Executive for Good Reason Clause Samples
The "Executive for Good Reason" clause defines the circumstances under which an executive may voluntarily resign from their position and still receive certain severance benefits, as if they had been terminated without cause. Typically, this clause outlines specific events—such as a significant reduction in the executive's duties, a material decrease in compensation, or a forced relocation—that qualify as "good reason" for resignation. By clearly specifying what constitutes good reason, the clause protects executives from adverse changes to their employment terms and ensures they are not penalized for leaving under such conditions.
Executive for Good Reason. If Executive's employment is terminated, (x) by the Company without Cause (other than by reason of Disability or death) or (y) by Executive for Good Reason (as defined below), Executive shall be entitled to the following benefits:
Executive for Good Reason. During the Period of Employment, the Executive's employment hereunder may be terminated by the Executive for Good Reason upon written notice. For purposes of this Agreement, “Good Reason” shall mean (i) the assignment of duties to Executive that are materially and adversely inconsistent with Executive's position, (ii) any material diminution in Executive's authority, duties or responsibilities, (iii) a reduction in Executive's Base Salary or Incentive Plan bonus opportunity, unless as part of a nondiscriminatory cost reduction applicable to the Company's total compensation budget, (iv) a material change by the Company in the geographic location in which the Executive is required to perform his services, or (v) a material breach of this Agreement by the Company. If (I) Executive provides written notice to the Company of the occurrence of Good Reason within ninety (90) days after Executive has knowledge of the circumstances constituting Good Reason, which notice shall specifically identify the circumstances which Executive believes constitute Good Reason; (II) the Company fails to correct the circumstances within thirty (30) days after receiving such notice; and (III) Executive resigns fifteen (15) days after the Company fails to correct such circumstances; then Executive shall be considered to have terminated for Good Reason for purposes of this Agreement.”
Executive for Good Reason. The Company shall pay Executive the following: (A) within five (5) business days after the separation from service under Section 409A of the Code (the “Date of Termination”), any earned but unpaid Base Salary; (B) within a reasonable time following submission of all applicable documentation, any expense reimbursement payments owed to Executive for expenses incurred prior to the Date of Termination; and (C) no later than sixty (60) days following the Date of Termination, any earned but unpaid bonus amount relating to the prior fiscal year;
Executive for Good Reason. If during the term of this Agreement, the employment of the Executive is terminated by the Company without Cause or is terminated by the Executive for Good Reason, the Executive shall be entitled to the following, in addition to the sums payable in accordance with Section 3.3:
Executive for Good Reason. If the Executive’s employment with the Company is terminated: (i) by the Company without Cause (excluding any termination due to the Executive’s death or Disability); (ii) by either the Executive or the Company within the first ninety (90) days after the Effective Date (other than a termination for Cause by the Company during such time period); or (iii) by the Executive for Good Reason, then the Company will pay the Executive:
Executive for Good Reason. All such restricted stock units shall be subject to the terms and conditions set forth in the applicable plan and applicable award agreement attached as Exhibit A hereto.
Executive for Good Reason. If ▇▇▇▇▇▇▇’s employment with the Company and its affiliates is terminated by the Company without Cause (as defined in the Employment Agreement) or by Grantee with Good Reason (as defined in the Employment Agreement) before all Restricted Stock Units have vested, then a pro rata portion of the Restricted Stock Units otherwise scheduled to vest on the Vesting Date next following the date of such termination shall become vested on the date of such termination. The pro rata portion to be vested shall be calculated by multiplying the number of Restricted Stock Units otherwise scheduled to vest on that Vesting Date by a fraction, the numerator of which is the number of days following the immediately preceding Vesting Date (or the Date of Grant, if before the first Vesting Date) through the date of the termination of Grantee’s employment and the denominator of which is 365.
Executive for Good Reason. If a Change of Control occurs during the term of this Agreement and following the Change of Control, the Company during the Protected Period terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason, the Executive shall be entitled to the following: