Common use of Termination by Officer for Good Reason Clause in Contracts

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.

Appears in 3 contracts

Samples: Employment Agreement (Rem Arrowhead, Inc.), Employment Agreement (Rem Arrowhead, Inc.), Employment Agreement (Rem Arrowhead, Inc.)

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Termination by Officer for Good Reason. Officer may terminate this Agreement, and his/her his employment with Employer, for "good reason" upon the occurrence of any of the following: (i) the assignment to Officer of any duties inconsistent with the status of President and Chief Executive Officer of Employer, or a requirement by Employer that Officer relocate his/her primary business office more than 25 miles substantial alteration in the nature or status of his responsibilities from its current location those in order to fulfill Officer’s duties under effect upon his execution of this Agreement; (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; or (iiiiv) 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 will give to Employer written notice of his/her “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 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.

Appears in 2 contracts

Samples: Quarterly Report, Employment Agreement (Magellan Health Services Inc)

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 '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 any duties materially inconsistent with Officer’s 's status as President and Chief an Executive Officer of EmployerVice President. 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.

Appears in 2 contracts

Samples: Quarterly Report, Employment Agreement (Magellan Health Services Inc)

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 Executive Vice President and Chief Executive Financial 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.

Appears in 1 contract

Samples: Employment Agreement (Rem Arrowhead, Inc.)

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Termination by Officer for Good Reason. Officer may terminate this Agreement, and his/her his employment with Employer, for “good reason” upon the occurrence of any of the following: (i) a requirement by Employer that Officer relocate his/her 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 Officer’s status as President and Chief Executive his title at such time. Notwithstanding the foregoing or anything to the contrary, the retention and/or assumption of duties or responsibilities by Xxxx 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 Employerthis Agreement. Prior to terminating this Agreement pursuant to this Section, Officer shall give to Employer written notice of his/her 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, 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.

Appears in 1 contract

Samples: Employment Agreement (Rem Arrowhead, Inc.)

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