Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 17 contracts
Samples: Executive Employment Agreement (Ross Stores, Inc.), Executive Employment Agreement (Ross Stores, Inc.), Executive Employment Agreement (Ross Stores, Inc.)
Termination by the Executive for Good Reason. The Executive may resign from employment with the Company for Good Reason, but only in accordance with the terms of this Section 2d. “Good Reason” shall be deemed to exist with respect to any termination by the Executive of the Executive’s employment for any of the following reasons: (i) Termination Not the relocation of the office of the Company at which the Executive is principally employed to a location that is more than fifty (50) miles from the location of such office as of the date of this Agreement; (ii) any failure by the Company to comply with any material term of this Agreement; or (iii) the demotion of the Executive to a lesser position than described in Connection with Section 1a hereof or a Change substantial diminution of the Executive’s authority, duties, or responsibilities as in Control. At any time during effect on the Term date of Employmentthis Agreement or as may be hereafter increased; provided, other than within however, that “Good Reason” shall not include a termination of the period commencing one month prior Executive’s employment pursuant to and ending twelve months Sections 2b or 2c hereof or, following a Change in of Control (as defined below in Section 8(e)(ii)4d below), a reduction in title, position, responsibilities, or duties solely by virtue of the Executive may terminate Company being acquired and made part of, or operated as a subsidiary of, a larger company or organization, so long as such new duties and responsibilities are reasonably commensurate with the Executive’s experience. The Executive may not resign with Good Reason pursuant to this Section 2d, and shall not be considered to have done so for any purpose of this Agreement, unless (i) the Executive, within sixty (60) days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Executive believes to constitute “Good Reason” and identifies the particular clause of this Section 2d that the Executive contends is applicable to such act or failure to act; (ii) the Company, within thirty (30) days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Executive of the Executive’s employment relationship with the Company, and (iii) the Executive actually resigns from employment with the Company on or before that date that is six (6) calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Executive from the Executive’s employment with the Company shall not be deemed to have been for “Good Reason,” the Executive shall not be entitled to any of the benefits to which the Executive would have been entitled if the Executive had resigned from employment with the Company for “Good Reason,” which and the Company shall not be deemed required to occur if, within sixty days after receipt of written notice pay any amount that would otherwise have been due to the Company by Executive under Section 4a had the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply resigned with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.”
Appears in 10 contracts
Samples: Employment Agreement (Agile Therapeutics Inc), Employment Agreement (Agile Therapeutics Inc), Employment Agreement (Agile Therapeutics Inc)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function function, or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate affiliate, or subsidiary of Xxxx Stores, Inc.; the division, affiliate affiliate, or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization reorganization, or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 6 contracts
Samples: Executive Employment Agreement (Ross Stores Inc), Executive Employment Agreement (Ross Stores, Inc.), Executive Employment Agreement (Ross Stores, Inc.)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the The Executive may terminate the Executive’s his employment with the Company for Good Reason. For purposes of this Agreement, “Good Reason,” which shall be deemed to occur if, within sixty mean (1) the material breach by the Company of any of its obligations hereunder that goes uncured 10 days after receipt of written notice by the Executive to the Company by of such breach; (2) a material reduction in the Base Salary payable to the Executive that does not correspond to (A) any material change or reduction in the duties of the occurrence of one Executive which is at the request or more consent of the following conditions, Executive or (B) any reduction applied uniformly to all similarly situated executives of the following conditions have not been cured: Company due to any adverse business circumstance; (i3) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction diminution of the Executive’s salary or position with the target annual bonus opportunity set forth in Section 4(b)); Company, including the Executive’s status, office, title, responsibilities and reporting requirements, except (iiA) a significant diminishment in the nature event of a termination for Cause or scope of the authority, power, function or duty attached due to the position which the Executive currently maintains Executive’s death, Disability, or resignation without the express written consent of Good Reason, or (B) for changes that are requested or approved by the Executive; provided(4) the failure or refusal of a successor to be bound by the terms of this Employment Agreement under any assignment pursuant to Section 13(d) hereunder, that or (5) any relocation of more than 50 miles from the Executive’s employment may be transferredprimary office location; except any relocation (A) which is proposed or initiated by the Executive, assigned(B) which is consented to by the Executive, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to (C) which the Executive is performing services may be reorganized; and results in the Executive’s direct reports or the person or title of the person principal office location being closer to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) then-principal residence. Notwithstanding the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute foregoing, a termination of employment by the Executive for Good Reason, Reason shall not occur unless (x) the Executive must provide provides written notice to the Company of the existence of the condition giving rise to the described in Section 4(e) (1) through (5) that constitutes Good Reason termination within sixty (60) days following the Executive’s knowledge of the initial existence occurrence of the condition, and in (y) the event Company fails to cure such condition is cured by within thirty (30) days following the delivery to the Company within sixty days from its receipt of such written notice, and (z) the Executive’s termination shall not constitute a termination for of employment occurs within one hundred and twenty (120) days following the initial occurrence of the condition described in clause 4(e) (1) through (5) that constitutes Good Reason.
