Executive Termination for Good Reason. Executive shall have the right to terminate his or her employment with the Company for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:
Executive Termination for Good Reason. Executive may terminate his employment hereunder for Good Reason (and this Agreement shall accordingly terminate) by providing written notice of his intention to terminate, and specifying the circumstances relating thereto, to the Board within thirty (30) days following the occurrence of any of the events specified above as constituting Good Reason and at least ten (10) days prior to the Termination Date.
Executive Termination for Good Reason. If this Agreement and Executive's employment hereunder is terminated by Executive for Good Reason pursuant to Section 7(f) hereof, Company shall have no obligation to Executive or legal representatives of Executive other than (conditioned upon the last sentence of this Section 8(g)) (i) payment of termination compensation in the amount equal to two (2) times Executive's annual Base Compensation in effect on the date of such termination, subject to applicable withholding taxes, and payable, subject to Section 8(h), in accordance with Company’s payroll cycle during the two (2) year period commencing on the date of such termination; (ii) payment of the Executive’s "target bonus," as that term is used in Company's current bonus plan for full time officers of Company, or its equivalent if the term or plan should be amended, which Executive would have been otherwise entitled to receive each year during the two (2) year period commencing on the date of such termination, payable, subject to Section 8(h), in each of the two years following the year of termination ; (iii) continued coverage of medical benefits for a period of two (2) years or until such time as Executive commences new employment, whichever occurs first; (iv) payment of any accrued benefits or obligations owed to Executive; (v) benefits (if any) provided in accordance with applicable plans, programs and arrangements of Company or as required by law; and (vi) payment of reasonable professional search fees relating to Executive's outplacement; and (vii) any outstanding equity grant(s) held by Executive at the time of such termination as governed by the agreement or plan pursuant to which such grant(s) was issued. In consideration of the compensation and benefits payable to Executive pursuant to subsections (i), (ii), (iii) and (vi), Executive shall, as a condition to payment of such compensation and benefits, execute a general release, in form and substance reasonably acceptable to the Company, releasing the Company and its affiliates from all claims and liabilities Executive may have against the Company in connection with Executive’s employment by the Company, except for any accrued obligations.
Executive Termination for Good Reason. If this Agreement and Executive's employment hereunder is terminated by Executive for Good Reason pursuant to Section 7(f) hereof, Company shall have no obligation to Executive or legal representatives of Executive other than (i) payment of termination compensation in the amount equal to two (2) times Executive's annual Base Compensation in effect on the date of such termination, subject to applicable withholding taxes, and payable, at Company's sole option, in accordance with Company’s payroll cycle or periodic lump sum(s) during the two (2) year period commencing on the date of such termination; (ii) payment of the " target bonus," as that term is used in Company's current bonus plan for full time officers of Company, or its equivalent if the term or plan should be amended, which Executive would have earned during the two (2) year period commencing on the date of such termination; (iii) continued payment of health and medical benefits for a period of two (2) years or until such time as Executive commences new employment, whichever occurs first; (iv) payment of any accrued benefits or obligations owed to Executive; (v) benefits (if any) provided in accordance with applicable plans, programs and arrangements of Company or as required by law; and (vi) payment of reasonable professional search fees relating to Executive's outplacement; and (vii) any outstanding equity grant(s) held by Executive at the time of such termination as governed by the agreement or plan pursuant to which such grant(s) was issued.
Executive Termination for Good Reason. The Executive shall be entitled to terminate this Agreement for Good Reason. Good Reason is defined as the occurrence of any of the following: (1) a material change by the Company in the Executive’s authority, duties or responsibilities which would cause the Executive’s position with the Company to become of materially less responsibility and importance; including but not limited to the removal of Executive from his position as CEO, or his removal from the Board, or, (2) the Company otherwise materially breaches this Agreement, provided that (a) the Executive shall provide written notice to the Company of the Good Reason no more than ninety (90) days after the initial existence of the Good Reason, and (b) the Company is afforded thirty (30) days to remedy the material change or breach, and (c) the Executive terminates within 150 days following the initial existence of any Good Reason. In those circumstances where the Executive terminates this Agreement for a Good Reason, Executive shall be entitled to the compensation set forth in paragraph 10(b)(Termination Without Cause), so long as he is in compliance with the Protective Covenants set forth below in paragraphs 11, 12, and 13, and only after he has executed an appropriate legal release of all claims against the Company.
