Good Reason Termination. Good Reason Termination means a Termination of Employment initiated by Participant that is related to one or more conditions described in subsection (a), and that is subject to the timing, notice and remedy provisions of subsection (b):
Good Reason Termination. The Executive may resign and terminate the Term and the Executive’s employment with the Company for “Good Reason” upon not less than 30 days prior written notice to the Company if the Company fails to fully cure the effect of such condition within 30 days following receipt of Executive’s written notice.
(i) For purposes of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s employment with the Company if any of the following events occur without the Executive’s consent:
(A) A material diminution in the Executive’s Base Salary;
(B) A material diminution in the Executive’s authority, duties or responsibilities as set forth in Section 2;
(C) To the extent applicable, a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors of the Company or its Affiliates or any of their successors, survivors or assigns;
(D) A material diminution in title;
(E) A material change in the geographic location in which the Executive must perform services under this Agreement; or
(F) Any other action or inaction that constitutes a material breach of this Agreement. Notwithstanding the foregoing, Good Reason shall cease to exist for an event on the 90th day following the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company written notice of Executive’s intent to terminate prior to such date. The mere occurrence of a Change in Control shall not constitute “Good Reason” for the Executive to voluntarily terminate the Term and the Executive’s employment.
(ii) In the event that the Executive terminates the Term and the Executive’s employment with the Company for Good Reason pursuant to this Section 4(e), the Executive will be entitled to:
(A) Payment of the Accrued Obligations in accordance with the schedule described in Section 4(a);
(B) Continuation of the Executive’s Base Salary in effect on the date of the Executive’s termination of employment or, if greater, the Executive’s Base Salary in effect immediately prior to any event described in Section 4(e)(i)(A) for one year following the date of the Executive’s termination, which payments shall begin immediately following the date of termination (subject to applicable Federal and state law and regulation) and be payable in accordance with the Company’s normal payroll practices, over such period;
(C) Any accrued but unpaid annual bonus, which shall be paid pursuant to the terms of the...
Good Reason Termination. A Good Reason Termination under Section 1.6.7 shall entitle Executive to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer:
(i) Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with his Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation provisions of Section 2) for a one (1) year period following Executive’s Termination Date.
(ii) Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement.
(iii) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000).
(iv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s Termination Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available). The Termination Compensation and other benefits provided for in this Section 1.7.4 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.4 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.4 from and after the date of such breach.
Good Reason Termination. Subject to the following, thirty (30) days following the written notice by Executive to Employer’s Boards of Directors described in this Section 1.6.7; provided, however, that during any such thirty (30) day period, Employer may suspend, with no reduction in pay or benefits, Executive from Executive’s duties as set forth herein (including, without limitation, Executive’s position as a representative and agent of Employer and Employer’s Affiliates) (termination pursuant to this Section 1.6.7 being referred to herein as “Good Reason Termination”). For purposes of this Section 1.6.7, a Good Reason Termination shall occur when Executive provides written notice to Employer’s Boards of Directors of termination for “Good Reason”, which, as used herein, shall mean the occurrence of any of the following events without Executive’s express written consent:
(i) the assignment to Executive of duties inconsistent with the position and status of a Senior Executive Vice President of Employer; or
(ii) a reduction by Employer in Executive’s annual Base Salary as then in effect; or
(iii) the exclusion of Executive from participation in Employer’s employee benefit plans (in which Executive meets the participation eligibility requirements) in effect as of, or adopted or implemented on or after, the Effective Date, as the same may be improved or enhanced from time to time during the Term; or
(iv) any purported termination of the employment of Executive by Employer which is not effected in accordance with this Agreement; provided, however, that an event shall not constitute Good Reason unless, within ninety (90) days of the initial existence of an event, Executive gives Employer at least thirty (30) days’ prior written notice of such event setting forth a description of the circumstances constituting Good Reason and Employer fails to cure such within the thirty- (30-) day period following Employer’s receipt of such written notice.