Appears in 3 contracts
Samples: Executive Employment Agreement (Andina Acquisition Corp. III), Executive Employment Agreement (Andina Acquisition Corp. III), Executive Employment Agreement (Andina Acquisition Corp. III)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including including, but not limited to to, the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 3 contracts
Samples: Executive Employment Agreement (Ross Stores Inc), Executive Employment Agreement (Ross Stores Inc), Executive Employment Agreement (Ross Stores Inc)
Termination by the Executive for Good Reason. The Executive may terminate this agreement immediately based on his reasonable determination that one of the following events has occurred:
(i) Termination Not The Company intentionally and continually breaches or wrongfully fails to fulfill or perform (A) its obligations, promises or covenants under this Agreement; or (B) any warranties, obligations, promises or covenants in Connection with a Change in Control. At any time during the Term of Employment, agreement (other than within this agreement) entered into between the period commencing one month prior to Company and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); without cure;
(ii) a significant diminishment in The Company terminates this Agreement and the nature or scope of Executive's employment hereunder, and such termination does not constitute termination for cause,
(iii) Without the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Company: (A) substantially alters or materially diminishes the position, nature, status, prestige or responsibilities of the Executive or location of the Executive’s employment may be transferred's office then in effect by mutual agreement of the parties; (B) assigns additional duties or responsibilities to the Executive which are inconsistent with the position, assignednature, status, prestige or responsibilities of the Executive then in effect; (C) removes or fails to reappoint or re-assigned elect the Executive to Xxxx Storesthe Executive's offices under this Agreement (as they may be changed or augmented from time-to-time with the consent of the Executive), Inc. or as a divisiondirector of the Company, affiliate except in connection with the Executive's disability; and (D) changed the nature of its business operations;
(iv) The Executive is removed from the Board without his consent; or subsidiary of Xxxx Stores, Inc.; the division, affiliate Company fails to nominate or subsidiary with respect reappoint the Executive to which the Board (unless the Executive is performing services may be reorganizeddeceased or disabled, or such removal or failure is attributable to an event which would constitute termination for cause), or if the Executive is so nominated, the stockholders of the Company fail to re-elect the Executive to the Board;
(v) The Company intentionally requests or causes the Executive to commit or participate in any felony or other serious crime; and/or
(vi) The Company engages in other conduct constituting legal cause for termination.
(vii) The Company files for protection under the Bankruptcy laws of the United States. If the Executive terminates this Agreement pursuant to this Section, the obligations of the Executive and the Executive’s direct reports or Company under this Agreement shall immediately cease. In the person or title event of a termination pursuant to this section, the person to whom Company shall pay the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s a termination of employment under this Section 6(e)(i); or fee in an amount equal to 12 (iiitwelve) the relocation months of the Executive’s Principal Place 's Base Salary (as the term is defined in paragraph 4(a)) at the time of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consenttermination. In order to constitute a termination of employment for Good Reason, All other rights the Executive must provide written notice to has under benefit or stock option plans and programs shall be determined in accordance with the terms and conditions of such plans and programs, except that the Company of the existence of the condition giving rise will continue to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute provide Executive medical insurance at no cost to Executive for a termination for Good Reason12 (twelve) month period.
Appears in 2 contracts
Samples: Employment Agreement (Gwin Inc), Employment Agreement (Gwin Inc)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At The Executive shall be entitled to terminate his employment and this Agreement at any time during for Good Reason (defined hereafter). A termination of employment and this Agreement by the Term of Employment, Executive for Good Reason shall entitle the Executive to payments and other than within the period commencing one month prior to and ending twelve months following a Change benefits as specified in Control (as defined below in Section 8(e)(ii)paragraph 10(g) or 10(h), the Executive may terminate the Executive’s employment with the Company for as applicable. For purposes of this Agreement, “Good Reason,” which shall be deemed to occur ifmean, within sixty days after receipt of written notice subject to the Company by the Executive of the occurrence of one or more of the following conditionsnotice and cure provisions below, any of the following conditions have not been curedactions if taken without the Executive’s prior consent: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of in the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b))Base Salary; (ii) a significant diminishment material reduction in the nature Executive’s authority, responsibilities or scope of duties; (iii) a material reduction in the authority, power, function responsibilities or duty attached to the position which the Executive currently maintains without the express written consent duties of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person supervisor to whom the Executive reports may be changedis required to report; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for (iv) a material reduction in the Executive’s termination of employment under this Section 6(e)(i)budget over which the Executive retains authority; or (iiiv) the a permanent relocation of the Executive’s Principal Place principal place of Employment as described employment to any location outside of a fifty mile radius of the location from which the Executive served the Company immediately prior to the relocation, provided such relocation is a material change in the geographic location at which the Executive must provide services for purposes of Code Section 3 409A and the regulations thereunder; or (vi) any other action or inaction that constitutes a material breach by the Company of this Agreement. To exercise the option to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of terminate employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Executive’s belief that Good Reason termination exists within sixty 60 days of the initial existence of the Good Reason condition, and that notice shall describe in reasonable detail the event such condition is cured by condition(s) believed to constitute Good Reason. The Company then shall have 30 days to remedy the Good Reason condition(s). If not remedied within that 30-day period or if the Company within sixty notifies the Executive that it does not intend to cure such condition(s) before the end of that 30-day period, the Executive may submit a notice of termination to the Company; provided, however, that the notice of termination invoking the Executive’s option to terminate employment for Good Reason must be given no later than 100 days from its receipt after the date the Good Reason condition first arose; otherwise, the Executive is deemed to have accepted the condition(s), or the Company’s correction of such written noticecondition(s), that may have given rise to the termination shall not constitute a termination for existence of Good Reason.
