Termination by Executive for Good Cause Sample Clauses

Termination by Executive for Good Cause. Executive may terminate Executive’s employment with the Company for Good Cause (as defined in Section 5.3) upon thirty (30) days written notice to the Company.
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Termination by Executive for Good Cause. If Executive's employment is terminated by Executive for “good cause” pursuant to Section 4(c) other than as a result of a Change in Control, but including a termination by Executive as a result of a change in Executive’s position or duties other than following a Change in Control, the Bank (or its successor) shall continue to pay to Executive, his Base Salary, in equal installments in accordance with the Bank's standard payroll practices, for a period of one (1) year following the Termination Date, and any unvested portion of the Equity Award as of the Termination Date shall be immediately vested.
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Termination by Executive for Good Cause. The Executive shall have the right, exercisable by notice to the Company, to terminate his employment effective thirty (30) days after the giving of such notice, if, at any time during the Term of Employment, the Company shall be in material breach of its obligations hereunder (such termination being for "Good Cause"); provided, however, that such notice must be provided to the Company within thirty (30) days after the Executive's obtaining knowledge of the occurrence of the circumstances giving rise to such Good Cause; and provided, further, that such termination will not become effective if within such thirty (30) day notice period the Company shall have cured all matters constituting Good Cause hereunder. For purposes of this Section 6(d), a material breach shall include, but not be limited to, any of the following: (i) a material reduction in the Executive's authority, functions, duties or responsibilities provided in Section 2 hereof; (ii) the Company's failure to cause the Executive to serve in the position set forth in Section 1 hereof for any time period in which he is entitled to so serve or any change in the Executive's direct reporting to the Chief Executive Officer of the Company; (iii) the failure of the Company to make payments of base salary or annual incentive bonus set out in Section 3, above, according to the terms such Section, and (iv) the relocation of the Executive's primary place of employment from the New York metropolitan area without the approval of the Executive. A termination pursuant to the terms of this Section 6(d) shall be deemed to be a termination by the Company without cause and shall be controlled by the provisions of Section 6(c) hereof.
Sample 1
Termination by Executive for Good Cause. The Executive may terminate his Employment for Good Cause at any time within 180 days after the Executive becomes consciously aware that the facts and circumstances constituting Good Cause exist and are continuing, and by giving the Company 30 days’ prior written notice that the Executive intends to terminate his Employment for Good Cause, which notice will state with specificity the basis for Executive’s contention that Good Cause exists. The Executive may not terminate for Good Cause if the Company substantially cures the facts and circumstances constituting Good Cause within 30 days following written notice to the Company. The determination whether the Executive has Good Cause to terminate his employment, and determination of related issues under this subsection, shall be subject to the arbitration provisions of this Agreement.
Sample 1
Termination by Executive for Good Cause. Executive may terminate his employment at any time for "Good Cause" as herein defined. "Good Cause" shall mean (i) a failure by Company to comply with any material provisions of the Agreement which failure has not been cured in fifteen (15) days after notice given by Executive to Company, (ii) without Executive's express written consent, the assignment to Executive of any duties inconsistent with Executive's position, duties, responsibilities and status with the Company, (iii) the failure of Company to continue in effect any bonus, benefit or compensation plan, life insurance plan, health and accident plan, or any other benefit plan in which Executive is participating, (iv) the taking of any action by Company which would adversely affect Executive's benefits under such plans, or (v) any purported termination of Executive's employment which is not effective pursuant to Section 5.a. of this Agreement. If Executive terminates his employment for Good Cause pursuant to this Section 5.b., the Company shall immediately pay all compensation and benefits accrued and unpaid through the last day of Executive's employment. In addition, Executive shall receive a severance payment equal to Executive's base compensation, payable at normal Company payroll dates, for a period of six (6) months. Executive shall not be required to set off or mitigate the amount of any payment provided for under this 5.b. for payments received or to be received by Executive from other employment or consulting income.
Sample 1
Termination by Executive for Good Cause. Executive may terminate his employment at any time for "Good Cause" as herein defined. "Good Cause" shall mean (i) a failure by Company to comply with any material provisions of the Agreement which failure has not been cured in fifteen (15) days after notice given by Executive to Company, (ii) without Executive's express written consent, the assignment to Executive of any duties inconsistent with Executive's position, duties, responsibilities and status with the Company, (iii) the failure of Company to continue in effect any bonus, benefit or compensation plan, life insurance plan. health and accident plan, or any other benefit plan in which Executive is participating, (iv) the taking of any action by Company which would adversely affect Executive's benefits under such plans, or (v) any purported termination of Executive's employment which is not effective pursuant to Section 5.a of this Agreement.
Sample 1
Termination by Executive for Good Cause. Upon a termination of this Agreement pursuant to Section 6.6, the Company shall pay the Executive any unpaid amounts of her Base Salary, bonus earned and accrued PTO Day through the Termination Date; plus the amounts specified in Section 7.9. In addition, the Company shall, within thirty (30) days of the Termination Date, pay the Executive a lump sum amount equal to twelve (12) months of the Executive’s Base Salary.
Sample 1
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Related to Termination by Executive for Good Cause

