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

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. (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, “Good Reason” shall mean (A) the assignment to Executive of any duties materially and adversely inconsistent with his position as set forth in Section l(a) of this Agreement including, but not limited to status, office or responsibilities as contemplated under Section 1 herein, (B) a change in the Executive’s reporting relationship such that he no longer reports directly to the Board, (C) a material breach by the Company of any provision of this Agreement after receipt of written notice thereof from the Executive and failure by the Company to cure the breach within thirty (30) days thereafter, or (D) the relocation of the Executive’s office as assigned to him by the Company to a location more than 50 miles from the Executive’s office prior to the date of such relocation, except for travel reasonably required in the performance of Executive’s Responsibilities.
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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. 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: (i) all amounts accrued and unpaid to Executive through the termination date, including unpaid salary, pro-rated earned bonus (if any), benefits and accrued and unused vacation and sick time; and (ii) severance payments comprising salary and health care and dental benefits continuing for 18 months from the date of termination (provided such payments shall be reduced to reflect any salary, consulting fees or other compensation received by Executive for services rendered after one year from the termination date and Executive shall timely report to CORE any such compensation), such salary continuation payments to be made bi-weekly, or otherwise consistent with CORE's payroll policies and shall be subject to applicable federal, state and local payroll tax deductions and withholdings. Notwithstanding the requisite 30 day notice period in Executive's notice, the Company may elect to have Executive's services terminate immediately, provided the Company pays Executive compensation and benefits during the period after written notice has been delivered and prior to the effective termination date.
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Termination By Executive For Good Reason Following a Change in Control. (i) If during the two year period following the date of this Agreement Executive terminates his employment for Good Reason (Initial Period) 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, “Good Reason (Initial Period)” shall mean (A) (1) the assignment to Executive of any duties inconsistent in any material respect with Executive’s position (including status, offices and titles), authority, duties or responsibilities as contemplated by Section 1 of this Agreement or (2) any other action by the Company (or its successor) which results in a material diminishment of such position, authority, duties or responsibilities, other than an inadvertent action which is remedied by the Company (or its successor) promptly after receipt of notice thereof given by Executive, (B) any material failure by the Company (or its successor) to comply with any of the provisions of this Agreement, other than an institutional and inadvertent failure which is remedied by the Company (or its successor) promptly after receipt of notice thereof given by Executive, (C) the Company’s (or its successor’s) requiring Executive to be based at any office or location more than 50 miles removed from that at which Executive is based on the date hereof, except for travel reasonably required in the performance of Executive’s responsibilities, or (D) any purported termination by the Company (or its successor) of Executive’s employment otherwise than as permitted by this Agreement, it being understood that any such purported termination shall not be effective for any purpose of this Agreement.
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Termination By Executive For Good Reason Following a Change in Control. (i) If during the two year period following the date of this Agreement Executive terminates his employment for Good Reason (Initial Period) 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 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 the Executive’s employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s consent, the following:

  • 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 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 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.

  • Termination by Employee without Good Reason Employee may terminate Employee’s employment without Good Reason by providing the Company sixty (60) days’ written notice of such termination. In the event of a termination of employment by Employee under this Section 8(f), Employee shall be entitled only to the Accrued Obligations, and any equity awards or equity-related awards that are not vested as of the date of termination shall be cancelled. In the event of termination of Employee’s employment under this Section 8(f), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing the characterization of such termination as a termination by Employee without Good Reason. Following such termination of Employee’s employment by Employee without Good Reason, except as set forth in this Section 8(f), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

  • 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 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.

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