Common use of Termination by Employee for Good Reason Clause in Contracts

Termination by Employee for Good Reason. Employee may terminate Employee’s employment for Good Reason upon thirty (30) five (5) days prior written notice to the Employer. Such a termination shall be treated as a termination by the Employer without cause and, Employee shall be entitled to be paid the amounts provided in paragraph 4(a), subject to the same terms and conditions as set forth in paragraph 4(a). To the extent Employee receives a payment that is deemed an “excess parachute payment” within the meaning of Internal Revenue Code Section 280G triggered by termination pursuant specifically to Section 4(f)(i) below, Employer will reimburse Employee to the extent Employee is required to pay excise tax (including taxes owed on the reimbursement itself) specifically attributable to the payment. This remittance shall be made by the end of Employee’s taxable year in which Employee remits the excise taxes. For purposes of this paragraph, Employee shall be deemed to have “Good Reason” if: (i) the Employer or Anaren commits a breach of a material term of this Agreement, unless such breach was isolated, inadvertent, not committed in bad faith and was cured within fifteen (15) days of receipt of written notice from Employee to the Secretary of Anaren; (ii) the Employee’s duties change materially or (iii) Employer relocates its current Camarillo facility beyond a thirty-five (35) mile radius of its current location. Notwithstanding anything to the contrary, loss of duties associated with Employer’s previous “public company” status will not constitute a “material change in duties” for purpose of this paragraph. If the Employee terminates this Agreement pursuant to (i) of this paragraph, the provisions of paragraph 7 will not apply.

Termination by Employee for Good Reason. Employee may terminate Employee’s employment for Good Reason upon thirty (30) five (5) days prior written notice to the Employer. Such a termination shall be treated as a termination by the Employer without cause andcause, and Employee shall be entitled to be paid the amounts provided in paragraph 4(a), subject to the same terms and conditions as set forth in paragraph 4(a). To the extent Employee receives a payment that is deemed an “excess parachute payment” within the meaning of Internal Revenue Code Section 280G triggered by termination pursuant specifically to Section 4(f)(i) below, Employer will reimburse Employee to the extent Employee is required to pay excise tax (including taxes owed on the reimbursement itself) specifically attributable to the payment. This remittance shall be made by the end of Employee’s taxable year in which Employee remits the excise taxes. For purposes of this paragraph, Employee shall be deemed to have “Good Reason” if: (i) the Employer or Anaren commits a breach of a material term of this Agreement, unless such breach was isolated, inadvertent, not committed in bad faith and was cured within fifteen (15) days of receipt of written notice from Employee to the Secretary of Anaren; (ii) the Employee’s duties change materially materially, or (iii) Employer relocates its current Camarillo facility beyond a thirty-five (35) mile radius of its current location. Notwithstanding anything to the contrary, loss of duties associated with as a result of Employer’s previous “public company” status will not constitute a “material change in duties” for purpose of this paragraph. If the Employee terminates this Agreement pursuant to (i) of this paragraph, the provisions of paragraph 7 will not apply.

Termination by Employee for Good Reason. Employee may terminate Employee’s employment for Good Reason upon thirty (30) five (5) days prior written notice to the Employer. Such a termination shall be treated as a termination by the Employer without cause and, Employee shall be entitled to be paid the amounts provided in paragraph 4(a), subject to the same terms and conditions as set forth in paragraph 4(a). To the extent Employee receives a payment that is deemed an “excess parachute payment” within the meaning of Internal Revenue Code Section 280G triggered by termination pursuant specifically to Section 4(f)(i) below, Employer will reimburse Employee to the extent Employee is required to pay excise tax (including taxes owed on the reimbursement itself) specifically attributable to the payment. This remittance shall be made by the end of Employee’s taxable year in which Employee remits the excise taxes. For purposes of this paragraph, Employee shall be deemed to have “Good Reason” if: (i) the Employer or Anaren commits a breach of a material term of this Agreement, unless such breach was isolated, inadvertent, not committed in bad faith and was cured within fifteen (15) days of receipt of written notice from Employee to the Secretary of Anaren; Anaren (ii) the Employee’s duties change materially or (iii) Employer relocates its current Camarillo facility beyond a thirty-five (35) mile radius of its current location. Notwithstanding anything to the contrary, loss of duties associated with Employer’s previous “public company” status will not constitute a “material change in duties” for purpose of this paragraph. If the Employee terminates this Agreement pursuant to (i) of this paragraph, the provisions of paragraph 7 will not apply.