Appears in 2 contracts
Samples: Employment Agreement (Halcon Resources Corp), Employment Agreement (Halcon Resources Corp)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to or within Xxxx Stores, Inc. Inc., or a divisiondivision or business chain (e.g., affiliate Xxxx Dress for Less or dd’s DISCOUNTS), affiliate, or subsidiary of Xxxx Stores, Inc.; the divisiondivision or business chain, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 2 contracts
Samples: Executive Employment Agreement (Ross Stores Inc), Executive Employment Agreement (Ross Stores Inc)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function function, or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-re- assigned to Xxxx Stores, Inc. or a division, affiliate affiliate, or subsidiary of Xxxx Stores, Inc.; the division, affiliate affiliate, or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization reorganization, or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 2 contracts
Samples: Executive Employment Agreement (Ross Stores, Inc.), Executive Employment Agreement (Ross Stores, Inc.)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during The Executive, upon written notice to the Term of EmploymentCompany, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s his employment with the Company immediately (except as otherwise expressly provided herein with respect to the Company’s limited right to cure) for Good Reason. For purposes of this Section 4, “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of means the occurrence of one or more of the following conditions, any of the following conditions have events, which has not been cured: expressly consented to in advance by the Executive in writing:
(i) The requirement that the Executive move his office to a failure by location more than 30 miles from his principal residence;
(ii) A reduction of ten percent or more in the Company to comply with any material provision Executive’s then current annual Base Salary, unless part of this Agreement (including but not limited an institution-wide reduction and proportionate to the reduction in the Base Salary of all other executive officers of the Company;
(iii) The removal of the Executive from participation in any incentive compensation or performance-based compensation plans unless the Company terminates participation in the plan or plans with respect to all other executive officers of the Company;
(iv) The taking of any action by the Bank or Holding Company which would directly or indirectly reduce any material benefit plan or program or deprive the Executive of any such benefit enjoyed by him, unless part of an institution-wide reduction and applied similarly to all other executive officers of the Company;
(v) The assignment to the Executive of duties and responsibilities materially different from those normally associated with his position as referenced in Section 2;
(vi) A material diminution or reduction in the Executive’s salary responsibilities or authority (including reporting responsibilities) in connection with his employment with the target annual bonus opportunity set forth in Section 4(b)); Company;
(iivii) a significant diminishment A material reduction in the nature secretarial or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent administrative support of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or or
(iiiviii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment Breach by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of any provision of this Agreement, as in effect from time to time with the existence Executive, other than a breach justifying termination pursuant to any other provision of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reasonthis subsection 4(c).
Appears in 2 contracts
Samples: Employment Agreement (Horizon Bancorp /In/), Employment Agreement (Horizon Bancorp /In/)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the The Executive may terminate the Executive’s resign from his employment with the Company for “Good Reason,” which but only in accordance with the terms of this Section 2d. “Good Reason” shall be deemed to occur if, within sixty days after receipt of written notice exist with respect to the Company any termination by the Executive of the occurrence of one or more of the following conditions, his employment for any of the following conditions have not been curedreasons: (i) the relocation of the office of the Company at which the Executive is principally based to a location that is more than fifty (50) miles from the location of the Company’s office as of the date of this Agreement provided that such new location is more than fifty (50) miles from the location of the Executive’s primary residence as of the date of this Agreement; (ii) any failure by the Company to comply in all material respects with any material provision term of this Agreement Agreement; (including but not limited iii) the demotion of the Executive to the reduction a lesser position than described in Section 1a hereof or a substantial diminution of the Executive’s salary authority, duties or responsibilities as in effect on the target annual bonus opportunity set forth in Section 4(b))date of this Agreement; or (iiiv) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives; provided, however, that “Good Reason” shall not include a termination of the Executive’s employment may be transferredpursuant to Sections 2b or 2c hereof or, assignedfollowing a Change of Control (as defined in Section 4d below), a reduction in title, position, responsibilities or duties solely by virtue of the Company being acquired and made part of, or re-assigned to Xxxx Storesoperated as a subsidiary or division of, Inc. a larger company or a divisionorganization, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary so long as such new duties and responsibilities are reasonably commensurate with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or experience. The Executive may not resign with Good Reason pursuant to this Section 2d, and shall not be considered to have done so for any purpose of this Agreement, unless (A) the person or title Executive, within sixty (60) days after the initial existence of the person act or failure to whom act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Executive reports may be changedbelieves to constitute “Good Reason” and identifies the particular clause of this Section 2d that the Executive contends is applicable to such act or failure to act; and no (B) the Company, within thirty (30) days after its receipt of such transfernotice, assignment, re-assignment, reorganization fails or change shall constitute refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the Executive’s termination by the Executive of his employment under this Section 6(e)(i); or relationship with the Company, and (iiiC) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of Executive actually resigns from his employment for Good Reason, the Executive must provide written notice to with the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of on or before that date that is six (6) calendar months after the initial existence of the condition, and in the event such condition is cured act or failure to act by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Executive from his employment with the Company shall not be deemed to have been for “Good Reason,” the Executive shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with the Company for “Good Reason,” and the Company shall not be required to pay any amount that would otherwise have been due to the Executive under Section 4a had the Executive resigned with “Good Reason.”
