Executive for Good Reason Sample Clauses

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:
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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.”
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Executive for Good Reason. (a) 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;
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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:
Sample 1
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:
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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.
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Executive for Good Reason. If Xxxxxxx’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.
Sample 1
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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:
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Related to Executive for Good Reason

  • By Executive for Good Reason The Executive, by written notice to the Company, may terminate Executive’s employment hereunder if a “Good Reason” exists. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following circumstances without the Executive’s prior written consent: (a) a substantial and material adverse change in the nature of Executive’s title, duties and/or responsibilities with the Company that represents a demotion from his title, duties or responsibilities as in effect immediately prior to such change (such change, a “Demotion”); (b) material breach of this Agreement by the Company; (c) a failure by the Company to make any payment to Executive when due, unless the payment is not material and is being contested by the Company, in good faith; or (d) a liquidation, bankruptcy or receivership of the Company. Notwithstanding the foregoing, no “Good Reason” shall be deemed to exist with respect to the Company’s acts described in clauses (a), (b) or (c) above, unless Executive shall have given written notice to the Company within a period not to exceed ten (10) calendar days of the Executive’s knowledge of the initial existence of the occurrence, specifying the “Good Reason” with reasonable particularity and, within thirty (30) calendar days after such notice, the Company shall not have cured or eliminated the problem or thing giving rise to such “Good Reason”; provided, however, that no more than two cure periods shall be provided during any twelve-month period of a breach of clauses (a), (b) or (c) above. Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.6(c).

  • 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:

  • By the Executive for Good Reason The Executive may terminate his employment during the Employment Period for Good Reason. For purposes of this Agreement, "Good Reason" means the following:

  • 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).

  • Termination by Executive for Good Reason The Executive may terminate employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

  • 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 18 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”.

  • Termination Without Cause or by Executive for Good Reason (a) Company and Executive each reserve the right to terminate Executive’s employment at any time. If a Termination Date occurs due to Company terminating Executive without Cause or Executive terminating for Good Reason (as defined herein), then Company or its successor shall have no further obligations under this Agreement except that Company or its successor shall pay to Executive the amounts shown in Section 4.5(c) hereof.

  • 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:

  • 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:

  • Resignation by Executive for Good Reason (a) Provided Executive has not previously been notified of the Company’s intention to terminate Executive’s employment, Executive may resign from employment with the Company for Good Reason (as defined in Section 6.4(b) below).

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