Common use of For Good Reason by Executive Clause in Contracts

For Good Reason by Executive. Executive may, at his option, terminate Executive’s employment for “Good Reason” by giving a notice of termination to Employer in the event that, in the absence of events that would support a termination of Executive for Cause: (i) there is a material failure of Employer (or successor employer) to pay Executive’s salary or additional compensation or benefits hereunder in accordance with this Employment Agreement; (ii) Executive’s annual Base Salary is materially decreased without his prior written consent; (iii) Executive is assigned duties substantially inconsistent with his title and the responsibilities set forth in Executive’s job description, without Executive’s prior written consent; (iv) Executive’s place of employment is changed to a location that is greater than fifty (50) miles from Executive’s current place of employment which is contemplated to be 000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxxxx 00000; or (v) any other material violation or breach by Employer of this Employment Agreement. Notwithstanding the foregoing, none of the events described in clauses (i) through (v) above shall constitute Good Reason unless Executive shall have notified Employer in writing describing the event which constitute Good Reason within thirty (30) days after Executive first becomes aware of such event and then only if Employer and/or its subsidiaries shall have failed to reasonably cure such events, if curable, within thirty (30) days after Employer’s receipt of such written notice and Executive elects to terminate his employment as a result within thirty (30) days following the end of such thirty (30) day period (assuming, for the avoidance of doubt, that Employer does not elect to cure).

For Good Reason by Executive. Executive may, at his option, terminate Executive’s employment for “Good Reason” by giving a notice of termination to Employer in the event that, in the absence of events that would support a termination of Executive for Cause: (i) there is a material failure of Employer (or successor employer) to pay Executive’s salary or additional compensation or benefits hereunder in accordance with this Employment Agreement; (ii) Executive’s annual Base Salary is materially decreased without his prior written consent; (iii) Executive is assigned duties substantially materially inconsistent with his title and the responsibilities set forth in Executive’s job description, without Executive’s prior written consent; (iv) Executive’s place of employment is changed to a location that is greater than fifty (50) miles from Executive’s current place of employment which is contemplated to be 000 Xxxxxxxxxx Xxxxxin Wayne, Xxxxx 000, Xxxxxxx, Xxxxxxxxxxxx 00000Pennsylvania; or (v) any other material violation or breach by Employer of this Employment Agreement. Notwithstanding the foregoing, none of the events described in clauses (i) through (viv) above shall constitute Good Reason unless Executive shall have notified Employer in writing describing the event which constitute Good Reason within thirty (30) days after Executive first becomes aware of such event and then only if Employer and/or its subsidiaries shall have failed to reasonably cure such events, if curable, within thirty (30) days after Employer’s receipt of such written notice and Executive elects to terminate his employment as a result within thirty (30) days following the end of such thirty (30) day period (assuming, for the avoidance of doubt, that Employer does not elect to cure).. ​

For Good Reason by Executive. Executive may, at his option, terminate Executive’s employment for “Good Reason” by giving a notice of termination to Employer in the event that, in the absence of events that would support a termination of Executive for Cause: (i) there is a material failure of Employer (or successor employer) to pay Executive’s salary or additional compensation or benefits hereunder in accordance with this Employment Agreement; (ii) Executive’s annual Base Salary is materially decreased without his prior written consent; (iii) Executive is assigned duties substantially materially inconsistent with his title and the responsibilities set forth in Executive’s job description, without Executive’s prior written consent; (iv) Executive’s place of employment is changed to a location that is greater than fifty (50) miles from Executive’s current place of employment which is contemplated to be 000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxxxx 00000(disregarding for this purpose any remote work arrangements); or (v) any other material violation or breach by Employer of this Employment Agreement. Notwithstanding the foregoing, none of the events described in clauses (i) through (viv) above shall constitute Good Reason unless Executive shall have notified Employer in writing describing the event which constitute Good Reason within thirty (30) days after Executive first becomes aware of such event and then only if Employer and/or its subsidiaries shall have failed to reasonably cure such events, if curable, within thirty (30) days after Employer’s receipt of such written notice and Executive elects to terminate his employment as a result within thirty (30) days following the end of such thirty (30) day period (assuming, for the avoidance of doubt, that Employer does not elect to cure).. ​

