Cause; Good Reason Sample Clauses

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Cause; Good Reason. As used in this agreement, the following terms shall have the meanings set forth below:
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Cause; Good Reason. (a) For purposes of this Agreement, "Cause" means:
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Cause; Good Reason. With respect to a particular Employee Holder, (i) “Cause” shall have the meaning provided in such Employee Holder’s then-current employment agreement with the Company or a subsidiary of the Company, as applicable and, if such Employee Holder does not have a current employment agreement or if “Cause” is not defined therein, “Cause” shall mean (A) willful failure by the Employee Holder to perform his or her duties, (B) conviction of such Employee Holder of, or plea of guilty or nolo contendere to, any felony or any crime involving moral turpitude, (C) gross or intentional misconduct by such Employee Holder or in connection with the performance of any material portion of his or her duties for the Company or any of its subsidiaries or (D) material violation of any rule or policy of the Company or its subsidiaries as determined reasonably and in good faith by the Company, and (ii)”Good Reason” shall have the meaning provided in such Employee Holder’s then-current employment agreement with the Company or a subsidiary of the Company, as applicable, or, if such Employee Holder does not have a current employment agreement or if “Good Reason” is not defined therein, then “Good Reason” shall mean (A) any material adverse change by the Company in such Employee Holder’s job title, duties, responsibility or authority, (B) failure by the Company to pay any material amount of base salary or bonus when due to such Employee Holder, (C) the termination or denial of such Employee Holder’s right to participate in employment-related benefits that are offered to similarly-situated employees, (D) such Employee Holder is required to have his/her principal location of work changed to any location that is in excess of 50 miles from such Employee Holder’s principal location of work as of the date hereof or (E) a reduction by the Company in such Employee Holder’s base salary, except for across the board reductions similarly affecting (i.e. by the same or lesser percentage) all other similarly compensated employees; provided that none of the events described in this definition of Good Reason shall constitute Good Reason unless the Employee Holder notifies the Company in writing of the event that is purported to constitute Good Reason (which notice is provided not later than the 30th day following the occurrence of the event purported to constitute Good Reason) and then only if (1) the Company fails to cure such event within 90 days after the Company’s receipt of such written notice, or...
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Cause; Good Reason. For purposes of this Agreement, “
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Cause; Good Reason. (a) For purposes of this Agreement, "Cause" means: Any continual and willful refusal by the Executive to perform the Executive's essential duties under this Agreement which continues for more than (10) business days after written notice from the Company;
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Related to Cause; 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).

  • 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 12 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”.

  • Good Reason The Executive's employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:

  • 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).

  • Without Good Reason Subject to the terms of this Agreement, the Executive may voluntarily terminate his employment under this Agreement without Good Reason upon written Notice of Termination to the Company at least 30 days prior to the effective date of termination (which termination the Company may, in its sole discretion, make effective earlier than the date set forth in the Executive’s Notice of Termination).