  • Termination by Executive for Good Reason The Executive may terminate the Executive’s employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s consent, the following:

  • Resignation by Executive for Good Reason (a) Provided Executive has not previously been notified of the Company’s intention to terminate Executive’s employment, Executive may resign from employment with the Company for Good Reason (as defined in Section 6.4(b) below).

  • Termination by Executive with Good Reason Executive may terminate his employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within ninety (90) days of Executives knowledge of occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right, and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to the same payments and benefits as provided in Section 8(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits as described in Section 8(d) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits.

  • Termination by Executive without Good Reason The Executive may terminate his employment without Good Reason by providing the Company thirty (30) days’ written notice of such termination. In the event of a termination of employment by the Executive under this Section 6(g), the Executive shall be entitled only to the Accrued Obligations. In the event of termination of the Executive’s employment under this Section 6(g), the Company may, in its sole and absolute discretion, by written notice, accelerate such date of termination and still have it treated as a termination without Good Reason.

  • Termination by Company without Cause or by Executive for Good Reason If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.

  • Termination by Executive The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

  • Voluntary Termination by Executive The Executive may voluntarily terminate his employment for any reason and such termination shall take effect 30 days after the receipt by Company of the Notice of Termination. Upon the effective date of such termination, Executive shall be entitled to (a) accrued and unpaid Salary and vacation through such termination date; and (b) all other compensation and benefits that were vested through such termination date. In the event Executive is terminated without notice, it shall be deemed a termination by the Company for Cause.

  • Termination by Executive other than for Good Reason Executive’s employment may be terminated by Executive without further liability on the part of Executive (other than with respect to those provisions of this Agreement expressly surviving such termination) by written notice to the Board of Directors at least sixty (60) days prior to such termination; provided, however, the Company may waive the notice period and accelerate the termination date without converting the Termination by Executive into a Termination by the Company.

  • Termination by Employee for Good Reason Employee may terminate his employment hereunder for "Good Reason." As used herein, "Good Reason" shall mean the continuance of any of the following after ten (10) days' prior written notice by Employee to the Company, specifying the basis for such Employee's having Good Reason to terminate this Agreement:

  • By Executive for Good Reason The Executive, by written notice to the Company, may terminate Executive’s employment hereunder if a “Good Reason” exists. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following circumstances without the Executive’s prior written consent: (a) a substantial and material adverse change in the nature of Executive’s title, duties or responsibilities with the Company that represents a demotion from his title, duties or responsibilities as in effect immediately prior to such change (such change, a “Demotion”); provided, however, that in the event of a “Change in Control” (as defined below), no Demotion shall be deemed to have occurred as long as Executive shall remain as the Company’s head operational officer, notwithstanding title; (b) material breach of this Agreement by the Company; (c) a failure by the Company to make any payment to Executive when due, unless the payment is not material and is being contested by the Company, in good faith; or (d) a liquidation, bankruptcy or receivership of the Company. Notwithstanding the foregoing, no “Good Reason” shall be deemed to exist with respect to the Company’s acts described in clauses (a), (b) or (c) above, unless Executive shall have given written notice to the Company within a period not to exceed ten (10) calendar days of the initial existence of the occurrence, specifying the “Good Reason” with reasonable particularity and, within thirty (30) calendar days after such notice, the Company shall not have cured or eliminated the problem or thing giving rise to such “Good Reason”; provided, however, that no more than two cure periods shall be provided during any twelve-month period of a breach of clauses (a), (b) or (c) above. Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.6(c). “Change in Control” shall mean the acquisition, by any person or entity other than the Company and/or any officers or directors of the Company as of the date of this Agreement, of securities of the Company (in one or more transactions) having 50% or more of the total voting power of all the Company’s securities than outstanding.

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