Employee's Resignation for Good Reason Sample Clauses

Employee's Resignation for Good Reason. (a) Employee will receive a pro-rata share of Base Salary and accrued but unused vacation through the Termination Date, less applicable state and federal taxes or other payroll deduction;
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Employee's Resignation for Good Reason. As used herein, “Cause” shall mean Employer’s good faith determination of: (i) Employee’s dishonest, fraudulent or illegal conduct relating to the business of Employer; (ii) Employee’s willful breach or habitual neglect of Employee’s duties or obligations in connection with Employee’s employment; (iii) Employee’s misappropriation of Employer funds; (iv) Employee’s conviction of a felony or any other criminal offense involving fraud or dishonesty, whether or not relating to the business of Employer or Employee’s employment with Employer; (v) Employee’s excessive use of alcohol; (vi) Employee’s unlawful use of controlled substances or other addictive behavior; (vii) Employee’s unethical business conduct; (viii) Employee’s breach of any statutory or common law duty of loyalty to Employer; or (ix) Employee’s material breach of this Agreement, the Non-Competition and Non-Solicitation Agreement between Employer and Employee entered into on the date hereof or as may be amended from time to time (the “Non-Competition Agreement”), the Confidentiality and Intellectual Property Agreement between Employer and Employee entered into on the date hereof or as may be amended from time to time (the “Confidentiality Agreement”) or the Change in Control Agreement. Upon termination of Employee’s employment with Employer for any reason, Employee will promptly return to Employer all materials in any form acquired by Employee as a result of such employment with Employer, and all property of Employer. As used herein, “Good Reason” shall mean the occurrence of any of the following without Employee’s consent but only if it occurs on or prior to the second anniversary of the Start Date, (i) a material reduction in Employee’s authority, duties or responsibilities, or (ii) a change in Employee’s principal place of employment to a location more than fifty (50) miles from the Employee’s principal place of employment. As described herein, a resignation shall not be for “Good Reason” unless Employee shall, within twenty (20) days after he knows of an event constituting Good Reason advised Employer of his intention to resign for Good Reason, and Employer shall not have cured such event within ten (10) days following receipt of such notice.
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Employee's Resignation for Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following without Employee’s written consent:
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Employee's Resignation for Good Reason. (a) Employee will receive the Standard Entitlements (as defined in the Employment Agreement);
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Employee's Resignation for Good Reason. If Employee terminates her employment for “Good Reason”, as defined below, Employee will receive severance equal to the severance payout set forth in Section 8.04, and her option shares will vest or expire as set forth in Section 8.04. Employee shall have “Good Reason” to terminate her employment if, without Employee’s express written consent, one or more of the following occurs: (a) a ten percent (10%) or greater reduction of Employee’s base salary; (b) a failure of the Board to timely approve and grant the option shares as set forth in Section 5.02; (c) a change of Employee’s base office to any location outside the USA; or (d) Employer’s material breach of the terms of this Agreement or any other material written agreement/covenant with Employee related to Employee’s provision of services to Employer. In order for an event to qualify as Good Reason, Employee must not terminate employment with Employer without first providing Employer with written notice of the acts or omissions constituting the grounds for “Good Reason” within three (3) months of her first becoming aware of such grounds. Employer shall have thirty (30) days following such written notice to cure such acts or omissions (the “Cure Period”). If Employer has not cured such acts or omissions by the last day of the Cure Period, Employee’s employment shall be deemed terminated for Good Reason immediately following the Cure Period.
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Employee's Resignation for Good Reason. Employee may resign his employment for Good Reason so long as Employee tenders his resignation to Parent within fifteen (15) days after the occurrence of the event which forms the basis for his resignation for Good Reason (including any cure period thereof). In the event that Employee resigns his employment for Good Reason and such resignation occurs within the six (6) month period immediately following the Effective Date, (i) Parent shall make a lump sum severance payment to Employee in an amount equal to three (3) months of the Employee's then current monthly salary, subject to applicable withholdings and deductions, and (ii) the vesting of the Option shall immediately accelerate with respect to the number of shares that would otherwise have vested if Employee remained employed by the Parent through the one (1) year period following the Effective Date. Employee shall not be entitled to any of these severance benefits unless and until the release requirements set forth in Section 6.2 of this Agreement are satisfied.
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Related to Employee's Resignation for Good Reason

  • Resignation for Good Reason The Executive may resign his employment for Good Reason.

  • 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:

  • Voluntary Termination for Good Reason “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • Termination Without Cause; Resignation for Good Reason (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below).

  • Termination for Cause; Resignation Without Good Reason If the Company terminates Executive’s employment with the Company for Cause, or Executive resigns without Good Reason, then Executive will not be entitled to any further compensation from the Company (other than accrued salary, and accrued and unused vacation, through Executive’s last day of employment), including severance pay, pay in lieu of notice or any other such compensation.

  • Termination for Cause; Resignation Without Good Reason; Death or Disability (i) The Company may terminate Executive’s employment with the Company at any time for Cause. Further, Executive may resign at any time without Good Reason. Executive’s employment with the Company may also be terminated due to Executive’s death or disability.

  • 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:

  • 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 Cause During the Initial Term or a Renewal Term, a party (the “Terminating Party”) may only terminate the Agreement against the other party (the “Non-Terminating Party”) for good cause. For purposes of this Agreement, “good cause” shall mean:

  • Termination Without Cause or Resignation for Good Reason If (1) Company terminates Employee’s employment during the Initial Term other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

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