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the The Executive may terminate the Executive’s his employment with the Company hereunder at any time for “Good Reason,” which . For purposes of this Agreement, "Good Reason" shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: mean (iA) a failure by the Company to comply with any material provision of this Agreement including, without limitation, sub-section 13(c) hereof, which has not been cured within ten (including 10) days after notice of such noncompliance has been given by the Executive to the Company, (B) the assignment to the Executive by the Company of duties inconsistent with the Executive's position, authority, duties, responsibilities or status with the Company as in effect immediately after the date of execution of this Agreement including, but not limited to, any reduction whatsoever in such position, authority, duties, responsibilities or status, or a change in the Executive's titles or offices, as then in effect, or any removal of the Executive from, or any failure to reelect the Executive to, any of such positions, except in connection with the termination of his employment on account of his death, disability, or for Cause, (C) any reduction in compensation or benefits without the Executive's prior written consent, (D) the requirement of excessive travel on the part of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); , (iiE) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence Company's principal executive offices or of the condition giving rise Executive's principal place of employment to any location outside the Borough of Manhattan, (F) any other material change in the conditions of employment if the Executive determines in good faith that his customary duties can no longer be performed because of the change, (G) any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of subsection 6(e) hereof or, in the case of a termination allegedly for "Cause", which fails to satisfy the requirements of clauses (i) through (iv) of subsection 6(b) hereof (and for purposes of this Agreement no such purported termination shall be effective), or (H) the occurrence of a "Change in Control" of the Company, as defined in Section 8 of the Option Plan, except that, (i) in determining whether a Change in Control has occurred, the fact that the Board may have previously approved the acquisition of voting securities, or tender or exchange offer for the purchase of the Company's common stock, shall be disregarded and (ii) such event shall only be an event of Good Reason termination within sixty days if a Notice of Termination as a result of such event is given by the initial existence of the condition, and in the event such condition is cured by Executive to the Company within sixty days from its receipt of such written notice, 24 months after the termination shall not constitute a termination for Good Reasonoccurrence thereof.
Appears in 1 contract
Samples: Employment Agreement (Topps Co Inc)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during The Executive, upon written notice to the Term of EmploymentCompany, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s his employment with the Company immediately (except as otherwise expressly provided herein with respect to the Company’s limited right to cure) for Good Reason. For purposes of this Section, “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of means the occurrence of one or more of the following conditions, any of the following conditions have events, which has not been cured: expressly consented to in advance by the Executive in writing:
(i) The requirement that the Executive move his office to a failure by location more than 30 miles from his principal residence;
(ii) A reduction of ten percent or more in the Company to comply with any material provision Executive’s then current annual Base Salary, unless part of this Agreement (including but not limited an institution-wide reduction and proportionate to the reduction in the Base Salary of all other executive officers of the Company;
(iii) The removal of the Executive from participation in any incentive compensation or performance-based compensation plans unless the Company terminates participation in the plan or plans with respect to all other executive officers of the Company;
(iv) The taking of any action by the Bank or Holding Company which would directly or indirectly reduce any material benefit plan or program or deprive the Executive of any such benefit enjoyed by him, unless part of an institution-wide reduction and applied similarly to all other executive officers of the Company;
(v) The assignment to the Executive of duties and responsibilities materially different from those normally associated with his position as referenced in Section 2;
(vi) A material diminution or reduction in the Executive’s salary responsibilities or authority (including reporting responsibilities) in connection with his employment with the target annual bonus opportunity set forth in Section 4(b)); Company;
(iivii) a significant diminishment A material reduction in the nature secretarial or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent administrative support of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or or
(iiiviii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment Breach by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of any provision of this Agreement, as in effect from time to time with the existence Executive, other than a breach justifying termination pursuant to any other provision of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reasonthis subsection 4(c).