Good Reason Termination. On the date the Executive terminates his employment for Good Reason. The term “Good Reason” means the occurrence of any one of the following:
Good Reason Termination. Good Reason Termination" shall mean Executive's terminating employment with the Company following the occurrence of an event constituting Good Reason, but only if:
Good Reason Termination. The Executive may terminate his or her employment for “Good Reason” at any time upon forty-five (45) days notice to the Employer. For this purpose, “Good Reason” shall be deemed to exist if, absent the Executive’s written consent: (i) there is a material diminution in title and/or duties, responsibilities or authority of the Executive, including a change in reporting responsibilities specified in Attachment B (except that a decrease in job grade, standing alone, will not qualify as a material diminution) (a “Material Diminution”); (ii) the Employer changes the geographic location of the Executive’s principal place of business to a location that is at least 50 miles away from the geographic location of the Executive’s principal place of business prior to such change (“Relocation”); (iii) there is a willful failure or refusal by the Employer to perform any material obligation under this Agreement; or (iv) there is a reduction in the Executive’s annual rate of base salary as in effect on the date of this Agreement (or as the same may be increased hereafter) (“Annual Base Salary”) or annual bonus target percentage of base salary as in effect on the date of this Agreement (or as the same may be increased hereafter) (the “Target Bonus Percentage”), other than a reduction which is part of a general cost reduction affecting at least ninety percent (90%) of the executives of the Employer holding positions of comparable levels of responsibility (or who are otherwise commonly aggregated for purposes of applying compensation and benefits programs) and which does not exceed ten percent (10%) of the Executive’s Annual Base Salary and Target Bonus Percentage, in the aggregate, when combined with any such prior reductions; provided, however, and notwithstanding anything to the contrary in this Agreement, that if the condition described in clause (iv) occurs and the Executive terminates employment for Good Reason, then any severance payments or benefits determined under this Agreement with reference to the Executive’s Annual Base Salary and Target Bonus Percentage, shall instead be determined prior to any reduction in the Executive’s Annual Base Salary and Target Bonus Percentage described in clause (iv) of this Agreement. In any case of any event described in clauses (i) through (iv) above, the Executive shall only have ninety (90) days from the date the event that constitutes Good Reason first arises to provide the Employer with written notice of the grounds for a Good R...
Good Reason Termination. Notwithstanding anything in this Agreement to the contrary, SCU may terminate Employee’s employment under this Agreement for “Good Reason” at any time during the Term by written notice to Employee. “Good Reason” means termination of Employee by SCU if in the reasonable opinion of Xxx Xxxxxx in his capacity as the Chief Executive officer of SCU, Employee has not met the expectations or fulfilled the responsibilities required of Employee’s position. If Employee is terminated for Good Reason under this Paragraph 8(e) Employee will receive as Employee’s sole and exclusive remedy and in lieu of any Salary or bonus payments under this Agreement or otherwise, and conditioned on Employee’s execution of a General Release and Waiver of Claims substantially in the form attached hereto as an Addendum: (i) Employee’s Salary, as in effect on the date of such termination, for twelve (12) months, less applicable withholding and deductions, payable in a single cash lump sum payment within 30 days following termination; (ii) Employee’s Base Bonus for the calendar year in which such termination occurred (not pro-rated), payable by the end of the first quarter of the following year and (ii) medical and dental insurance coverage provided under COBRA at no cost to Employee pursuant to SCU’s then-current benefit plans for one (1) year after termination or, if earlier, the date upon which Employee becomes eligible for medical and dental coverage from a third party (provided, that, during the period that SCU provides Employee with this coverage, as may be required by law, will be included in Employee’s income for tax and SCU may withhold taxes from employee’s compensation for this purpose). If during the term of this Agreement, Xxx Xxxxxx in no longer the Chief Executive officer of SCU, this Section 8(e) shall be deemed terminated and of no further force and effect
Good Reason Termination. Upon written notice to Employer, you may terminate your employment hereunder for “Good Reason” at any time during the Original Employment Term not more than thirty (30) calendar days after you become aware of the occurrence of the event constituting Good Reason. Such notice shall state an effective date no earlier than thirty (30) calendar days after the date it is given. Employer shall have thirty (30) calendar days from the giving of such notice within which to cure and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured. Good Reason shall mean, without your prior written consent, other than in connection with the termination of your employment for “Cause” (as defined above) or incapacity (as set forth in Paragraph 8) or as a result of your death:
(i) your removal from or any failure to re-elect you as President and Chief Executive Officer of Employer;
(ii) your failure to be elected or reelected to the Board at any meeting of shareholders of the Company at which your term as director is scheduled to expire or position of director is subject to a vote;
(iii) the assignment to you by Employer of duties inconsistent with the usual and customary duties associated with a chief executive officer of a publicly traded company comparable to Employer;
(iv) the diminution or withdrawal of a meaningful portion of your authority or responsibilities as set forth in Paragraph 2;
(v) a reduction in your Base Salary, Bonus, Target Bonus or other compensation levels as the same may be increased from time to time during the Employment Term;
(vi) Employer’s requiring you to be based anywhere other than the New York metropolitan area, except for required travel on the Company’s business;
(vii) termination by you of your employment, during the thirty (30) day period following the twelve-month anniversary of the date on which there occurs a Material Event, based on your good faith determination that the occurrence of the Material Event has adversely and materially affected your ability to perform your CEO duties effectively; or
(viii) any other material breach by Employer of its material obligations hereunder, including but not limited to a breach of Paragraph 2. For purposes of clause (vii) above, a Mate...
Good Reason Termination. Upon written notice to Employer, you may resign from your employment hereunder for “Good Reason” at any time during the Employment Term not more than thirty (30) calendar days after you become aware of the occurrence of the event constituting Good Reason. Such notice shall state an effective date no earlier than thirty (30) calendar days after the date it is given, and Employer shall have thirty (30) calendar days from the giving of such notice within which to cure and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured. “Good Reason” shall mean, without your prior written consent, other than in connection with the termination of your employment for Cause (as defined above) or incapacity (as set forth in paragraph 9) or as a result of your death:
