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. 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.

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.