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute Executive’s Initials Ross’ Initials distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-re- assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision Exhibit 10.5 of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision Exhibit 10.3 of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function function, or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Ross Stores, Inc. or xx a division, affiliate affiliate, or subsidiary of Xxxx Ross Stores, Inc.; the xhe division, affiliate affiliate, or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization reorganization, or change shall constitute “Good Reason” for the Executive’s termination of _________________ _________________ Executive’s Initials Ross’ Initials employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. The Executive may terminate his employment for Good Reason. For purposes of this Agreement, “Good Reason” means, in the absence of a written consent of the Executive: (i) Termination Not a significant adverse and non-temporary change, diminution or reduction, for any reason, in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with current authority, title, reporting relationship or duties as Chief Executive Officer, excluding for this purpose any action not taken in bad faith and that is remedied by the Company for “Good Reason,” which shall be deemed to occur if, within sixty not more than thirty (30) days after receipt of written notice to the Company thereof given by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, removal from the position of Chief Executive Officer of the Company or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports removal from or failure to be elected to membership on the person Board; (iii) a reduction in the Base Salary; (iv) a material reduction in employee welfare and retirement benefits applicable to the Executive, other than any reduction in employee welfare and retirement benefits generally applicable to Company employees or title of as equally applied to executives in connection with an extraordinary decline in the person Company’s fortunes; (v) a reduction in the indemnification protection provided to whom the Executive reports may be changedherein or within the Company’s organizational documents; and no such transfer(vi) the Board continuing, assignmentafter reasonable notice from Executive, re-assignment, reorganization or change shall constitute “Good Reason” for to direct Executive either: (I) to take any action that in the Executive’s termination good-faith, considered and informed judgment violates any applicable legal or regulatory requirement, or (II) to refrain from taking any action that in the Executive’s good-faith, considered and informed judgment is mandated by any applicable legal or regulatory requirement; (vii) the Board requiring the Executive to relocate outside of employment under this Section 6(e)(ithe New York City metropolitan area (exclusive of incidental travel for or on behalf of the Company); or (iiiviii) a material breach by the relocation Company of this Agreement. If circumstances arise giving the Executive’s Principal Place of Employment as described in Section 3 Executive the right to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment terminate this Agreement for Good Reason, the Executive must provide written notice to shall within 90 days notify the Company in writing of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the conditionsuch circumstances, specifically citing this Section 4(f), and in the event such condition is cured by the Company within sixty shall have 45 days from its receipt of such written noticenotice within which to investigate and remedy the circumstances (“Good Reason Cure Period”), after which 45 days the termination Executive shall not constitute a termination have an additional 45 days within which to exercise the right to terminate for Good Reason. If the Executive does not timely do so the right to terminate for Good Reason shall lapse and be deemed waived, and the Executive shall not thereafter have the right to terminate for Good Reason unless further circumstances occur giving rise independently to a right to terminate for Good Reason under this Section 4(f).
Appears in 1 contract
Samples: Employment Agreement (COMMITTED CAPITAL ACQUISITION Corp)
Termination by the Executive for Good Reason. Executive may terminate his employment and this Agreement for Good Reason. “Good Reason” shall mean the occurrence, without the Executive’s prior written consent, of any one or more of the following: (i) Termination Not any reduction in Connection with Executive’s compensation as set forth in Section 5 hereof; (ii) an adverse change in the Executive’s title, status, authority, duties or responsibilities, provided that, changes in Executive’s title, status, authority, duties and responsibilities necessitated solely by a Change in Control. At any time during the Term of Employmentchange, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)16), in the Executive may terminate Company’s status from a publicly traded company to a subsidiary of a publicly traded company shall not by themselves be considered “adverse” within the Executive’s employment with meaning of this subsection; (iii) the failure by the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt obtain a satisfactory agreement from any successor of written notice to the Company by requiring such successor to assume and agree to perform the Executive of Company’s obligations under this Agreement, as contemplated in Section 21; (iv) the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i)Agreement; or (iiiv) during the relocation period prior to the second anniversary of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles Start Date, without the Executive’s prior written consent: (A) any reduction in the Target Bonus Amount or other limitation on Executive’s annual bonus opportunity pursuant to Section 7, except as specified therein; (A) any reduction in the benefits specified in Section 8, except to the extent that such action is generally applicable to all recipients of such benefits; or (C) the removal, as a general matter, of the Executive’s primary authority to supervise and manage the executive officers of the Company who report directly to the Chief Executive Officer through the general assumption of that authority by the Board, or any committee or individual member of the Board; provided that, any action of the Board, or any committee or individual member of the Board, to seek information directly from, or to request that a project be undertaken at the direction of the Board by, any such executive officer shall not constitute “Good Reason” hereunder; and provided further, that the Executive acknowledges and agrees that neither of the following sets of activities constitutes “Good Reason”: (1) the Company’s internal audit function continuing to report directly to the Audit Committee on an ongoing basis, and (2) certain executive officers and their staffs continuing to have ongoing responsibilities to support the Board and its committees. In order No resignation for Good Reason shall be effective unless the Executive shall, within ninety (90) days of sufficient facts known to the Executive to constitute a termination of employment for Good Reason, the Executive must provide give written notice to the Company Chairman of the existence of Board or its representative setting forth in reasonable detail the condition giving rise to the material facts constituting Good Reason termination within sixty days of and the initial existence of reasonable steps the conditionExecutive believes necessary to cure, and in the event such condition is cured by thereafter the Company within sixty shall have thirty (30) business days from its receipt the date of such written notice, the termination shall not constitute a termination for notice to cure any such occurrence otherwise constituting Good Reason, provided that no such notice and opportunity to cure is required if the Executive has previously given the Company notice and opportunity to cure the same conduct.
