Common use of Resignation with Good Reason Clause in Contracts

Resignation with Good Reason. Executive may resign at any time with or without Good Reason. For purposes of this Agreement, Executive shall be deemed to have resigned with "Good Reason" only if he resigns during a Specified Pre-Change Period or a Specified Post-Change Period and such resignation occurs within ninety (90) days (but no later than the end of the Specified Pre-Change Period if Executive resigns with Good Reason during a Specified Pre-Change Period) 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); (ii) the Company Substantially Reduces Executive's Senior Authority (as defined on Exhibit "A" attached hereto); (iii) the Company assigns material duties to Executive which are materially inconsistent with Executive's then-current status; (iv) the Company reduces Executive's base salary or benefits from that in effect at (A) the Execution Date (as defined Paragraph 3(e) below) if the Executive resigns with Good Reason during a Specified Pre-Change Period, or (B) the time of the consummation of the Change of Control if the Executive resigns during the Specified Post-Change Period, (unless, in either case, such reduction is in connection with a salary or benefit reduction program of general application at Executive's level) (v) 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 (vi) the Company fails to obtain the assumption of this Agreement by any successor or assign of the Company. The parties acknowledge that, in the event of a Change of Control, it may be mutually advantageous for Executive and the Company to discuss and implement changes in Executive’s employment on a trial basis even though such employment changes may constitute "Good Reason" under the terms of this Agreement. Accordingly, the parties may agree to extend the 90-day period referred to above in this subparagraph (c).

Resignation with Good Reason. Executive Xxxxx may resign at any time with or without terminate his employment hereunder for “Good Reason. For purposes of this Agreement, Executive shall be deemed to have resigned with "Good Reason" only if he resigns during a Specified Pre-Change Period or a Specified Post-Change Period and such resignation occurs within ninety (90) days (but no later than the end of the Specified Pre-Change Period if Executive resigns with Good Reason during a Specified Pre-Change Period) after the Company has taken any of the following actions without Executive's express written consent: ” as that term is defined below: (i) the Company "Substantially Lessens Executive's Title" (as defined on Exhibit "A" attached hereto); 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 Company Substantially Reduces Executive's Senior Authority (as defined on Exhibit "A" attached hereto); 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 Company assigns material duties failure of Cutter & Buck to Executive which are materially inconsistent pay Xxxxx any earned salary, bonus or benefits except with Executive's then-current status; Xxxxx’x prior written consent, (iv) the Company reduces Executive's base salary or benefits from that in effect at (A) the Execution Date (as defined Paragraph 3(e) below) if the Executive resigns with Good Reason during a Specified Pre-Change Period, or (B) the time Cutter & Buck’s failure to obtain an assumption of the consummation of the Change of Control if the Executive resigns during the Specified Post-Change Period, (unless, in either case, such reduction is in connection with a salary or benefit reduction program of general application at Executive's level) (v) 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 (vi) the Company fails to obtain the assumption of obligations incumbent upon Cutter & Buck under this Agreement by any successor to Cutter & Buck, (v) The exclusion or assign 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 CompanyCompany 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. The parties acknowledge thatIn 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 of that Xxxxx resigns for good reason under circumstances that would give rise to a Change of Control, it may be mutually advantageous for Executive and the Company right to discuss and implement changes in Executive’s employment on a trial basis even though such employment changes may constitute "Good Reason" Severance Payment under the terms 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. Accordingly, Under no circumstances xxxx Xxxxx be entitled to receive both a Separation Benefit under this Agreement and a Severance Payment under the parties may agree Change in Control Agreement that would exceed the amount to extend which he would be entitled under the 90-day period referred to above Change in this subparagraph (c)Control Agreement.