Executive Termination for Good Reason. The Executive shall be entitled to terminate the Term and resign for Good Reason to the extent provided in this Paragraph (e). Good Reason is defined as the occurrence of any of the following: (1) a material change by the Company in the Executive’s authority, duties or responsibilities which would cause the Executive’s position with the Company to become of materially less responsibility and importance; including but not limited to (i) the removal of the Executive from his position as President and/or Chief Executive Officer, (ii) the Executive ceases to be the Company’s “principal executive officer” for proxy reporting purposes during any period in which the Company is required to file a proxy under the federal securities laws, or (iii) his removal from the Board; or, (2) the Company otherwise materially breaches this Agreement, provided that (a) the Executive shall provide written notice to the Company of the Good Reason no more than ninety (90) days after the initial existence of the Good Reason, and (b) the Company is afforded thirty (30) days to remedy the material change or breach, and (c) the Executive terminates within one-hundred-fifty (150) days following the initial existence of any Good Reason. Notwithstanding any other provision of this Agreement, the occurrence of the events described in clauses (i) and (ii) below will not constitute a material breach of this Agreement and will not constitute a material change by the Company in the Executive’s authority, duties or responsibilities which would cause the Executive’s position with the Company to become of materially less responsibility and importance: (i) responsibility for one or more of the Company’s or Affiliates’ operations is delegated to a person or persons (each, a “Delegate Officer”) by the Board with the written agreement of the Executive, or by the Executive, regardless of whether the Executive at one time performed some or all of the job responsibilities assigned to such Delegate Officer, provided that such Delegate Officer reports, directly or indirectly, to the Executive, and (ii) the size of the Company including the Affiliates changes.
Executive Termination for Good Reason. If Executive terminates his employment for Good Reason (as defined in Section 15(b)), Executive will be entitled to the severance described in Section 12. Executive will be entitled to any unpaid Base Salary up to and including the date of termination and any accrued but unused PTO days. In addition, Executive will be entitled to retain any equity awards that have vested through the date of termination, subject to the terms and conditions of the applicable equity incentive plan and the applicable award agreement. Executive shall be entitled to retain possession of his Company issued laptop computer, monitor, cell phone and iPad (or similar tablet), subject to the Company’s removal of Confidential Information (as defined in the Confidentiality Agreement) from such equipment and devices.
Executive Termination for Good Reason. If Executive terminates his employment for Good Reason (defined below), Executive will be entitled to severance equal to the severance payments described below and will be eligible for health & welfare benefit continuation for the severance payment period. Executive will be entitled to any unpaid base salary up to and including the date of termination and any unused PTO days. In addition, Executive will be entitled to retain any equity awards that have vested through the date of termination, subject to the terms and conditions of the Plan and the applicable award agreement, and, notwithstanding the terms of the Plan and the applicable award agreement, any outstanding equity awards that were scheduled to vest during the 24-month period following the termination date shall become fully vested and exercisable. Executive shall be entitled to retain possession of his Company issued laptop computer, monitor, cell phone and Ipad, subject to the Company’s removal of Confidential Information (as defined in the Confidentiality Agreement) from such equipment and devices.
Executive Termination for Good Reason. Executive shall have the right to terminate his or her employment with the Company for Good Reason. For purposes of this Agreement, "Good Reason" shall mean: (i) the assignment to Executive of any duties inconsistent with Executive’s position (including status, offices, and titles), authority, duties or responsibilities as contemplated by this Agreement, or any other action by Company which results in a material diminution in such position, authority, duties or responsibilities, including without limitation, changes to Executive's position in any succeeding surviving corporate entity in comparison to the position currently held with Company, excluding for this purpose isolated, insubstantial and inadvertent actions not taken in bad faith and which are remedied by Company promptly after receipt of such notice thereof given by Executive;