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision Exhibit 10.2 of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. The Executive may terminate this agreement immediately based on his reasonable determination that one of the following events has occurred:
(i) Termination Not The Company intentionally and continually breaches or wrongfully fails to fulfill or perform (A) its obligations, promises or covenants under this Agreement; or (B) any warranties, obligations, promises or covenants in Connection with a Change in Control. At any time during the Term of Employment, agreement (other than within this agreement) entered into between the period commencing one month prior to Company and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); without cure;
(ii) a significant diminishment in The Company terminates this Agreement and the nature or scope of Executive's employment hereunder, and such termination does not constitute termination for cause,
(iii) Without the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Company: (A) substantially alters or materially diminishes the position, nature, status, prestige or responsibilities of the Executive or location of the Executive’s employment may be transferred's office then in effect by mutual agreement of the parties; (B) assigns additional duties or responsibilities to the Executive which are inconsistent with the position, assignednature, status, prestige or responsibilities of the Executive then in effect; (C) removes or fails to reappoint or re-assigned elect the Executive to Xxxx Storesthe Executive's offices under this Agreement (as they may be changed or augmented from time-to-time with the consent of the Executive), Inc. or as a divisiondirector of the Company, affiliate except in connection with the Executive's disability; and (D) changed the nature of its business operations;
(iv) The Executive is removed from the Board without his consent; or subsidiary of Xxxx Stores, Inc.; the division, affiliate Company fails to nominate or subsidiary with respect reappoint the Executive to which the Board (unless the Executive is performing services may be reorganizeddeceased or disabled, or such removal or failure is attributable to an event which would constitute termination for cause), or if the Executive is so nominated, the stockholders of the Company fail to re-elect the Executive to the Board;
(v) The Company intentionally requests or causes the Executive to commit or participate in any felony or other serious crime; and/or
(vi) The Company engages in other conduct constituting legal cause for termination.
(vii) The Company files for protection under the Bankruptcy laws of the United States. If the Executive terminates this Agreement pursuant to this Section, the obligations of the Executive and the Executive’s direct reports or Company under this Agreement shall immediately cease. In the person or title event of a termination pursuant to this section, the person to whom Company shall pay the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s a termination of employment under this Section 6(e)(i); or fee in an amount equal to 12 (iiitwelve) the relocation months of the Executive’s Principal Place 's Base Salary (as the term is defined in paragraph 4(a)) at the time of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consenttermination. In order to constitute a termination of employment for Good Reason, All other rights the Executive must provide written notice to has under benefit or stock option plans and programs shall be determined in accordance with the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, terms and in the event such condition is cured by the Company within sixty days from its receipt conditions of such written notice, the termination shall not constitute a termination for Good Reasonplans and programs.