Termination by Employee for Good Reason. Employee may terminate Employee’s employment for Good Reason upon thirty (30) five (5) days prior written notice to the Employer. Such a termination shall be treated as a termination by the Employer without cause andcause, and Employee shall be entitled to be paid the amounts provided in paragraph 4(a), subject to the same terms and conditions as set forth in paragraph 4(a). To the extent Employee receives a payment that is deemed an “excess parachute payment” within the meaning of Internal Revenue Code Section 280G triggered by termination pursuant specifically to Section 4(f)(i) below, Employer will reimburse Employee to the extent Employee is required to pay excise tax (including taxes owed on the reimbursement itself) specifically attributable to the payment. This remittance shall be made by the end of Employee’s taxable year in which Employee remits the excise taxes. For purposes of this paragraph, Employee shall be deemed to have “Good Reason” if: (i) the Employer or Anaren commits a breach of a material term of this Agreement, unless such breach was isolated, inadvertent, not committed in bad faith and was cured within fifteen (15) days of receipt of written notice from Employee to the Secretary Board of AnarenDirectors ; (ii) the Employee’s duties change materially materially, or (iii) Employer relocates its Employee’s work place is relocated from the current Camarillo facility beyond a thirty-five (35) mile radius of its current location. Notwithstanding anything to the contrary, loss of duties associated with Employer’s previous “public company” status will not constitute a “material change in duties” for purpose of this paragraph. If the Employee terminates this Agreement pursuant to (i) of this paragraph, the provisions of paragraph 7 will not apply.

Termination by Employee for Good Reason. Employee may terminate Employee’s terminates his employment with Employer during the Term for Good Reason upon thirty (30Reason. Upon the occurrence of any of the events described above in SECTIONS 7(A) five (5) days prior written notice to the Employer. Such a termination through 7(C), inclusive, or SECTION 7(E), Employer shall be treated released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as a termination by otherwise provided herein and further, provided that upon the Employer without cause andoccurrence of any event described in SECTION 7(A), Employee shall be entitled to be paid receive the amounts provided in paragraph 4(a), subject to proceeds of the same terms and conditions as set forth in paragraph 4(a). To life insurance policy maintained by Employer for the extent benefit of Employee receives a payment that is deemed an “excess parachute payment” within the meaning of Internal Revenue Code Section 280G triggered by termination pursuant specifically to Section 4(f)(i) below, Employer will reimburse Employee to the extent Employee is required to pay excise tax (including taxes owed on the reimbursement itself) specifically attributable to life of Employee or upon the payment. This remittance shall be made by the end occurrence of Employee’s taxable year an event described in which Employee remits the excise taxes. For purposes of this paragraphSECTION 7(B), Employee shall be deemed entitled to have “Good Reason” if: the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months of the occurrence of a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of (i) the termination by Employer (or Anaren commits a breach of a material term of this Agreement, unless such breach was isolated, inadvertent, not committed in bad faith and was cured within fifteen its successor) other than for "cause" (15as defined below) days of receipt of written notice from Employee to the Secretary of Anaren; or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the Employee’s duties change materially election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (iiiB) Employer relocates its current Camarillo facility beyond twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a thirtylump-five sum payment equal to (35without discounting to present value) mile radius his then effective Salary under SECTION 3 through the later to occur of its current location. Notwithstanding anything (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the contraryextent not prohibited by any applicable stock option plan of Employer, loss within twelve (12) months after such termination. In addition, regardless of duties associated with Employer’s previous “public company” status will not constitute a “material change in duties” for purpose of this paragraph. If the election made by Employee terminates this Agreement pursuant to (i1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of this paragraph(X) the expiration of the Term or (Y) twelve (12) months after such termination, to the provisions extent continuation of paragraph 7 will such benefits is not applyprohibited by applicable state and/or federal law.

