World fails to provide Xxxxxx with the number of paid vacation days to which Xxxxxx is entitled hereunder; (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 this paragraph shall be made as lump sums or taken within 10 days of termination of the Agreement.

Appears in 1 contract

Samples: Employment Agreement (World Airways Inc /De/)

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By Xxxxxx for Good Reason. Xxxxxx 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 XXXXXX'X consent: , (i) World relocates its general and administrative offices or Xxxxxx' XXXXXX'X place of employment to an area other than the WashingtonATLANTA, D.C. or Atlanta, Georgia GEORGIA Standard Metropolitan Statistical Area, (ii) he she 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, except as provided in Section 4(a) above; (iv) World fails, without Xxxxxx' XXXXXX'X consent, to pay Xxxxxx 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 XXXXXX participates which is material to Xxxxxx'x 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 XXXXXX'X participation therein (or in such substitute or alternative planPlan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of Xxxxxx'x XXXXXX'X participation relative to other participants; (vi) World fails to continue to provide Xxxxxx XXXXXX with benefits substantially similar to those enjoyed by Xxxxxx XXXXXX under any of World's pension, life insurance, medical, health and accident, or disability plans in which Xxxxxx XXXXXX was participating, or World takes any action which would directly or indirectly materially reduce any of such benefits or deprive Xxxxxx XXXXXX of any material fringe benefit enjoyed by XxxxxxXXXXXX; (vii) World terminates, or proposes to terminate, Xxxxxx'x 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, with or without Xxxxxx'x consent (viii) the Board approves the liquidation or dissolution or Change of Control of World prior to the end of this Agreement. In the event that Xxxxxx 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 this paragraph shall be made as lump sums or taken within 10 days of termination of the Agreement.

Appears in 1 contract

Samples: Employment Agreement (World Airways Inc /De/)

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