We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Resignation with Good Reason Sample Clauses

Resignation with Good ReasonThe Executive may resign from his employment with Good Reason.
Resignation with Good ReasonThe Participant’s interest in all of the Common Shares covered by the Share Award (if not sooner vested) shall become vested and nonforfeitable on the date that the Participant’s employment by the Company and its Affiliates ends if (i) such employment is terminated by the Participant with Good Reason and (ii) the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date such employment ends on account of the Participant’s resignation with Good Reason. For purposes of this Agreement, the Participant’s resignation is with Good Reason if the Participant resigns on account of (w) the Company’s material breach of an agreement with the Participant or a direction from the Board that the Participant act or refrain from acting which in either case would be unlawful or contrary to a material and written Company policy, (x) a material diminution in the Participant’s duties, functions and responsibilities to the Company and its Affiliates without the Participant’s consent or the Company preventing the Participant from fulfilling or exercising the Participant’s material duties, functions and responsibilities to the Company and its Affiliates without the Participant’s consent, (y) a material reduction in the Participant’s base salary or annual bonus opportunity or (z) a requirement that the Participant relocate the Participant’s employment more than fifty (50) miles from the location of the Participant’s principal office on the Date of Grant, without the consent of the Participant. The Participant’s resignation shall not be a resignation with Good Reason unless the Participant gives the Board written notice (delivered within thirty (30) days after the Participant knows of the event, action, etc. that the Participant asserts constitutes Good Reason), the event, action, etc. that the Participant asserts constitutes Good Reason is not cured, to the reasonable satisfaction of the Participant, within thirty (30) days after such notice and the Participant resigns effective not later than thirty (30) days after the expiration of such cure period. Except as provided in this Section 2, any Common Shares covered by the Share Award that are not vested and nonforfeitable on or before the date that the Participant’s employment by the Company and its Affiliates ends shall be forfeited on the date that such employment terminates.
Resignation with Good Reason. (i) You may resign your employment under this Agreement with Good Reason at any time during the Term by written notice of termination to CBS given no more than thirty (30) days after the occurrence of the event constituting Good Reason. Such notice shall state an effective resignation date that is not earlier than thirty (30) business days and not later than sixty (60) days after the date it is given to CBS, provided that CBS may set an earlier effective date for your resignation at any time after receipt of your notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with physical and mental incapacity): (A) a material reduction in (1) your position, titles, offices, reporting relationships, authorities, duties or responsibilities from those in effect immediately prior to such reduction, including any such reduction effected through any arrangement involving the sharing of your position, titles, offices, reporting relationships, authorities, duties or responsibilities, or any such reduction which would remove positions, titles, offices, reporting relationships, authorities, duties or responsibilities which are customarily given to an executive of a public company comparable to CBS or (2) your base Salary or target compensation in effect immediately prior to such reduction, including your annual Target Bonus or long term incentive targets (for the avoidance of doubt, a material reduction shall include and be deemed to have occurred with respect to clause (A)(1) above if either (x) you cease to be the most senior executive responsible for human resources and administration of CBS (provided that no cessation will be deemed to have occurred if CBS has an ultimate parent company that is a public company and you are the most senior executive responsible for human resources Xxxxxxx X. Xxxxxxxx as of September 29, 2016 and administration of the ultimate public parent company) or (y) neither CBS nor its ultimate parent company (if any) is a public company); (B) the assignment to you of duties or responsibilities that are materially inconsistent with your position, titles, offices or reporting relationships as they exist on the Effective Date or that materially impair your ability to functi...