For Good Reason by Executive. Executive may, at his option, terminate Executive’s employment for “Good Reason” by giving a notice of termination to Employer in the event that, in the absence of events that would support a termination of Executive for Cause: (i) there is a material failure of Employer (or successor employer) to pay Executive’s salary or additional compensation or benefits hereunder in accordance with this Employment Agreement; (ii) Executive’s annual Base Salary is materially decreased without his prior written consent; (iii) Executive is assigned duties substantially inconsistent with his title and the responsibilities set forth in Executive’s job description, without Executive’s prior written consent; (iv) Executive’s place of employment is changed to a location that is greater than fifty (50) miles from Executive’s current place of employment which is contemplated to be 000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxxxx 00000; or (v) any other material violation or breach by Employer of this Employment Agreement. Notwithstanding the foregoing, none of the events described in clauses (i) through (v) above shall constitute Good Reason unless Executive shall have notified Employer in writing describing the event which constitute Good Reason within thirty (30) days after Executive first becomes aware of such event and then only if Employer and/or its subsidiaries shall have failed to reasonably cure such events, if curable, within thirty (30) days after Employer’s receipt of such written notice and Executive elects to terminate his employment as a result within thirty (30) days following the end of such thirty (30) day period (assuming, for the avoidance of doubt, that Employer does not elect to cure).thirty

For Good Reason by Executive. Notwithstanding the provisions of Section 8.a above, the date as of which the Executive mayresigns from his employment with the Company for Good Reason, at which date shall be no less than 45 days following the date on which the Executive provides the Company with written notice, delivered in accordance with Section 13.d hereof, of his optionintent to so resign for Good Reason. For purposes of this Agreement, terminate Executive’s employment for “Good Reason” by giving shall mean: (1) a notice of termination to Employer material and adverse reduction in the event thattitle, in the absence of events that would support a termination authority, duties or responsibilities of Executive for Cause: (i) there is a material failure of Employer (or successor employer) to pay Executive’s salary or additional compensation or benefits hereunder in accordance with this Employment Agreement; (ii) Executive’s annual Base Salary is materially decreased without his prior written consent; (iii) Executive is assigned duties substantially inconsistent with his title and the responsibilities as set forth in Executive’s job description, this Agreement without Executive’s prior written consent; consent (ivand at a time when there are no circumstances pending that would permit the Company to terminate Executive for Cause); (2) a reduction of more than 10% in Executive’s place Base Salary or Annual Bonus, unless the salary or compensation reduction is part of employment is changed a general reduction applied to a location that is greater all executive employees; (3) the relocation of the Executive’s primary worksite more than fifty (50) miles from Executivethe location of the Company’s current place headquarters as of employment which is contemplated to be 000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxxxx 00000the Effective Date without his prior consent; or or (v4) any other material breach or material violation or breach by Employer of a material provision of this Employment AgreementAgreement by the Company (or any successor) to the Company. Notwithstanding the foregoing, none before Executive may resign for Good Reason, (A) Executive must provide the Company with written notice within ninety (90) days of the events described in clauses (i) through (v) above shall initial event that Executive believes constitutes “Good Reason” specifically identifying the facts and circumstances claimed to constitute the grounds for Executive’s resignation for Good Reason unless Executive shall have notified Employer in writing describing and the event proposed termination date (which constitute Good Reason within thirty will not be less than forty-five (3045) days after Executive first becomes aware the giving of such event and then only if Employer and/or its subsidiaries shall have failed to reasonably cure such events, if curable, within thirty (30) days after Employer’s receipt of such written notice hereunder by Executive to the Company), and Executive elects to terminate his employment as a result within (B) the Company must have an opportunity of at least thirty (30) days following the end delivery of such thirty (30) notice to cure the Good Reason condition and the Company must have failed to cure such Good Reason condition during that 30 day period (assumingperiod. If the Executive’s employment is terminated pursuant to this Section 8.f, for the avoidance of doubt, that Employer does not elect to cure).and except as otherwise provided in Section 8.g below:

