Termination by Officer for Good Reason Sample Clauses

Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for “Good Reason” upon the occurrence of any of the following: (i) a change by Employer in Officer’s title, duties and responsibilities which is materially inconsistent with Officer’s position in Employer, (ii) a material reduction in Officer’s annual base salary or annual bonus opportunity, provided that any reduction of up to ten percent (10%) of Officer’s salary or bonus opportunity that is part of a plan to reduce compensation of comparably situated employees of Employer generally shall not be considered a “material reduction in Officer’s annual base salary or annual bonus opportunity” hereunder, (iii) a material breach by Employer of this Agreement, or (iv) the relocation of the Officer’s principal place of work from its current location to a location that is beyond a 50-mile radius of such current location. Notwithstanding anything to the contrary in the foregoing, Officer shall only have Good Reason to terminate employment if Officer gives notice, in writing, to the Employer of the act or omission which is alleged to constitute Good Reason within 90 days of the initial occurrence thereof, and Employer fails to remedy such act or omission within thirty (30) days following Employer’s receipt of written notice from Officer specifying such act or omission. If Officer terminates this Agreement for Good Reason, subject to Officer signing the Separation Agreement and Release, and the Separation Agreement and Release becoming irrevocable, all within 60 days after the date of Officer’s Separation from Service, Employer shall: (i) With respect to the Accrued Obligations, pay any earned but unpaid bonus to the Officer in a single lump sum no later than March 15th of the calendar year following the calendar year in which the fiscal year in which the bonus was earned ended, and pay all other Accrued Obligations to the Officer no later than 74 days following his Separation from Service from the Employer (or at such earlier time as applicable law requires); (ii) Continue to pay Officer the Base Salary in effect at the time of his Separation from Service, in accordance with the Employer’s customary payroll practices, for a period of 12 months; provided, however, that if such termination occurs within six months prior to or 24 months after the consummation of a Change in Control (as such term is defined in the 2014 Plan), such Base Salary payments shall continue for a period of 18 months instead...
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Termination by Officer for Good Reason. Officer may terminate this Agreement, and his/her employment with Employer, for “good reason” upon the occurrence of any of the following: (i) a requirement by Employer that Officer relocate his/her primary business office more than 25 miles from its current location in order to fulfill Officer’s duties under this Agreement; (ii) the failure of Employer to comply with Section 4; or (iii) any material breach of this Agreement by Employer; or (iv) the assignment to Officer of duties materially inconsistent with Officer’s status as President and Chief Executive Officer of Employer. Prior to terminating this Agreement pursuant to this Section, Officer shall give to Employer written notice of his/her “good reason” for terminating this Agreement and provide Employer with a reasonable period in which to contest or correct the “good reason”, but in no event less than thirty days. In the event of a termination for “good reason” pursuant to this Section, Officer will be entitled to receive all compensation and benefits provided for in this Agreement for a termination by Employer without cause, subject to the limitation set forth in Section 7(a) below.
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Termination by Officer for Good Reason. Officer shall be entitled -------------------------------------- to terminate his employment under this Agreement for "good reason" and in such event shall be entitled to all of the salary, benefits and other rights provided in this Agreement as though the termination was initiated by Employer without "cause" pursuant to Section 8(c). For purposes of this Agreement, "good reason" shall mean any of the following events, which event shall continue for 30 days after notice to the Employer, unless the event occurs with Officer's express prior written consent:
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Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for "good reason" (except as provided in Section 6(c)(v)) upon the occurrence of any of the following: (i) the assignment to Officer of any duties inconsistent with the status of his position under Section 2, or a substantial alteration in the nature or status of his responsibilities from those in effect under Section 2; (ii) a reduction by Employer of Officer's annual base salary as in effect from time to time during the term of this Agreement; (iii) the failure of Employer to comply with Section 4; (iv) any material breach of this Agreement by Employer; (v) if Officer is required to report to a Chief Executive Officer of Employer other than Xxxxx X. Xxxxxx, M.D., then at any time before, but not later than, the sixtieth day after the date Employer replaces Xx. Xxxxxx as Chief Executive Officer, Officer may terminate this Agreement for "good reason" pursuant to this Section 6(c)(v) by giving written notice of termination and such termination shall be effective on the date such notice of termination is given to Employer by Officer. Prior to terminating this Agreement pursuant to this Section (other than a termination pursuant to Section 6(c)(v)), Officer will give to Employer written notice of his "good reason" for terminating this Agreement and provide Employer with a reasonable period in which to contest or correct the "good reason", but in no event less than thirty days. In the event of a termination for "good reason" pursuant to any subsection of this Section 6(c), Officer will be entitled to receive all compensation and benefits provided for in this Agreement as though Employer had terminated this Agreement on such date without cause under Section 6(b).
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Termination by Officer for Good Reason. The Officer may terminate the Officer's employment for Good Reason. For purposes of this Agreement "Good Reason" shall mean, without Officer's express written consent, any of the following:
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Termination by Officer for Good Reason. (i) Officer may terminate employment with Employer at any time for Good Reason, upon 30 days' notice to Employer. "Good Reason" means the occurrence of any of the following:
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Termination by Officer for Good Reason. Officer shall be entitled to -------------------------------------- terminate his employment under this Agreement for "good reason" and in such event shall be entitled to all of the salary, benefits and other rights provided in this Agreement as though the termination was initiated by Employer without "cause" pursuant to Section 9(c). For purpose of this Agreement, "good reason" shall mean any of the following events, which event shall continue (i) The assignment to Officer of any duties inconsistent with Officer's status as Executive Vice President and General Counsel of Employer; (ii) a reduction by Employer in Officer's annual base salary below $450,000 per calendar year; (iii) the failure of Employer to comply with Sections 5,6, 7, or 8 of this Agreement; or (iv) any other material breach of this Agreement by Employer.
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Termination by Officer for Good Reason. Officer may terminate his employment with Employer for “Good Reason.” For purposes of this Agreement, “Good Reason” means:
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Termination by Officer for Good Reason. Officer may terminate this Agreement, and his employment with Employer, for “good reason” upon the occurrence of any of the following: (i) a requirement by Employer that Officer relocate his primary business office more than 25 miles from its current location in order to fulfill Officer’s duties under this Agreement; (ii) the failure of Employer to comply with Section 4; or (iii) any material breach of this Agreement by Employer; or (iv) the assignment to Officer of duties materially inconsistent with his title at such time and with his duties under this Agreement at such time. Notwithstanding the foregoing or anything to the contrary, the retention and/or assumption of duties or responsibilities by Xxxxxx Xxxxxx that would otherwise have been duties or responsibilities of Officer shall not be deemed to constitute, nor shall they be taken into account in determining whether there has been, “good reason” for purposes of this Agreement. Prior to terminating this Agreement pursuant to this Section, Officer shall give to Employer written notice of his “good reason” for terminating this Agreement and provide Employer with a reasonable period in which to contest or correct the “good reason”, but in no event less than thirty (30) days. In the event of a termination for “good reason” pursuant to this Section prior to December 31, 2004, Officer will be entitled to receive all compensation and benefits provided for in this Agreement for a termination by Employer without cause on or before December 31, 2004.
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Related to Termination by Officer for Good Reason

