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 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 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 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. (i) During the Employment Period, Employee may terminate Employee’s employment at any time for Good Reason upon by giving the Company written notice of such termination specifying the reasons therefor. (ii) In the event of such termination Good Reason, Company shall pay to Employee all amounts set forth under Section 2(a) and (d) which are due or owing to Employee through the Termination Date. (iii) In the event Employee terminates Employee’s employment pursuant to Section 3(f)(i) above, then, provided Employee is not in breach of Sections 4, 5, or 6 of this Agreement as of the Termination Date and subject to the execution of a general release of claims in favor of Company and the expiration of all applicable notice, revocation and similar periods (other than any claims for amounts due Employee under this Agreement but not yet paid in accordance with the terms hereof as of the Termination Date, Employee or Employee’s estate will receive the amount set forth in Section 2(d) and in Sections 2(a) and 2(c) which would have been payable to Employee had the Employee remained in the employ of the Company for the Severance Period as severance payable in accordance with Company’s regular payroll practices (or quarterly with respect to Section 2(c)), commencing on the Termination Date (or, in Employee’s discretion, such later date as the foregoing period may be necessary to avoid any adverse tax consequences under Section 409(A) of Code (as defined in Section 9(a)). Notwithstanding the foregoing, the amount of any severance payment provided to Employee pursuant to Section 2(a) under this Section 3(f)(iii) during the Severance Period shall be reduced by any base salary compensation earned by Employee as a result of comparable employment by another employer during the Severance Period. Employee agrees to immediately advise Company of the commencement of any such employment during the Severance Period and the receipt and amount of such compensation. (iv) As used herein, the term “Good Reason” means: without Employee’s consent: (a) a reduction in the Employee’s Base Salary by more than 5%, other than a general reduction in Base Salary that affects all similarly situated employees and does not exceed other such reductions on a percentage basis; (b) a significant reduction of Employee’s duties, position, responsibilities, or reporting requirements with the Company, or the removal of Employee from such position and responsibilities, unless Employee is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation, and status); (c) a relocation of Employee’s principal place of employment by more than fifty (50) miles; (d) any material breach by the Company of any material provision of this Agreement which remains uncured for thirty (30) five (5) days prior after Employee give the Company 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 applybreach.

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. (i) During the Employment Period, Employee may terminate Employee’s 's employment at any time for Good Reason upon by giving the Company written notice of such termination specifying the reasons therefor. (ii) In the event of such termination Good Reason, Company shall pay to Employee all amounts set forth under Section 2(a) and (d) which are due or owing to Employee through the Termination Date. (iii) In the event Employee terminates Employee's employment pursuant to Section 3(f)(i) above, then, provided Employee is not in breach of Sections 4, 5, or 6 of this Agreement and subject to the execution of a general release of claims in favor of Company and the expiration of all applicable notice, revocation and similar periods (other than any claims for amounts due Employee under this Agreement but not yet paid in accordance with the terms hereof as of the Termination Date, Employee or Employee's estate will receive the amount set forth in Section 2(d) and in Sections 2(a) and 2(c) which would have been payable to Employee had the Employee remained in the employ of the Company for the Severance Period as severance payable in accordance with Company's regular payroll practices (or quarterly with respect to Section 2(c)), commencing on the Termination Date (or, in Employee's discretion, such later date as the foregoing period may be necessary to avoid any adverse tax consequences under Section 409(A) of Code (as defined in Section 9(a)). Notwithstanding the foregoing, the amount of any severance payment provided to Employee pursuant to Section 2(a) under this Section 3(f)(iii) during the Severance Period shall be reduced by any base salary compensation earned by Employee as a result of comparable employment by another employer during the Severance Period. Employee agrees to immediately advise Company of the commencement of any such employment during the Severance Period and the receipt and amount of such compensation. (iv) As used herein, the term "Good Reason" means: without Employee's consent: (a) a reduction in the Employee's Base Salary by more than 5%, other than a general reduction in Base Salary that affects all similarly situated employees and does not exceed other such reductions on a percentage basis; (b) a significant reduction of Employee's duties, position, responsibilities, or reporting requirements with the Company, or the removal of Employee from such position and responsibilities, unless Employee is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation, and status); (c) a relocation of Employee's principal place of employment by more than fifty (50) miles; (d) any material breach by the Company of any material provision of this Agreement which remains uncured for thirty (30) five (5) days prior after Employee give the Company 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 applybreach.

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 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.