Good Reason for Termination. In the event that the Executive's employment relationship with the Companies is terminated for any of the reasons described in this Section 4, the Executive shall be entitled to Severance Benefits, subject to and described in Section 2 of this Agreement. "Good Reason" shall constitute any of the following circumstances if they occur without the Executive's express written consent during the term of this Agreement:
Good Reason for Termination. In the event that Executive desires to terminate employment with the Companies for Good Reason, the Executive must provide the Companies with written notice no later than 45 calendar days after the Executive knows or should have known that Good Reason has occurred; provided that any such notice shall not be deemed to have been given unless and until a copy of the notice has been delivered to the Chief Executive Officer of PROASSURANCE in accordance with Section 13 hereof. Following the Executive’s notice, the Companies shall have thirty (30) calendar days to rectify the circumstances causing the Good Reason. If the Companies fail to rectify the event(s) causing the Good Reason within the thirty (30) day period after the Executive’s notice, or if the Chief Executive Officer of PROASSURANCE delivers to the Executive written notice stating that the circumstances cannot or shall not be rectified, the Executive shall be entitled to assert Good Reason and terminate employment on or before ninety (90) days after the delivery of the Executive’s notice. Should Executive fail to provide the required notice in a timely manner, Good Reason shall not be deemed to have occurred as a result of that event. The term of this Agreement shall not be deemed to have expired during the notice period, however, as long as the Executive has provided notice within the term.
Good Reason for Termination. In the event that there is a Change of Control and the Executive's employment relationship with the Company is terminated for any of the reasons described in this Paragraph, the Executive shall be entitled to the Severance Benefits, subject to and described in Paragraph 2 of this Agreement.
Good Reason for Termination. In the event that Executive desires to terminate employment with the Companies for Good Reason, the Executive must provide the Companies with written notice no later than 45 calendar days after the Executive knows or should have known that Good Reason has occurred. Following the Executive’s notice, the Companies shall have 45 calendar days to rectify the circumstances causing the Good Reason. If the Companies fail to rectify the event(s) causing the Good Reason within the 45 day period after the Executive’s notice, or if any of the Companies delivers to the Executive written notice stating that the circumstances cannot or shall not be rectified, the Executive shall be entitled to assert Good Reason and terminate employment on or before 90 days after the delivery of the Executive’s notice. Should Executive fail to provide the required notice in a timely manner, Good Reason shall not be deemed to have occurred as a result of that event. The term of this Agreement shall not be deemed to have expired during the notice period, however, as long as the Executive has provided notice within the term.
Good Reason for Termination. Executive may terminate his employment during the Term for Good Reason. If executive terminates his employment during the Term for Good reason, he shall be paid his Base Salary accrued through the date of termination of employment and shall receive the severance payment equal to his monthly Base Salary for a period of twelve (12) months following such termination and the benefits provided in Section 5.02. Except as provided in Section 5.01(d), no additional Base Salary or severance payment shall be payable to Executive if this Agreement is terminated for Good Reason. “Good Reason” will be deemed to have occurred if: (a) taking into account Executive’s performance under this Agreement, there is a material reduction in Executive’s title or position or an assignment to Executive of material duties that are inconsistent with Executive’s title or position, or (b) the Company, its successors or assigns, breaches any of its material obligations to Executive under this Agreement. Termination of this Agreement for Good Reason is conditioned on the following: (i) Executive must give the Company written notice of the facts or events giving rise to Good Reason at least 60 days prior to such termination, and within 30 days following the facts or event alleged to give rise to Good Reason; (ii) such grounds for Good Reason must continue and not be remedied for a period of 30 days or more following the Company’s receipt of such notice; (iii) Executive must terminate his employment during the Term no later than six months following the date of the initial existence of the grounds for Good Reason; and (iv) the Company does not have Cause to terminate Executive pursuant to Section 4.04. The failure to give such notice on a timely basis shall be deemed a waiver of the right to terminate this Agreement for Good Reason based on such fact or event. Notwithstanding the forgoing, if Executive gives notice to the Company of his Good Reason or alleged Good Reason for termination of his employment, the Company may, in its sole discretion, elect to accelerate the termination of Executive’s employment without further notice period, and to pay Executive the Severance Payment due under this Agreement.
Good Reason for Termination. In the event that Executive desires to terminate employment with the Companies for Good Reason (other than for death or Disability or notice under Section 3(g) hereof), the Executive must provide the Companies with written notice no later than 45 calendar days after the Executive knows or should have known that Good Reason has occurred. Following the Executive’s notice, the Companies shall have 45 calendar days to rectify the circumstances causing the Good Reason. If the Companies fail to rectify the event(s) causing the Good Reason within the 45 day period after the Executive’s notice, or if any of the Companies delivers to the Executive written notice stating that the circumstances cannot or shall not be rectified, the Executive shall be entitled to assert Good Reason and terminate employment on or before 90 days after the delivery of the Executive’s notice. Should Executive fail to provide the required notice in a timely manner, Good Reason shall not be deemed to have occurred as a result of that event. The term of this Agreement shall not be deemed to have expired during the notice period, however, as long as the Executive has provided notice within the term.