Termination by Employee for Good Reason. Employee may terminate the Employment Term and his employment obligation hereunder (but not his obligation under Article 4 hereof) for “Good Reason” (as hereinafter defined) if Employee gives written notice thereof to the Company (which notice shall specify the grounds upon which such notice is given) and the Company fails, within 30 days of receipt of such notice, to cure or rectify the grounds for such Good Reason termination set forth in such notice. “Good Reason” shall mean any of the following: (i) a material reduction of the Employee’s duties and responsibilities hereunder; or (ii) the Company’s material breach of the Agreement. If Employee’s employment for Good Reason upon thirty (30) five (5) days prior written notice is terminated pursuant to the Employer. Such a termination shall be treated as a termination by the Employer without cause andthis Section 3.2, Employee shall be entitled have no further rights against the Company hereunder, except for the right to be paid receive (i) the amounts provided in paragraph 4(a), subject to the same terms and conditions Accrued Obligations payable as set forth in paragraph 4(a). To the extent Employee receives a payment that is deemed an “excess parachute payment” within the meaning of Internal Revenue Code Section 280G triggered by termination pursuant specifically to Section 4(f)(i) below3.1 above, Employer will reimburse Employee to the extent Employee is required to pay excise tax (including taxes owed on the reimbursement itself) specifically attributable to the payment. This remittance shall be made by the end of Employee’s taxable year in which Employee remits the excise taxes. For purposes of this paragraph, Employee shall be deemed to have “Good Reason” if: (i) the Employer or Anaren commits a breach of a material term of this Agreement, unless such breach was isolated, inadvertent, not committed in bad faith and was cured within fifteen (15) days of receipt of written notice from Employee to the Secretary of Anaren; (ii) the Severance Benefits; provided, however, Employee’s duties change materially or right to receive the Severance Benefits is subject to and contingent on the Company’s receipt, at least eight (iii8) days prior to the sixtieth (60th) Employer relocates its current Camarillo facility beyond day following the date of termination of the Employment Term, of a thirty-five (35) mile radius of its current locationSeparation Agreement and General Release in accordance with Section 3.7 which has not been revoked by Employee. Notwithstanding anything the foregoing, in the event that Employee shall breach any of his obligations under Article 4 at any time, in addition to any other remedies available to the contrary, loss of duties associated with Employer’s previous “public company” status will not constitute a “material change Company at law or in duties” for purpose of this paragraph. If the Employee terminates this Agreement pursuant to (i) of this paragraphequity, the provisions of paragraph 7 will not applyCompany shall be relieved from and shall have no obligation to pay Employee any then unpaid Severance Benefits amounts to which Employee would otherwise have been entitled under this Section 3.3.

Termination by Employee for Good Reason. Employee may shall have the right (unless the Company shall have theretofore terminated Employee’s employment pursuant to any other provision of this Agreement) to terminate Employee’s employment at any time for Good Reason upon (as hereinafter defined) by giving thirty (30) five (5) days days' prior written notice to the Employer. Such a Company; provided that: (i) on receipt of such notice, the Company shall have the right, by written notice to Employee, to cause the termination pursuant to this Section 5(f) to be effective at any earlier date within such thirty (30) day period, and (ii) the Company shall nevertheless have the right and power to terminate Employee’s employment For Cause pursuant to Section 5(a) during such thirty (30) day period, which right shall not be limited or otherwise affected by any action taken by Employee pursuant to this Section 5(f), and if the Company terminates Employee’s employment pursuant to Section 5(a) during such thirty (30) day period, Employee’s notice of termination pursuant to this Section 5(f) shall be treated as a void and of no effect. On termination by the Employer without cause andpursuant to this Section 5(f), Employee shall be entitled to be paid Base Salary for a period of six (6) months from the amounts Termination Date, , plus credit for any vacation accrued (on a time apportioned basis through the Termination Date) but not taken, reimbursement for expenses properly reimbursable but not previously reimbursed through the Termination Date, and employee benefits to which Employee is entitled as of the Termination Date as expressly provided in paragraph 4(a), subject to the same terms and conditions as set forth in paragraph 4(a). To the extent Employee receives a payment that is deemed an “excess parachute payment” within the meaning of Internal Revenue Code Section 280G triggered by termination pursuant specifically to Section 4(f)(i) below, Employer will reimburse Employee to the extent Employee is required to pay excise tax (including taxes owed on the reimbursement itself) specifically attributable to the payment. This remittance shall be made by the end of Employee’s taxable year Benefit Plans in which Employee remits participates, but shall not be entitled to any other severance compensation or any other employee benefits and the excise taxes. For purposes of this paragraph, Company shall have no further obligation to Employee shall be deemed to have “Good Reason” if: (i) the Employer or Anaren commits a breach of a material term of under this Agreement, unless such breach was isolated, inadvertent, not committed in bad faith and was cured within fifteen (15) days of receipt of written notice from Employee to the Secretary of Anaren; (ii) the Employee’s duties change materially or (iii) Employer relocates its current Camarillo facility beyond a thirty-five (35) mile radius of its current location. Notwithstanding anything to the contrary, loss of duties associated with Employer’s previous “public company” status will not constitute a “material change in duties” for purpose of this paragraph. If the Employee terminates this Agreement pursuant to (i) of this paragraph, the provisions of paragraph 7 will not apply.

