Termination By Executive For Good Reason Following a Change in Control Sample Clauses

Termination By Executive For Good Reason Following a Change in Control. (i) If, during the remainder of the then-effective Term following a Change in Control, Executive terminates his employment for Good Reason then such termination shall be treated as a termination of Executive’s employment by the Company without Cause under Section 4(d) of this Agreement. For purposes of this Agreement, “
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Termination By Executive For Good Reason Following a Change in Control. Executive shall become entitled to receive the compensation provided for in Section 4.1 and the acceleration provided for in Section 4.2, hereof if Executive is an active full time employee of the Company, and (i) there occurs a Change in Control, (ii) followed by the occurrence of any of the events or circumstances described in Section 3.3 below, and (iii) thereafter, Executive terminates his employment in the manner and within the applicable time period set forth herein. Any such termination shall constitute a termination for “Good Reason.” To constitute a termination for Good Reason, the event constituting Good Reason must have occurred within twenty four (24) months after the consummation or occurrence of the Change in Control and Executive must give written notice to the Company, no later than ninety (90) days after he becomes aware of any event that should have reasonably been known constituting Good Reason, that Executive elects to terminate his employment for Good Reason. Such notice must describe such event constituting Good Reason in reasonable detail. If the Company fails to cure such event within the succeeding fifteen (15) days, such termination shall be effective at the end of such fifteen (15) day period and Executive shall thereupon become entitled to receive the compensation and benefits set forth in Section 4.1 hereof. If the Company does cure such event within such fifteen (15) day period, then such event shall not constitute Good Reason and Executive shall not be entitled to receive the compensation and benefits set forth in Section 4.1 hereof.
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Termination By Executive For Good Reason Following a Change in Control. If, during the Term of this Agreement, a Change in Control occurs, and if Executive terminates Executive’s employment for Good Reason during the thirty-six (36) month period following such Change in Control, and if Executive signs (and does not revoke) the release described in Section 13, Executive shall be entitled to receive:
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Termination By Executive For Good Reason Following a Change in Control. Within twelve months following a Change in Control (as defined in Section 8(f)), Executive may terminate employment hereunder for Good Reason (as defined below) upon thirty (30) days prior written notice to the Company, in which event Executive's employment hereunder shall terminate and Executive shall be entitled to the following payments:
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Termination By Executive For Good Reason Following a Change in Control. Executive may terminate Executive's employment upon thirty (30) days' advance written notice for Good Reason within twelve months following a Change in Control. "Good Reason" is defined as: (a) a relocation of Executive's principal place of employment of more than 50 miles without consent of Executive; (b) a material diminution of Executive's duties or responsibilities; provided that a mere change in the Executive's title or reporting relationships will not be Good Reason; or (c) a material reduction in Executive's compensation (other than equity-based compensation) or employee benefits other than as part of a general reduction in compensation or benefits of all similarly situated Company executives. "Change in Control" is defined as: (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; (iii) a change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors (or persons whose nomination for election as director has been approved by incumbent directors) are directors; or (iv) any transaction as a result of which any person is the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Company's then outstanding voting securities. For purposes of the definition of "Change in Control", the term "person" shall have the same meaning as when used in Sections 13(d) and 14(d) of the Securities Exchange Act but shall exclude (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a parent or subsidiary of the Company and (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company.
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Termination By Executive For Good Reason Following a Change in Control. Executive may terminate Executive's employment upon thirty (30) days' advance written notice for Good Reason within twelve months following a Change in Control. "Good Reason" is defined as: (a) a relocation of Executive's principal place of employment of more than 50 miles without consent of Executive; (b) a material diminution of Executive's duties or responsibilities; provided that a mere change in the
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Termination By Executive For Good Reason Following a Change in Control. The Executive, within two years following the date of a Change in Control, upon 30 days’ prior written notice to the Company, may terminate employment with the Company for Good Reason. For purposes of this Agreement, “Good Reason” is defined as: (i) any action by the Company to remove the Executive as Chief Financial and Estate Planning Advisor, except where the Company properly acts to remove the Executive from such office for “Cause” as defined in subsection 4(a); (ii) any action by the Company to materially eliminate, limit, increase, or modify the Executive’s duties and/or authority as President and Chief Executive Officer of the Trust Company, subject to subsection 2(a), and as Chief Financial and Estate Planning Advisor; (iii) any failure of the Company to obtain the assumption of the obligation to perform this Agreement by any successor as contemplated in subsection 13(p); (iv) any intentional breach by the Company of a term, condition or covenant of this Agreement; (v) requiring the Executive to move more than 50 miles from his principal residence, or (vi) a reduction by the Company in the Executive’s Base Salary or Commission in effect on the date preceding the date of the Change in Control.
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Termination By Executive For Good Reason Following a Change in Control 
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Related to Termination By Executive For Good Reason Following a Change in Control

  • Termination by Executive for Good Reason The Executive may terminate employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

  • Termination by Executive Without Good Reason Executive may terminate his employment upon 30 days’ written notice to the Company. In the event Executive terminates his employment in this manner, he shall remain in the Company’s employ subject to all terms and conditions of this Agreement for the entire 30-day period unless instructed otherwise by the Company in writing.

  • Termination by Executive with Good Reason Executive may terminate Executive’s employment with Good Reason by providing the Company fifteen (15) 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 sixty (60) days of the occurrence of such event. During such fifteen (15) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective upon the date immediately following the expiration of the fifteen (15) day notice period, and Executive shall be entitled to the same payments and benefits as provided in Section 8(d) above for a termination without Cause, it being agreed that Executive’s right to any such payments and benefits shall be subject to the same terms and conditions as described in Section 8(d) above. Following 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.

  • 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:

  • Voluntary Termination by the Executive Without Good Reason If the Executive terminates employment without Good Reason, the Executive shall receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which termination becomes effective.

  • 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).

  • Resignation by Executive without Good Reason The Executive may voluntarily terminate employment with the Company during the term of this Agreement, upon at least 60 days’ prior written notice to the Board of Directors, in which case the Executive shall receive only his compensation, vested rights, and Executive benefits up to the date of his termination of employment.

  • Voluntary Resignation by Executive Without Good Reason Executive may voluntarily resign Executive’s position with Company without Good Reason, at any time after the Initial Term, on thirty (30) days’ advance written notice. In the event of Executive’s resignation without Good Reason, Executive will be entitled to receive only the Base Salary for the thirty-day notice period and no other amount for the remaining months of the current term, if any. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. In addition, executive will not be entitled to receive the Severance Payment described in subparagraph 7.2 above.

  • Termination by Employee without Good Reason The Employee shall have the right at any time to terminate the Employee's employment with both Employers without Good Reason by giving the Employers written notice that the Employee is terminating his employment. Any such termination shall apply to the Employee's employment with both Employers and be effective ninety (90) days after the giving of such notice by the Employee.

  • 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.

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