For Good Reason by Executive. Executive may, at his option, may terminate Executive’s her employment under this Agreement for Good Reason. “Good Reason” by giving a notice of termination to Employer in the event thatshall mean, in each case to the absence of events that would support a termination of Executive for Cause: extent not consented by Executive: (i) there is a breach by the Company of any material failure provision of Employer (this Agreement or successor employer) to pay Executive’s salary or additional compensation or benefits hereunder in accordance with this Employment Agreement; any other written agreement between Executive and the Company; (ii) material a reduction of the Executive’s annual Base Salary is materially decreased without his prior written consent; authority, duties, responsibilities, or requiring Executive to report to any individual or governing body other than the Company’s Board; (iii) Executive is assigned duties substantially inconsistent with his title and a reduction of the responsibilities set forth in Executive’s job description, without Executive’s prior written consent; then-current Base Salary or Annual Bonus Target; (iv) an involuntary relocation of Executive’s principal place of employment by more than 100 miles or two (2) hours one-way driving time, provided that the Executive is changed required to a location that is greater than fifty (50) miles from Executive’s current report to such place of employment which is contemplated to be 000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxxxx 00000in person; or (v) the Company’s failure to obtain an agreement from any other material violation successor to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; (vi) the Company’s Common Stock no longer being publicly traded; or breach by Employer (vii) the Company’s failure to renew this Agreement at the end of this Employment Agreementthe Initial Term or the then-current Renewal Term. Notwithstanding the foregoing, none of no action by the events described in clauses (i) through (v) above Company shall constitute Good Reason unless Executive and until (A) the Company shall have notified Employer in writing describing received, within thirty (30) days of Executive’s discovery of the event which constitute existence of the condition constituting Good Reason, written notice from the Executive alleging that such Good Reason exists and setting forth the basis therefore in reasonable detail (the “Good Reason Notice”); and (B) within thirty (30) days after Executive first becomes aware the receipt of such event and then only if Employer and/or its subsidiaries said notice by the Company, the Company shall have failed to reasonably cure or correct the circumstances giving rise to such events, if curable, within thirty (30) days after Employer’s receipt of such written notice and Executive elects to terminate his employment as a result within thirty (30) days following the end of such thirty (30) day period (assuming, for the avoidance of doubt, that Employer does not elect to cure)Good Reason.

