Common use of Termination By Executive For Good Reason Following a Change in Control Clause in Contracts

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.

Appears in 3 contracts

Samples: Severance Agreement (Devax Inc), Severance Agreement (Devax Inc), Severance Agreement (Devax Inc)

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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 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 hereinhereinafter. 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 the 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.

Appears in 3 contracts

Samples: Severance Agreement (Devax Inc), Severance Agreement (Devax Inc), Severance Agreement (Devax Inc)

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