  • 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:

  • Termination by the Employee for Good Reason The Employee shall have the right to terminate for “Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean (i) the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, (ii) a material and adverse diminution in the Employee’s job duties, responsibilities or authority, (iii) a change in the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentence.

  • Termination for Good Reason The Employee's employment may be terminated by the Employee for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:

  • Voluntary Termination for Good Reason “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • 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.

  • 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 Employee with Good Reason Employee may terminate his employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth with 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 thirty (30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Employee’s termination will be effective upon the date immediately following the expiration of the thirty (30) day notice period, and Employee 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 Employee’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 such termination of Employee’s employment by Employee with Good Reason, except as set forth in this Section 8(e), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

  • Termination by the Executive for Good Reason The Executive shall have the right to terminate this Agreement for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence, without the Executive’s express written consent, of any one or more of the following events:

  • Termination by the Executive Without Good Reason The Executive may terminate his employment on his own initiative for any reason upon 30 days’ prior written notice to the Company; provided, however, that during such notice period, the Executive shall reasonably cooperate with the Company (at no cost to the Executive) in minimizing the effects of such termination on the Company Group. Such termination shall have the same consequences as a termination for Cause under Section 6.2.

  • Termination for Cause; Resignation Without Good Reason If the Company terminates Executive’s employment with the Company for Cause, or Executive resigns without Good Reason, then Executive will not be entitled to any further compensation from the Company (other than accrued salary, and accrued and unused vacation, through Executive’s last day of employment), including severance pay, pay in lieu of notice or any other such compensation.

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