Good Reason for Termination by Executive of Executive's employment means the occurrence (without Executive's express written consent) of any one of the following acts by the Company or failures by the Company to act:
(a) the assignment to Executive of any duties inconsistent in any material respect with the position of (including status, office, title and reporting requirements), or the authority, duties or responsibilities of the , or any other diminution in any material respect in such position, authority, duties or responsibilities unless agreed to by Executive;
(b) the Company's requiring Executive to be based at, or perform his principal functions at, any office or location other than a location within 35 miles of the Main Office unless such other location is closer to Executive's then-primary residence than the Main Office;
(c) a reduction in Base Salary or annual incentive target opportunity under the Executive Annual Incentive Plan or other such plan; and
(d) a material reduction in Executive's welfare benefits plans, qualified retirement plan, or paid time off benefit unless other senior executives suffer a comparable reduction.
Good Reason for Termination by Executive of Executive's employment means the occurrence (without Executive's express written consent) of any one of the following acts by the Company or failures by the Company to act:
(a) the assignment to Executive of any duties inconsistent in any material respect with the position of President and Chief Operating Officer (including, office, title and reporting requirements), or the authority, duties or responsibilities of the President and Chief Operating Officer, or any other diminution in any material respect in such position, authority, duties or responsibilities unless agreed to by Executive (other than any such diminution resulting from incapacity due to disability);
(b) the sale or other disposition of a material portion of the business or assets of the Company which results in a material change to the Executive’s position as President and Chief Operating Officer, or the authority, duties or responsibilities associated with such position (including office, title and reporting requirements);
(c) the Company's involuntary relocation of Executive’s primary office to any location more than 35 miles from the Company’s principal executive offices, resulting in a materially longer normal commute for Executive (excluding reasonably required travel on Company business);
(d) a reduction in Base Salary or annual incentive target opportunity under the Executive Annual Incentive Plan or other such plan; and
(e) a material reduction in Executive's welfare benefits plans, qualified retirement plan, or paid time off benefit unless other senior executives suffer a comparable reduction.
Good Reason for Termination by Executive of Executive's employment means the occurrence (without Executive's express written consent) of any one of the following acts by the Company or failures by the Company to act:
(a) the assignment to Executive of any duties inconsistent in any material respect with the position of Chief Executive Officer (including, office, title and reporting requirements), or the authority, duties or responsibilities of the Chief Executive Officer, or any other diminution in any material respect in such position, authority, duties or responsibilities unless agreed to by Executive (other than any such diminution resulting from incapacity due to disability);
(b) the sale or other disposition of a material portion of the business or assets of the Company which results in a material change to the Executive’s position as Chief Executive Officer, or the authority, duties or responsibilities associated with such position (including office, title and reporting requirements);
(c) the Company's involuntary relocation of Executive’s primary office to any location more than 35 miles from the Company’s principal executive offices, resulting in a materially longer normal commute for Executive (excluding reasonably required travel on Company business);
(d) a reduction in Base Salary or annual incentive target opportunity under the Executive Annual Incentive Plan or other such plan; and
(e) a material reduction in Executive's welfare benefits plans, qualified retirement plan, or paid time off benefit unless other senior executives suffer a comparable reduction.
Good Reason for Termination. In the event that there is a Change of Control and the Executive's employment relationship with the Company is terminated for any of the reasons described in this Paragraph, the Executive shall be entitled to the Severance Benefits, subject to and described in Paragraph 2 of this Agreement. "Good Reason" shall constitute any of the following circumstances if they occur without the Executive's express written consent and within twenty-four months following a Change in Control. 5 <PAGE> a. The Executive no longer holds an executive level position with executive level responsibilities with the Company or an affiliate of the Company consistent with the Executive's training and experience; b. The Company requires that the Executive be based at a location in excess of fifty (50) miles from the location of the Executive's principal office at the time of the Change of Control; c. The failure of the Company to provide to the Executive, at a level commensurate with the Executive's position, all incentive compensation opportunities and employee benefits that are provided to other executives of comparable rank with the Company; d. A breach by the Company or Holdings or any successor of the provisions of this Change of Control Agreement; e. The termination of the Executive's employment by the Company or a successor for a reason other than: (i) death; (ii) retirement pursuant to the Company's pension plans then in effect; (iii) the Executive has reached the age of 65, (iv) Disability, as explained in Paragraph 6 of this Agreement; or (v) for Cause, as explained in Paragraph 7 of this Agreement; or f. A reduction by the Company in the Executive's base salary in effect as of ninety (90) calendar days prior to the Change of Control. The Executive must provide the Company with written notice ("Notice") no later than forty-five (45) calendar days after the Executive knows or should have known that Good Reason has occurred. Following the Executive's Notice, the Company shall have forty-five (45) calendar days to rectify the circumstances causing the Good Reason. If the Company fails to rectify the event(s) causing the Good Reason within the forty-five (45) day period after the Executive's Notice, or if the Company delivers to the Executive written Notice stating that the circumstances cannot, or shall not, be rectified, the Executive shall be entitled for forty-five (45) days thereafter to assert Good Reason. Should the Executive fail to provide the required Notice in a timel...