Appears in 1 contract
Samples: Employment Agreement (Gwin Inc)
Termination by the Executive for Good Reason. The Executive may terminate his employment for Good Reason. Good Reason will exist in the event that the Company, without the Executive’s written consent:
(ia) Termination Not institutes a material adverse change in Connection with the Executive’s title or in the duties assigned to the Executive;
(b) requires the Executive to relocate his principal residence to a Change location other than the Twin Cities metropolitan area, except as provided in Control. At Section 1.3.3;
(c) reduces the total amount of the Executive’s Annual Base Salary below $550,000;
(d) reduces the annual EMIP Target Incentive for any time fiscal year during the Term that the EMIP is in effect;
(e) terminates the EMIP during the Term and does not offer the Executive an opportunity to earn the Target Incentive under another executive compensation plan of Employmentthe Company;
(f) reduces the aggregate benefits package described in Sections 2.3 through 2.8 available to the Executive in a manner that is materially and adversely disproportionate in effect to the Executive when compared on a relative basis to the effects of such action on other senior executives of the Company, other than within and such reductions were not supported by the period commencing one month prior Executive;
(g) does not nominate the Executive as a candidate to and ending twelve months following serve on the Board;
(h) enters into a Change in Control (as such term is defined below in Section 8(e)(ii)), 3.4) transaction the result of which is that the Executive may terminate no longer is serving as the chief executive officer of a publicly reporting company;
(i) removes, as a general matter, the Executive’s employment with primary authority to supervise and manage the executive officers of the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice who report directly to the Company Chief Executive Officer through the general assumption of that authority by the Executive Board, or any committee or individual member of the occurrence of one or more Board; provided that, any action of the following conditionsBoard, or any committee or individual member of the Board, to seek information directly from, or to request that a project be undertaken at the direction of the Board by, any of the following conditions have such executive officer shall not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for hereunder; and provided further, that the Executive acknowledges and agrees that neither of the following sets of activities constitutes “Good Reason:” (i) the Company’s internal audit function continuing to report directly to the Audit Committee on an ongoing basis, and (ii) certain executive officers and their staffs continuing to have ongoing responsibilities to support the Board and its committees; or
(j) substantially fails to comply with the provisions of Article II hereof; provided, however, that an unintentional failure to comply or a failure to comply that results from administrative oversight shall not give rise to Good Reason, if such failure is promptly corrected. The Executive shall have Good Reason to terminate his employment if (i) within forty-five (45) days following the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation actual knowledge of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases event which the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Executive determines constitutes Good Reason, the Executive must provide written notice to he notifies the Company of the existence of the condition giving rise to the in writing that he has determined a Good Reason termination within sixty days of exists and specifies the initial existence of the conditionevent creating Good Reason, and in the event such condition is cured by the Company within sixty days from its (ii) following receipt of such written notice, the termination Company fails to remedy such event within forty-five (45) days. If either condition is not met, the Executive shall not constitute have a termination for Good ReasonReason to terminate his employment.
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the The Executive may terminate the Executive’s her employment with the Company under this Agreement at any time for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of Reason by giving written notice to the Company (the “Executive Termination Notice”). For purposes of this Section 8(e), “Good Reason” shall mean: (i) a material breach of this Agreement by the Executive Company that is not cured within thirty (30) days after written notice of the occurrence alleged breach has been given to the Company by the Executive; (ii) the relocation of Executive’s principal place of employment to a location other than the Chicago, Illinois metropolitan area; (iii) a reduction in either Executive’s title as provided in Section 1 hereof or Executive’s Base Salary or other compensation as then currently in effect (i.e., inclusive of any increases subsequent to the execution hereof as provided in Section 3 above); (iv) a change in Executive’s reporting relationship such that Executive is no longer directly reporting to the Board, or the Company’s Chief Executive Officer; (v) a reduction in Executive’s bonus target level to below eighty percent (80%) of Base Salary, that is not cured within thirty (30) days after written notice of the breach has been given by Executive to the Company; or (vi) a material reduction (including all previous reductions during Executive’s employment after the execution of this Agreement, including all previous reductions which are not material when considered separately) in Executive’s duties, responsibilities and/or authority, as measured by any one or more of the following conditionsfollowing: (t) the removal of Executive from, any or material reduction in participation as a member of, the executive management committee of the following conditions have Company (which is not been cured: a Board committee) that is headed by the Company’s Chief Executive Officer and which includes such other executive officers of the Company as may be designated from time to time by the Company’s Chief Executive Officer; (iu) the removal of Executive from her current position, or a material reduction in responsibility or authority for the management of, either or both Gxxxx & Exxxx Management Services, Inc., and/or Gxxxx & Exxxx Global Client Services; (v) the removal of Executive from her current position, or a material reduction in responsibility or authority for the management of, the Company’s Corporate Services Group as it currently exists; (w) a failure material reduction in access to, or ability to provide substantive input with respect to, the customer relationship management team/function for the Company’s strategic, institutional clients which alleged breach is not cured by the Company to comply with any material provision of this Agreement within thirty (including but not limited 30) days after written notice thereof has been given to the reduction of the Company by Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (iix) a significant diminishment in the nature appointment of any other current Company executive or scope of the authority, power, function or duty attached employee to the position which as president (or functional equivalent) of the Executive currently maintains Institutional Investment Group without the express written consent of the Executive; Executive in advance of such appointment – provided, however, that it is expressly understood by Executive that the Executive’s employment may Company intends to hire a new executive to be transferred, assigned, the president (or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title functional equivalent) of the person Company’s Institutional Investment Group which Executive expressly agrees the Company shall be permitted to whom the Executive reports may be changed; and no do without any prior or subsequent approval by Executive, provided that such transfer, assignment, re-assignment, reorganization new executive is not then an employee or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation executive of the Executive’s Principal Place of Employment as described Company (in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reasonwhich event, the Executive must provide written notice to the Company hiring of such new president (or functional equivalent) of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination Company’s Institutional Investment Group shall not constitute a termination for Good ReasonReason hereunder); (y) a material reduction in Executive’s access to, or ability to provide substantive input with respect to, the quality of services provided to the Company’s strategic, global clients by Gxxxx & Exxxx Affiliates, Inc. and/or Gxxxx & Exxxx’ International Alliance Partner which alleged breach is not cured by the Company within thirty (30) days after written notice thereof has been given to the Company by Executive; or (z) a material reduction (including all previous reductions during Executive’s employment after the execution of this Agreement, including all previous reductions which are not material when considered separately) in Executive’s duties, responsibilities and/or authority such that the gross revenues with respect to the business operations of the Company for which the Executive is responsible immediately subsequent to any change in duties or responsibilities is less than 70% of the annual budgeted revenues with respect to the business operations of the Company (as established by the Company in accordance with its standard procedures) which Executive was responsible for immediately prior to such change. In the event of a termination by Executive for Good Reason the Company shall pay to Executive the following: (i) all monies due to Executive which right to payment or reimbursement accrued prior to such termination, and (ii) the Severance Compensation. The Company’s payment of the Severance Compensation upon Executive’s termination for Good Reason is expressly subject to and contingent upon Executive executing and delivering to the Company contemporaneously with Executive’s termination for Good Reason the Release.
