Events Giving Right to Terminate for Good Reason Sample Clauses

Events Giving Right to Terminate for Good Reason. The Executive may resign for Good Reason (as herein defined) at any time during the Employment Period, as hereinafter set forth. As used in this Agreement, the term "Good Reason" means any of the following:
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Events Giving Right to Terminate for Good Reason. If a public announcement of a transaction involving an actual or potential Change in Control occurs and, concurrently therewith or during a period of eighteen (18) months thereafter, an event constituting Good Reason also occurs with respect to the Employee, the Employee may terminate the Employee’s employment in accordance with the provisions of Section 2(b) and, thereupon, will become entitled to the payments described in Section 3. As used in this Agreement, the term “Good Reason” means any of the following events:
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Events Giving Right to Terminate for Good Reason. If a Change in Control occurs and, concurrently therewith or thereafter during the term of this Agreement, an event constituting Good Reason also occurs with respect to the Executive, he may terminate his employment in accordance with the provisions of Section 2(b) and, thereupon, will become entitled to the payments described in Section 3. As used in this Agreement, the term “Good Reason” means any of the following events:
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Events Giving Right to Terminate for Good Reason. The Executive may resign for Good Reason at any time during the Employment Period, as hereinafter set forth. As used in this Agreement, the term "Good Reason" means any of the following: (i) any reduction in title or a material adverse change in the Executive's responsibilities or authority which are inconsistent with, or the assignment to the Executive of duties inconsistent with, the Executive's status as Chief Executive Officer of Medifast; (ii) any reassignment of the Executive to a principal office which is more than 15 miles from Owings Mills, Maryland; (iii) any removal of the Executive from office except for any termination of the Executive's employment under the provisions of Section 3(a) or (d); (iv) any reduction in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time; (v) any failure by Medifast to provide the Executive with benefits at least as favorable as those enjoyed by the Executive under any of the pension or welfare plans (as such terms are defined in ERISA Section 3) of Medifast in which the Executive is participating on the date of this Agreement, or the taking of any action that would materially reduce any of such benefits, unless the change is part of a change applicable in any case to employees generally; and (vi) any material breach of this Agreement by Medifast, coupled with the failure to cure the same within 30 days after receipt of a written notice of such breach from the Executive.
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Events Giving Right to Terminate for Good Reason. If a public announcement of a transaction involving an actual or potential Change in Control occurs, and concurrently therewith, or during a period of three (3) months prior thereto, or during a period of eighteen (18) months thereafter, an event constituting Good Reason also occurs with respect to the Executive, he may terminate his employment in accordance with the provisions of Section 5A(b) (or Section 5A(c) as applicable) and, thereupon, will become entitled to the payments and benefits described in Sections 5A(f) and 5A(g). As used in this Agreement, the term “Good Reason” means any of the following events:
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Related to Events Giving Right to Terminate for Good Reason

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

  • 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 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:

  • Termination by Employee without Good Reason Employee may terminate Employee’s employment without Good Reason by providing the Company sixty (60) days’ written notice of such termination. In the event of a termination of employment by Employee under this Section 8(f), Employee shall be entitled only to the Accrued Obligations, and any equity awards or equity-related awards that are not vested as of the date of termination shall be cancelled. In the event of termination of Employee’s employment under this Section 8(f), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing the characterization of such termination as a termination by Employee without Good Reason. Following such termination of Employee’s employment by Employee without Good Reason, except as set forth in this Section 8(f), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

  • 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 Good Reason or Without Cause If the Executive's employment hereunder is terminated by the Employer other than for cause (and other than a termination due to disability or death) or by the Executive for good reason, the Employer shall pay or provide to or on behalf of the Executive the following: (i) the Executive's Salary for the remainder, if any, of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Executive's employment termination, and (B) the denominator of which is 365. (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates.

  • Voluntary Termination Without Good Reason The Executive may terminate his employment without Good Reason at any time during the Term of Employment, provided he gives at least thirty (30) days' advance written notice. If the Executive terminates his employment with Holding or the Company without Good Reason (and not because of his death or due to Disability), the Executive shall have the same entitlements hereunder as provided in Section 9(c) in the case of a termination by Holding or the Company for Cause.

  • Termination by Executive without Good Reason The Executive may terminate his employment without Good Reason by providing the Company thirty (30) days’ written notice of such termination. In the event of a termination of employment by the Executive under this Section 6(g), the Executive shall be entitled only to the Accrued Obligations. In the event of termination of the Executive’s employment under this Section 6(g), the Company may, in its sole and absolute discretion, by written notice, accelerate such date of termination and still have it treated as a termination without Good Reason.

  • 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).

  • Voluntary Termination by the Executive Without Good Reason If the Executive terminates employment without Good Reason, the Executive shall receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which termination becomes effective.

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