For Good Reason by Executive. The Employment Term and Executive’s employment hereunder may be terminated by Executive mayfor Good Reason following the delivery by Executive of a Notice of Termination to the Company. The expiration of the Employment Term on the date immediately preceding the fifth anniversary of the Effective Date shall not be considered a termination without Cause under this Agreement or otherwise result in the payment of severance or post-employment benefits pursuant to Section 8.1 of this Agreement if Executive is not otherwise terminated pursuant to Section 8.1 of this Agreement prior to such date. If Executive’s employment is terminated by Executive for Good Reason, Executive shall be entitled to receive: (a) within five (5) business days following termination, a lump sum payment in an amount equal to the Accrued Obligations; (b) the Pro-Rata Bonus, payable as soon as reasonably practicable following the date of Executive’s termination of employment; provided that, if necessary to avoid the application of Section 409A of the Code to the Pro Rata Bonus, Executive shall not receive any such Pro Rata Bonus installment until the First Payment Date; and (c) continued health and life insurance benefits for Executive and his spouse and dependents, if any, for a twelve (12) month period following the date of Executive’s termination of employment, on the same basis as such benefits are provided from time to time to actively employed senior executives of the Company; provided that the Company’s obligation to provide such health and life insurance benefits shall cease with respect to such benefits at the time Executive becomes eligible for such benefits from another employer. Notwithstanding anything to the contrary in this Agreement, no further payments or benefits shall be due under this Section 8.3 if, at his optionany time after Executive’s employment is terminated pursuant to this Section 8.3 and prior to the time when any payment is made or benefit provided pursuant to this Section 8.3, the Board determines, in accordance with the procedures set forth in Section 8.1 of this Agreement, that grounds existed, on or prior to the date of termination of Executive’s employment with the Company, including prior to the Effective Date, for the Company to terminate Executive’s employment for “Good Reason” by giving a notice Cause; provided, however, that, Executive shall in all events be entitled to receive his Base Salary through the date of termination to Employer in the event that, in the absence of events that would support a termination of and reimbursement for any unreimbursed business expenses properly incurred by Executive for Cause: (i) there is a material failure of Employer (or successor employer) to pay Executive’s salary or additional compensation or benefits hereunder in accordance with this Employment Agreement; (ii) Company policy through the date of Executive’s annual termination. Executive shall have no rights to any further compensation (including any Base Salary is materially decreased without his prior written consent; (iiiSalary, Transition Bonus, Annual Bonus, or payments under any long-term or equity-based compensation awards) or any other benefits under this Agreement. All other benefits, if any, due Executive is assigned duties substantially inconsistent following a termination pursuant to this Section 8.3 shall be determined in accordance with his title the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance plan, policy or program of the Company. Executive and the responsibilities set forth in Executive’s job description, without Executive’s prior written consent; (iv) Executive’s place of employment is changed Company acknowledge that any payments and benefits provided to a location that is greater than fifty (50) miles from Executive’s current place of employment which is contemplated to be 000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxxxx 00000; or (v) any other material violation or breach by Employer of this Employment Agreement. Notwithstanding the foregoing, none of the events described in Executive under clauses (ib) through (vd) above shall constitute Good Reason unless of this Section 8.3 relate solely to services rendered by Executive shall have notified Employer in writing describing to the event which constitute Good Reason within thirty (30) days Company on and after Executive first becomes aware of such event and then only if Employer and/or its subsidiaries shall have failed to reasonably cure such events, if curable, within thirty (30) days after Employer’s receipt of such written notice and Executive elects to terminate his employment as a result within thirty (30) days following the end of such thirty (30) day period (assuming, for the avoidance of doubt, that Employer does not elect to cure)Effective Date.

For Good Reason by Executive. Executive may, at his her option, terminate Executive’s employment for “Good Reason” by giving a notice of termination to Employer in the event that, in the absence of events that would support a termination of Executive for Cause: (i) there is a material failure of Employer (or successor employer) to pay Executive’s salary or additional compensation or benefits hereunder in accordance with this Employment Agreement; (ii) Executive’s annual Base Salary is materially decreased without his her prior written consent; (iii) Executive is assigned duties substantially inconsistent with his her title and the responsibilities set forth in Executive’s job description, without Executive’s prior written consent; (iv) Executive’s place of employment is changed to a location that is greater than fifty (50) miles from Executive’s current place of employment which is contemplated to be 000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxxxx 00000; or (v) any other material violation or breach by Employer of this Employment Agreement. Notwithstanding the foregoing, none of the events described in clauses (i) through (v) above shall constitute Good Reason unless Executive shall have notified Employer in writing describing the event which constitute Good Reason within thirty (30) days after Executive first becomes aware of such event and then only if Employer and/or its subsidiaries shall have failed to reasonably cure such events, if curable, within thirty (30) days after Employer’s receipt of such written notice and Executive elects to terminate his her employment as a result within thirty (30) days following the end of such thirty (30) day period (assuming, for the avoidance of doubt, that Employer does not elect to cure).

