Good Reason Resignation. Executive may resign for Good Reason due to the occurrence of any of the following without Executive’s consent: (i) material breach by the Company of any of the terms and provisions of this Agreement resulting in material harm to Executive; (ii) a material reduction of Executive’s authority, duties or responsibilities; (iii) relocation of Executive’s place of work that would increase Executive’s one-way commuting distance by more than fifty (50) miles over Executive’s commute immediately prior thereto; or (iv) a material reduction by VaxGen of Executive’s then-current base salary (except where such reduction is imposed uniformly on other senior executives of the Company). Notwithstanding the foregoing, a resignation of employment by Executive shall not constitute a resignation for Good Reason based on the conduct described above unless (A) within thirty (30) days following the occurrence of such conduct, Executive provides VaxGen’s Chief Executive Officer (or the Board in the case Executive is then serving as the Chief Executive Officer or there is no one serving as the Chief Executive Officer) with written notice specifying (x) the particulars of such conduct and (y) that Executive deems such conduct to be described in (i), (ii), (iii) or (iv) of this Section 10(c), (B) such conduct has not been cured within thirty (30) days following receipt by VaxGen’s Chief Executive Officer (or the Board in the case of Executive is then serving as the Chief Executive Officer or there is no one serving as the Chief Executive Officer) of such notice and (C) the resignation occurs within one hundred and twenty (120) days of the occurrence of such conduct. Executive’s resignation shall be effective on the date specified in the notice given hereunder, which date shall not be earlier than the earliest date permitted by the preceding sentence, nor later than the latest date permitted by the preceding sentence (unless such earlier or later resignation date is permitted by the Company).
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Samples: Executive Employment Agreement (Vaxgen Inc), Executive Employment Agreement (Vaxgen Inc)
Good Reason Resignation. Executive may resign for Good Reason due For purposes of this Agreement, Marrxxxx'x xxxloyment shall be deemed to the occurrence have been terminated by reason of any of the following without Executive’s consent: a "good-reason resignation" if Marrxxxx xx his sole discretion elects to discontinue his employment with Weston because either (i) material breach by the Company of any of the terms and provisions of this Agreement resulting in material harm to Executive; (ii) a material reduction of Executive’s authorityhis responsibilities, duties or responsibilities; authority have changed materially from their level as of December 3, 1996 (iiithe "Effective Date") relocation which change 2 substantially reduces the rank or level, responsibility or scope of Executive’s place of work that would increase Executive’s one-way commuting distance by more than fifty (50) miles over Executive’s commute immediately prior thereto; or (iv) a material reduction by VaxGen of Executive’s then-current base salary (except where such reduction is imposed uniformly on other senior executives of the Company). Notwithstanding the foregoing, a resignation of employment by Executive shall not constitute a resignation for Good Reason based on the conduct described above unless (A) within thirty (30) days following the occurrence of such conduct, Executive provides VaxGen’s Chief Executive Officer Marrxxxx'x xxxition with Weston (or the Board its successor in the case Executive is then serving of a merger, consolidation, acquisition or transfer of substantially all of its business assets) below that which he has on the Effective Date as the Weston's President and Chief Executive Officer or there is no one serving as (ii) the Chief Executive Officer) with composition of the Board of Directors of Weston materially changes. For purposes hereof, the composition of the Board of Directors shall be deemed to have materially changed if at any time after the Effective Date and during any twelve consecutive months four or more incumbent directors who are not Roy X. Xxxxxx xx any relative of Roy X. Xxxxxx xxxse to be directors of Weston (whether by shareholder action or otherwise). If Marrxxxx xxxcts to terminate his employment under this Section 3, his written notice specifying (x) under Section 4 shall include the particulars of such conduct and (y) that Executive deems such conduct to be described in (i), (ii), (iii) specific matter or (ivmatters which Marrxxxx xxxerts constitute reason for a "good-cause resignation.""
1. Section 5(c) of this the Severance Agreement is amended by changing the period of time for which the non-competition provisions are applicable from two years to sixteen months and by deleting the last sentence thereof in its entirety.
2. Section 10(c), 13 of each of the Supplemental Retirement Agreements (Bthe "Supplemental Retirement Agreements") such conduct has not been cured within thirty (30) days following receipt by VaxGen’s Chief Executive Officer (or the Board referred to in the case "Background" to the Severance Agreement are modified by reducing the period of Executive is then serving as non-competition from three years to sixteen months so that the Chief Executive Officer or there is no one serving as period of non-competition in both the Chief Executive Officer) of such notice Severance Agreement and (C) the resignation occurs within one hundred and twenty (120) days of the occurrence of such conduct. Executive’s resignation Supplemental Retirement Agreement shall be effective on for a period of sixteen months.
3. Except as herein modified, the date specified in parties hereto ratify and confirm the notice given hereunder, which date shall not be earlier than Severance Agreement and the earliest date permitted by the preceding sentence, nor later than the latest date permitted by the preceding sentence (unless such earlier or later resignation date is permitted by the Company)Supplemental Retirement Agreements.
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Good Reason Resignation. Executive may resign for Good Reason due to the occurrence of any of the following without Executive’s consent: (i) material breach by the Company of any of the terms and provisions of this Agreement resulting in material harm to Executive; (ii) a material reduction of Executive’s authority, duties or responsibilities; (iii) relocation of Executive’s place of work that would increase Executive’s one-way commuting distance by more than fifty (50) miles over Executive’s commute immediately prior thereto; or (iv) a material reduction by VaxGen of Executive’s then-current base salary (except where such reduction is imposed uniformly on other senior executives of the Company). Notwithstanding the foregoing, a resignation of employment by Executive shall not constitute a resignation for Good Reason based on the conduct described above unless (A) within thirty (30) days following the occurrence of such conduct, Executive provides VaxGen’s Chief Executive Officer (or the Board in the case Executive is then serving as the Chief Executive Officer or there is no one serving as the Chief Executive Officer) with written notice specifying (x) the particulars of such conduct and (y) that Executive deems such conduct to be described in (i), (ii), (iii) or (iv) of this Section 10(c), (B) such conduct has not been cured within thirty (30) days following receipt by VaxGen’s Chief Executive Officer (or the Board in the case of Executive is then serving as the Chief Executive Officer or there is no one serving as the Chief Executive Officer) of such notice and (C) the resignation occurs within one hundred and twenty (120) days of the occurrence of such conduct. Executive’s resignation shall be effective on the date specified in the notice given hereunder, which date shall not be earlier than the earliest date permitted by the preceding sentence, nor later than the latest date permitted by the preceding sentence (unless such earlier or later resignation date is permitted by the Company).
3. Section 10(i) of the Employment Agreement regarding the application of Section 409A of the Code to the payment of certain severance benefits is amended and restated in its entirety as follows:
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