Resignation with Good Reason. Executive Xxxxxxx may resign at any time with or without terminate his employment hereunder for “Good Reason. For purposes of this Agreement, Executive shall be deemed to have resigned with "Good Reason" only if he resigns during a Specified Pre-Change Period or a Specified Post-Change Period and such resignation occurs within ninety (90) days (but no later than the end of the Specified Pre-Change Period if Executive resigns with Good Reason during a Specified Pre-Change Period) after the Company has taken any of the following actions without Executive's express written consent: ” as that term is defined below: (i) the Company "Substantially Lessens Executive's Title" (as defined on Exhibit "A" attached hereto); The material diminution of Xxxxxxx’x position, duties, responsibilities or status with Cutter & Buck, (ii) Cutter & Buck’s assignment of Xxxxxxx on a substantially full-time basis to work at a location where the Company Substantially Reduces Executive's Senior Authority (as defined on Exhibit "A" attached hereto); distance between the new location and Xxxxxxx’x principal residence is at least 30 miles greater than the distance between the former location and such residence, (iii) Any reduction in Xxxxxxx’x base salary, or a material reduction in benefits payable to Xxxxxxx or the Company assigns material duties failure of Cutter & Buck to Executive which are materially inconsistent pay Xxxxxxx any earned salary, bonus or benefits except with Executive's then-current status; Xxxxxxx’x prior written consent, (iv) the Company reduces Executive's base salary or benefits from that in effect at (A) the Execution Date (as defined Paragraph 3(e) below) if the Executive resigns with Good Reason during a Specified Pre-Change Period, or (B) the time Cutter & Buck’s failure to obtain an assumption of the consummation of the Change of Control if the Executive resigns during the Specified Post-Change Period, (unless, in either case, such reduction is in connection with a salary or benefit reduction program of general application at Executive's level) (v) 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 (vi) the Company fails to obtain the assumption of obligations incumbent upon Cutter & Buck under this Agreement by any successor to Cutter & Buck, (v) The exclusion or assign limitation of Xxxxxxx from participating in some form of variable compensation plan which provides Xxxxxxx the opportunity to achieve a level of total compensation consistent with Xxxxxxx’x potential compensation under this Agreement, or (vi) Any demand by any director of the CompanyCompany that Xxxxxxx 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. The parties acknowledge thatIn the event of a resignation by Xxxxxxx for Good Reason, and contingent upon Xxxxxxx’x execution of a release of all claims against Cutter & Buck and its officers, directors, employees and agents, Cutter & Buck shall pay Xxxxxxx 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 of that Xxxxxxx resigns for good reason under circumstances that would give rise to a Change of Control, it may be mutually advantageous for Executive and the Company right to discuss and implement changes in Executive’s employment on a trial basis even though such employment changes may constitute "Good Reason" Severance Payment under the terms provisions of the Change Control Agreement executed contemporaneously with this Agreement, Xxxxxxx’x right to receive a Separation Benefit under this Agreement, will be subject to the provisions of the Change in Control Agreement. Accordingly, Under no circumstances xxxx Xxxxxxx be entitled to receive both a Separation Benefit under this Agreement and a Severance Payment under the parties may agree Change in Control Agreement that would exceed the amount to extend which he would be entitled under the 90-day period referred to above Change in this subparagraph (c)Control Agreement.