For Good Reason by Executive. Executive may, at his option, terminate Executive’s employment for “Good Reason” by giving a notice of termination to Employer in the event that, in the absence of events that would support a termination of Executive for Cause: (i) there is a material failure of Employer (or successor employer) to pay Executive’s salary or additional compensation or benefits hereunder in accordance with this Employment Agreement; (ii) Executive’s annual Base Salary is materially decreased without his prior written consent; (iii) Executive is assigned duties substantially materially inconsistent with his title and the responsibilities set forth in Executive’s job description, without Executive’s prior written consent; (iv) Executive’s place of employment is changed to a location that is greater than fifty (50) miles from Executive’s current place of employment which is contemplated to be 000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxxxx 00000(disregarding for this purpose any remote work arrangements); or (v) any other material violation or breach by Employer of this Employment Agreement. Notwithstanding the foregoing, none of the events described in clauses (i) through (viv) above shall constitute Good Reason unless Executive shall have notified Employer in writing describing the event which constitute Good Reason within thirty (30) days after Executive first becomes aware of such event and then only if Employer and/or its subsidiaries shall have failed to reasonably cure such events, if curable, within thirty (30) days after Employer’s receipt of such written notice and Executive elects to terminate his employment as a result within thirty (30) days following the end of such thirty (30) day period (assuming, for the avoidance of doubt, that Employer does not elect to cure).. Executive and Employer agree that the reduction in Executive’s Base Salary and Executive’s shift to part-time status as of the Agreement Effective Date (as set forth in this Employment Agreement) ​ were mutually agreed upon by the parties (and with prior consent of Executive) and therefore do not, individually or together, constitute Good Reason as defined in this Employment Agreement or the Prior Agreement. ​

For Good Reason by Executive. Executive may, at his her option, terminate Executive’s employment for “Good Reason” by giving a notice of termination to Employer in the event that, in the absence of events that would support a termination of Executive for Cause: (i) there is a material failure of Employer (or successor employer) to pay Executive’s salary or additional compensation or benefits hereunder in accordance with this Employment Agreement; (ii) Executive’s annual Base Salary is materially decreased without his her prior written consent; (iii) Executive is assigned duties substantially materially inconsistent with his her title and the responsibilities set forth in Executive’s job description, without Executive’s prior written consent; (iv) Executive’s place of employment is changed to a location that is greater than fifty (50) miles from Executive’s current place of employment which is contemplated to be 000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxxxx 00000(disregarding for this purpose any remote work arrangements); or (v) any other material violation or breach by Employer of this Employment Agreement. Notwithstanding the foregoing, none of the events described in clauses (i) through (viv) above shall constitute Good Reason unless Executive shall have notified Employer in writing describing the event which constitute Good Reason within thirty (30) days after Executive first becomes aware of such event and then only if Employer and/or its subsidiaries shall have failed to reasonably cure such events, if curable, within thirty (30) days after Employer’s receipt of such written notice and Executive elects to terminate his her employment as a result within thirty (30) days following the end of such thirty (30) day period (assuming, for the avoidance of doubt, that Employer does not elect to cure).. ​

For Good Reason by Executive. Executive may, at his option, terminate Executive’s employment for “Good Reason” by giving a notice of termination to Employer in the event that, in the absence of events that would support a termination of Executive for Cause:: 4 ​ (i) there is a material failure of Employer (or successor employer) to pay Executive’s salary or additional compensation or benefits hereunder in accordance with this Employment Agreement; (ii) Executive’s annual Base Salary is materially decreased without his prior written consent; (iii) Executive is assigned duties substantially materially inconsistent with his title and the responsibilities set forth in Executive’s job description, without Executive’s prior written consent; (iv) Executive’s place of employment is changed to a location that is greater than fifty (50) miles from Executive’s current place of employment which is contemplated to be 000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxxxx 00000(disregarding for this purpose any remote work arrangements); or (v) any other material violation or breach by Employer of this Employment Agreement. Notwithstanding the foregoing, none of the events described in clauses (i) through (viv) above shall constitute Good Reason unless Executive shall have notified Employer in writing describing the event which constitute Good Reason within thirty (30) days after Executive first becomes aware of such event and then only if Employer and/or its subsidiaries shall have failed to reasonably cure such events, if curable, within thirty (30) days after Employer’s receipt of such written notice and Executive elects to terminate his employment as a result within thirty (30) days following the end of such thirty (30) day period (assuming, for the avoidance of doubt, that Employer does not elect to cure).. ​