Common use of Good Reason for Termination Clause in Contracts

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. 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 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 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. 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 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)for such monthly payment and a pro-rated portion of any earned Performance Bonus, no additional Base Salary or other 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 positionposition or as contemplated by this agreement, 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. 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 termination, and the benefits provided in Section 5.02. Except as provided in Section 5.01(d)for such monthly payment and a pro-rated portion of any earned Minimum Bonus or Performance Bonus, no additional Base Salary or other 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) if 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.