Resignation with Good Reason. Executive may resign at any time The Participant’s interest in all of the shares of Common Stock covered by the Stock Award (if not sooner vested) shall become vested and nonforfeitable as of the date that the Participant’s employment by the Company and its Affiliates ends if (i) such employment is terminated by the Participant with or without Good Reason, (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 and (iii) the Participant signs a Release and the Release is effective and irrevocable no later than the forty-fifth (45th) day after such termination. For purposes of this Agreement, Executive shall be deemed to have resigned with "Good Reason" only if he resigns during a Specified Pre-Change Period or a Specified Post-Change Period and such the Participant’s resignation occurs within ninety (90) days (but no later than the end of the Specified Pre-Change Period if Executive resigns is with Good Reason during a Specified Pre-Change Period) after if the Company has taken any Participant resigns on account of the following actions without Executive's express written consent: (i) any material diminution in the Company "Substantially Lessens Executive's Title" Participant’s title, authorities, duties or responsibilities (as defined on Exhibit "A" attached hereto)including without limitation the assignment of duties inconsistent with the Participant’s position or a significant adverse alteration of the nature or status of the Participant’s responsibilities or conditions of the Participant’s employment; (ii) any material diminution in the Company Substantially Reduces Executive's Senior Authority (as defined on Exhibit "A" attached hereto)title, authority, duties or responsibilities of the supervisor to whom the Participant is required to report; (iii) after a Change in Control there occurs (x) a duplication with other Company personnel of the Participant’s title, authorities, duties or responsibilities; (y) a significant adverse alteration of the budget over which the Participant retains authority; or (z) a duplication with other Company assigns material personnel of the title, authority, duties or responsibilities of the supervisor to Executive which are materially inconsistent with Executive's then-current statuswhom the Participant is required to report; (iv) the Company reduces Executive's base salary or benefits from that in effect at (A) the Execution Date (as defined Paragraph 3(e) below) if the Executive resigns with Good Reason during a Specified Pre-Change Period, or (B) the time material reduction of the consummation of the Change of Control if the Executive resigns during the Specified Post-Change Period, (unless, in either case, such reduction is in connection with a salary or benefit reduction program of general application at Executive's level) Participant’s base salary; (v) the Company’s material breach of a written agreement between the Participant and the Company; or (vi) a determination by the Company requires Executive to be based relocate its corporate headquarters to a new location that is more than fifty (50) miles from his present office locationits headquarters on the Date of Grant. The Participant’s resignation shall not be a resignation with Good Reason unless the Participant gives the Board written notice (delivered within sixty (60) days after the Participant knows of the event, except for required travel consistent with Executive's business travel obligations; 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 six (6) months after the date the Participant knows of the event, action, etc. that the Participant asserts constitutes Good Reason. Except as provided in this Section 2, any shares of Common Stock covered by the Stock Award that are not vested and nonforfeitable on or (vi) before the date that the Participant’s employment by the Company fails to obtain and its Affiliates ends shall be forfeited on the assumption of this Agreement by any successor or assign of the Company. The parties acknowledge that, in the event of a Change of Control, it may be mutually advantageous for Executive and the Company to discuss and implement changes in Executive’s employment on a trial basis even though date that such employment changes may constitute "Good Reason" under the terms of this Agreement. Accordingly, the parties may agree to extend the 90-day period referred to above in this subparagraph (c)terminates.

Resignation with Good Reason. Executive may resign at any time with or without Good Reason. For purposes of this Agreement, Executive shall be deemed to have resigned with "Good Reason" only if he resigns during a Specified Pre-Change Period or a Specified Post-Change Period and such resignation occurs within ninety one hundred eighty (90180) days (but no later than the end of the Specified Pre-Change Period if Executive resigns with Good Reason during a Specified Pre-Change Period) after the Company has taken any of the following actions without Executive's express written consent: consent (the "Good Reason Resignation Period"): (i) the Company "Substantially Lessens Executive's Title" (as defined on Exhibit "A" attached hereto); (ii) the Company Substantially Reduces Executive's Senior Authority (as defined on Exhibit "A" attached hereto); (iii) the Company assigns material duties to Executive which are materially inconsistent with Executive's then-current status; (iv) the Company reduces Executive's base salary or benefits from that in effect at (A) the Execution Date (as defined Paragraph 3(e) below) if the Executive resigns with Good Reason during a Specified Pre-Change Period, or (B) the time of the consummation of the Change of Control if the Executive resigns during the Specified Post-Change Period, (unless, in either case, such reduction is in connection with a salary or benefit reduction program of general application at Executive's level) (v) 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 (vi) the Company fails to obtain the assumption of this Agreement by any successor or assign of the Company. Notwithstanding the foregoing provisions of this subparagraph (c), Good Reason shall not exist unless Executive provides the Company written notice of the existence of one or more of the actions, conditions or events set forth above in this definition of Good Reason within ninety (90) days after the initial existence or occurrence of such action, condition or event, and if such action, event or condition is curable, the Company fails to cure such action, event or condition within thirty (30) days after its receipt of such notice. The parties acknowledge that, in the event of a Change of Control, it may be mutually advantageous for Executive and the Company to discuss and implement changes in Executive’s employment on a trial basis even though such employment changes may constitute "Good Reason" under the terms of this Agreement. Accordingly, the parties may agree in writing to extend the 90-day period Good Reason Resignation Period referred to above in this subparagraph (c), but in no event may the Good Reason Resignation Period be extended to a date that is later than one (1) year after the Company has taken any of the foregoing actions described in clauses (i) through (vi) of this subparagraph (c).