Resignation with Good Reason. Upon written notice by the Employee to the Employer for Good Reason specifying in reasonable detail the basis for such termination, provided, that such notice shall be given no more than thirty (30) days following the event or condition which gives rise to such termination. For purposes of this Agreement, the term “Good Reason” shall mean the occurrence of any of the events or conditions described in subparagraphs (i) through (ii) hereof without the Employee’s express written consent which is not corrected within twenty (20) days after delivery by the Employee of written notice to the Employer:
Resignation with Good Reason for purposes of this Agreement, shall mean any of the following (without Executive's written consent):
Resignation with Good Reason. Xxxxx may terminate his employment hereunder for “Good Reason” as that term is defined below: (i) The material diminution of Xxxxx’x position, duties, responsibilities or status with Cutter & Buck, (ii) Cutter & Buck’s assignment of Xxxxx on a substantially full-time basis to work at a location where the distance between the new location and Xxxxx’x principal residence is at least 30 miles greater than the distance between the former location and such residence, (iii) Any reduction in Xxxxx’x base salary, or a material reduction in benefits payable to Xxxxx or the failure of Cutter & Buck to pay Xxxxx any earned salary, bonus or benefits except with Xxxxx’x prior written consent, (iv) Cutter & Buck’s failure to obtain an assumption of the obligations incumbent upon Cutter & Buck under this Agreement by any successor to Cutter & Buck, (v) The exclusion or limitation of Xxxxx from participating in some form of variable compensation plan which provides Xxxxx the opportunity to achieve a level of total compensation consistent with Xxxxx’x potential compensation under this Agreement, or (vi) Any demand by any director of the Company that Xxxxx take any action or refrain from taking any action where such action or inaction, as the case may be, would violate any law, rule, regulation or other governmental pronouncement, court order, decree or judgment, or breach any agreement or fiduciary duty. In the event of a resignation by Xxxxx for Good Reason, and contingent upon Xxxxx’x execution of a release of all claims against Cutter & Buck and its officers, directors, employees and agents, Cutter & Buck shall pay Xxxxx a sum equal to twelve (12) months of his base compensation as of the date of his resignation, less all appropriate deductions (the “Separation Benefit”). Such sum shall be payable in twelve (12) equal monthly installments. Notwithstanding the foregoing, in the event that Xxxxx resigns for good reason under circumstances that would give rise to a right to a Severance Payment under the provisions of the Change Control Agreement executed contemporaneously with this Agreement, Xxxxx’x right to receive a Separation Benefit under this Agreement, will be subject to the provisions of the Change in Control Agreement. Under no circumstances xxxx Xxxxx be entitled to receive both a Separation Benefit under this Agreement and a Severance Payment under the Change in Control Agreement that would exceed the amount to which he would be entitled under the Change in Cont...
Resignation with Good Reason. The Executive shall have the right to terminate the Executive’s employment with the Company during the Employment Period for Good Reason upon thirty (30) days’ written notice to the Company and the Board; provided, that such notice provides a reasonably detailed explanation of the event or circumstance that constitutes Good Reason and such event or circumstance remains uncured (if curable) for ten (10) days after the Company and the Board have received such written notice. If the Executive terminates the Executive’s employment with the Company for Good Reason during the Employment Period, the Executive will be entitled to all payments and benefits as if the Executive had been terminated without Cause pursuant to, and in accordance with, the terms and conditions set forth in Section 5(a) (including the Executive’s voluntary execution of the Release). The Executive’s right to receive the Severance Payments in connection with the termination of the Executive’s employment for Good Reason for any particular event or circumstance shall cease to exist solely with respect to such event or circumstance if the Executive fails to provide written notice to the Company and the Board of such event or circumstance within thirty (30) days after the Executive has actual knowledge of the occurrence or existence thereof.
Resignation with Good Reason. Executive may resign at any time ---------------------------- with or without Good Reason. For purposes of the Agreement, Executive shall be deemed to have resigned with "Good Reason" following a Change in Control if he resigns within ninety days after the Company has taken any of the following actions without Executive's express written consent; (i) the Company "Substantially Lessens Executive's Title" (as defined on Exhibit A attached hereto); (if) the Company assigns material duties To Executive's Senior Authority (as defined on Exhibit A attached hereto); (if) the Company assigns material duties to Executive which are materially inconsistent with Executive's status as an office of the Company; (iii) the Company reduces Executive's base salary or benefits from that in effect at the time of the Change in Control (unless such reduction is in connection with a salary or benefit reduction program of general application to officers of the Company); (iv) the Company requires Executive to be based more than fifty (50) miles from his present office location, except for required travel consistent with Executive's business travel obligations; or (v) the Company fails to obtain the assumption of this Agreement by any successor or assign of the Company.
Resignation with Good Reason. Executive shall have the right to terminate his employment during the Employment Term for Good Reason. In the event Executive terminated his employment for Good Reason during the Employment Term (including any extension of the Employment Period pursuant to an Extension Notice), he will be entitled to all payments and benefits as if Company he had been terminated pursuant to Section 5(a). “Good Reason” shall mean:
Resignation with Good Reason. If the Executive resigns his employment for “Good Reasonpursuant to Paragraph 4(e) of this Agreement after the Company has consummated the First Financing, then the Company shall pay the Executive that ratable amount of Executive’s Annual Compensation which the Executive would earn earn in 12 months based on Executive’s then-current base salary and target bonus level during the Severance Period (as defined in Section 5(d), above). If Executive resigns his employment for “Good Reason” pursuant to Paragraph 4(e) of this Agreement prior to the First Financing, Executive shall not receive any severance. All Stock Options granted to Executive prior to Executive’s departure for “Good Reason” shall remain vested and exercisable for the period of time set forth in Executive’s Option Award Agreement. The Company shall continue to vest options and stock awards during the Severance Period in accordance with the vesting schedule set forth in Section 5(d) above (e.g. the same as if Executive were Terminated for Cause). Thereafter, the Company shall have no further obligation to the Executive under this Agreement. Payment of the Executive’s separation pay benefit under this Section 5(e) shall be made in accordance with the payment provisions of Section 5(d), above.