Termination by Employee for Good Reason. Employee may shall have the right (unless the Company shall have theretofore terminated Employee's employment pursuant to any other provision of this Agreement) to terminate Employee’s 's employment at any time for Good Reason upon (as hereinafter defined) by giving thirty (30) five (5) days days' prior written notice to the Employer. Such a Company; provided that: (i) on receipt of such notice, the Company shall have the right, by written notice to Employee, to cause the termination pursuant to this Section 5(f) to be effective at any earlier date within such thirty (30) day period, and (ii) the Company shall nevertheless have the right and power to terminate Employee's employment For Cause pursuant to Section 5(a) during such thirty (30) day period, which right shall not be limited or otherwise affected by any action taken by Employee pursuant to this Section 5(f), and if the Company terminates Employee's employment pursuant to Section 5(a) during such thirty (30) day period, Employee's notice of termination pursuant to this Section 5(f) shall be treated as a void and of no effect. On termination by the Employer without cause andpursuant to this Section 5(f), Employee shall be entitled to be paid Base Salary for a period of six (6) months from the amounts Termination Date, , plus credit for any vacation accrued (on a time apportioned basis through the Termination Date) but not taken, reimbursement for expenses properly reimbursable but not previously reimbursed through the Termination Date, and employee benefits to which Employee is entitled as of the Termination Date as expressly provided in paragraph 4(a), subject to the same terms and conditions as set forth in paragraph 4(a). To the extent Employee receives a payment that is deemed an “excess parachute payment” within the meaning of Internal Revenue Code Section 280G triggered by termination pursuant specifically to Section 4(f)(i) below, Employer will reimburse Employee to the extent Employee is required to pay excise tax (including taxes owed on the reimbursement itself) specifically attributable to the payment. This remittance shall be made by the end of Employee’s taxable year Benefit Plans in which Employee remits participates, but shall not be entitled to any other severance compensation or any other employee benefits and the excise taxes. For purposes of this paragraph, Company shall have no further obligation to Employee shall be deemed to have “Good Reason” if: (i) the Employer or Anaren commits a breach of a material term of under this Agreement, unless such breach was isolated, inadvertent, not committed in bad faith and was cured within fifteen (15) days of receipt of written notice from Employee to the Secretary of Anaren; (ii) the Employee’s duties change materially or (iii) Employer relocates its current Camarillo facility beyond a thirty-five (35) mile radius of its current location. Notwithstanding anything to the contrary, loss of duties associated with Employer’s previous “public company” status will not constitute a “material change in duties” for purpose of this paragraph. If the Employee terminates this Agreement pursuant to (i) of this paragraph, the provisions of paragraph 7 will not apply.

Termination by Employee for Good Reason. Employee may shall have the right (unless the Company shall have theretofore terminated Employee’s employment pursuant to any other provision of this Agreement) to terminate Employee’s employment at any time for Good Reason (as hereinafter defined) by giving thirty (30) days' prior written notice to the Company; provided that, (i) on receipt of such notice, the Company shall have the right, by notice to Employee, to cause the termination pursuant to this Section 4(f) to be effective at any earlier date within thirty (30) day period, and (ii) the Company shall nevertheless have the right and power to terminate Employee’s employment for Good Reason upon thirty (30Cause pursuant to Section 4(a) five (5during such six-month period, which right shall not be limited or otherwise affected by any action taken by Employee pursuant to this Section 4(f), and if the Company terminates Employee’s employment pursuant to Section 4(a) days prior written during such six-month period, Employee’s notice of termination pursuant to the Employer. Such a termination this Section 4(f) shall be treated as a void and of no effect. On termination by the Employer without cause andpursuant to this Section 3(f), Employee shall be entitled to be paid Salary for a period of six (6) months from the amounts Termination Date, plus credit for any vacation accrued (on a time apportioned basis through the Termination Date) but not taken, reimbursement for expenses properly reimbursable but not previously reimbursed through the Termination Date, and employee benefits to which Employee is entitled as of the Termination Date as expressly provided in paragraph 4(a), subject to the same terms and conditions as set forth in paragraph 4(a). To the extent Employee receives a payment that is deemed an “excess parachute payment” within the meaning of Internal Revenue Code Section 280G triggered by termination pursuant specifically to Section 4(f)(i) below, Employer will reimburse Employee to the extent Employee is required to pay excise tax (including taxes owed on the reimbursement itself) specifically attributable to the payment. This remittance shall be made by the end of Employee’s taxable year Benefit Plans in which Employee remits participates, but shall not be entitled to any other severance compensation or any other employee benefits and the excise taxes. For purposes of this paragraph, Company shall have no further obligation to Employee shall be deemed to have “Good Reason” if: (i) the Employer or Anaren commits a breach of a material term of under this Agreement, unless such breach was isolated, inadvertent, not committed in bad faith and was cured within fifteen (15) days of receipt of written notice from Employee to the Secretary of Anaren; (ii) the Employee’s duties change materially or (iii) Employer relocates its current Camarillo facility beyond a thirty-five (35) mile radius of its current location. Notwithstanding anything to the contrary, loss of duties associated with Employer’s previous “public company” status will not constitute a “material change in duties” for purpose of this paragraph. If the Employee terminates this Agreement pursuant to (i) of this paragraph, the provisions of paragraph 7 will not apply.