Executive's Termination for Good Reason Sample Clauses

Executive's Termination for Good Reason. The Executive may --------------------------------------- terminate this Agreement for Good Reason upon at least ten (10) days prior written notice to the Company. For purposes of this Agreement, "Good Reason" ----------- shall mean:
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Executive's Termination for Good Reason. To terminate his employment for Good Reason, the Executive must notify the Board of his intent to terminate employment for Good Reason and describe all circumstances that he believes in good faith to constitute Good Reason. If the Company corrects all situations identified by the Executive within 30 days after receiving his notice, the Executive shall not be entitled to terminate for Good Reason. If the Company agrees to the Executive's termination for Good Reason or fails to correct the conditions identified by the Executive within 30 days after receipt of the Executive's notice, the Executive's employment shall terminate on the 30th day after the Company received his notice or such earlier date agreed to by the Company.
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Executive's Termination for Good Reason. Executive may --------------------------------------- terminate his employment with UGS at any time for Good Reason. The term "Good Reason" shall mean:
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Executive's Termination for Good Reason a. If the Executive terminates his employment for Good Reason (as defined below), the Company's obligations to pay further compensation under Section 5 shall cease forthwith, except that the Company shall pay the Executive:
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Executive's Termination for Good Reason. The Executive may terminate this Agreement for Good Reason upon at least ten (10) days prior written notice to the Company. For purposes of this Agreement, "Good Reason" shall mean: (a)a substantial adverse change in the nature or scope of the Executive's responsibilities and authority hereunder; (b)a substantial change in the Executive's duties such that the new duties are not ordinarily consistent with the Executive's job title and position and are not acceptable to the Executive; (c)a substantial reduction in the Executive's (i) compensation, which reduction is not acceptable to the Executive or (ii) benefits hereunder, which reduction in benefits does not similarly affect Company employees generally; (d)a substantial change in the Executive's reporting requirements pursuant to Section 3.2 hereof, which change is not acceptable to the Executive; (e)the relocation of the Executive outside of Los Angeles County; or (f)an uncured breach by the Company of any of its material obligations hereunder, which breach the Company has been given a reasonable opportunity to cure after receipt of notice. 5.
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Executive's Termination for Good Reason. In the event that Executive's employment hereunder shall be terminated for Good Reason (as defined in Section 9.4 hereof) at any time prior to the end of the Term, Executive shall be entitled to receive from the Corporation, in addition to any Base Salary earned to the date of termination, a severance payment in an amount equal to Executive's Base Salary for the remainder of the entire Term, payable to the Executive in biweekly increments until the date on which the Term would have otherwise expired, had the termination not occurred. Nothing in this Section 5.1 shall affect the exercisability of the Nonplan Options in Section 4 hereof or the obligations of the Executive under Sections 10.1 and 10.5 hereof. In the event of such termination, the amounts due hereunder shall be payable without offset or defense or any obligation of the Executive to mitigate damages.
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Executive's Termination for Good Reason. Provided that Executive is not otherwise in material breach of this Agreement, Executive shall be entitled to terminate his employment for Good Reason at any time during the Term by delivering a Notice of Termination to the Company not more than ten (10) days after an event which Executive believes constitutes Good Reason. The Company shall have thirty (30) days after receipt of the Notice of Termination to cure (if curable) the event specified in the Notice of Termination. For purposes of this Agreement, “Good Reason” shall mean the commission or omission of any of the following actions:
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Executive's Termination for Good Reason. Executive may terminate his employment for “Good Reason” upon 90 days’ written notice to Company (which notice the Company may waive or reduce in time at its sole discretion), by resigning his employment with the Company. In the event of early termination of the Term pursuant to the preceding sentence, and in consideration for Executive’s or his heirs’ and beneficiaries’ releasing the Company from any claims, damages or causes of action, the Company shall then upon the early expiration of the Term, pay to Executive (x) all unpaid Base Salary (as hereinafter defined) and any unpaid Discretionary Cash Bonus (as hereinafter defined) for the balance of the Term, in cash (subject to income and employment tax withholdings) within ten (10) days after the date of termination employment. In addition, the Company shall pay Executive severance benefits of: (x) an amount equal to Executive’s annual Base Salary, payable in twelve (12) monthly installments commencing the first day of the calendar month next following the termination of employment; (y) an amount equal to Executive’s then applicable Discretionary Cash Bonus (as hereafter defined; and determined by dividing the highest amount of any incentive compensation paid to Executive in respect of the full year immediately preceding the date of termination, or in the event such termination occurs prior to the payment of any annual bonus, based on the minimum Discretionary Cash Bonus payable pursuant to Section 3(b) hereof), payable in twelve (12) monthly installments commencing the first day of the first full calendar month following the termination of employment, and (z) a monthly amount so Executive, Executive’s spouse and dependants will be able to continue to receive without interruption the health benefits they received during the Term of the Agreement until the earlier of the second anniversary of the date of Executive’s termination for good reason and the date on which Executive accepts employment with or provides service to, in any capacity, any other business or entity in exchange for compensation. Executive shall have no obligation to mitigate damages. For the purposes of this Agreement, “Good Reason” exists if, without Executive’s express written consent (except as contemplated by this Agreement or in connection with the termination For Cause, or under the circumstances described in Section 4(a) hereof), (i) the responsibilities of Executive are substantially reduced or altered, (ii) Executive’s Base Salar...
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Related to Executive's Termination 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; Termination for Good Reason If the Company shall terminate the Executive’s employment, other than for Cause, or the Executive shall terminate his employment for Good Reason, then;

  • 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 Without Cause or Termination for Good Reason (a) The Company may terminate the Executive's employment hereunder without Cause, and the Executive shall be permitted to terminate his employment hereunder for Good Reason (as hereinafter defined). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Employee effects a termination for Good Reason, the Executive shall be entitled to receive all the benefits provided for under Section 3.6 of this Agreement.

  • 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 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 for Cause; Voluntary Termination If at any time during the Term the Executive’s employment with the Company is terminated pursuant to Section 4.6 or 4.7, the Executive shall be entitled to only the following:

  • Voluntary Termination; Termination for Cause If Executive's employment with the Company terminates voluntarily by Executive or for Cause by the Company, then all vesting of the Option and all other options granted to Executive will terminate immediately and all payments of compensation by the Company to Executive hereunder and all obligations with respect thereto (including, without limitations, with respect to base salary, bonuses, employee benefits, relocation and temporary living reimbursements and other expense reimbursements) will terminate immediately (except as to amounts already earned).

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