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function function, or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Ross Stores, Inc. or xx a division, affiliate affiliate, or subsidiary of Xxxx Ross Stores, Inc.; the xhe division, affiliate affiliate, or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization reorganization, or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. The Executive may terminate his employment under this Agreement at any time for Good Reason by giving written notice to the Company. For purposes of this Section 8(e), “Good Reason” shall mean: (i) Termination Not in Connection with a Change in Control. At any time during the Term material breach of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with this Agreement by the Company for “Good Reason,” which shall be deemed to occur if, that is not cured within sixty thirty (30) days after receipt of written notice of the breach has been given to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment reduction in Executive’s Base Salary as then currently in effect (i.e. inclusive of any increases in the nature or scope of the authority, power, function or duty attached Base Salary as same may have been increased subsequent to the position which execution hereof in accordance with the Executive currently maintains without the express written consent provisions of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i3(a) above); or (iii) a material reduction in Executive’s duties and responsibilities such that the relocation gross revenues with respect to the business operations of the ExecutiveCompany for which the Executive is responsible immediately subsequent to any change in duties or responsibilities is less than 70% of the annual budgeted revenues with respect to the business operations of the Company (as established by the Company in accordance with its standard procedures) which Executive was responsible for immediately prior to such change; or (iv) Executive is required to directly report to any officer or other executive of the Company other than the Company’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consentChief Executive Officer or Chief Operating Officer. In order to constitute the event of a termination of employment by Executive for Good Reason, Executive shall be entitled to receive (i) all monies due to Executive which right to payment or reimbursement accrued prior to such discharge, (ii) Base Salary in accordance with the Company’s customary payroll practices for a period of twelve (12) months following the date of such termination, and (iii) an amount, payable monthly, equal to Executive’s monthly COBRA payments, increased to compensate for any amount withheld by the Company due to federal and state tax withholding requirements until the earlier of (A) twelve months from the termination date or (B) Executive must provide written notice obtains health coverage from another source. The Company’s payment of any amounts to Executive upon Executive’s termination for Good Reason is expressly subject to and contingent upon Executive executing and delivering to the Company at the time of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a Executive’s termination for Good ReasonReason the Company’s then standard form of release.
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the Executive’s Initials Ross’ Initials existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the The Executive may terminate the Executive’s employment with the Company for “Good Reason,” which and such termination will not be a breach of this Agreement by Executive; provided that the cessation of the Executive’s employment at the end of the Term (including any applicable renewal period thereof) following a Notice of Nonrenewal having been provided by the Company to the Executive, or by the Executive to the Company, shall not alone constitute a termination of the Executive’s employment by the Executive with Good Reason. For purposes of this Agreement, Good Reason shall mean the occurrence of one of the events set forth below:
(i) elimination of the Executive’s job position or material reduction in duties, title, authority or responsibilities, including reassignment of the Executive to a position other than Chief Executive Officer of the Company or the assignment to the Executive of duties or responsibilities materially inconsistent with the Executive’s position as Chief Executive Officer of the Company;
(ii) a failure of the Executive to be nominated by the Board for re-election to the Board at each annual shareholders meeting of the Company occurring during the Term;
(iii) a material reduction in the Executive’s Base Salary, or target or maximum amount of the Executive’s annual bonus opportunity (it being understood that a 5% reduction in either Base Salary or the target or maximum amount of Executive’s annual bonus opportunity will be considered material for this purpose);
(iv) a material breach by the Company of this Agreement or any other material agreement between the Executive and the Company; or
(v) a requirement that the Executive relocate to a location outside of a fifty (50) mile radius of the Company’s principal executive office on the Effective Date. Notwithstanding the foregoing, the Executive will not be deemed to occur if, within sixty days after receipt of have terminated for Good Reason unless (A) the Executive provides written notice to the Company by of the existence of one of the conditions described above within ninety (90) days after the Executive has knowledge of the occurrence of one or more initial existence of the following conditionscondition, any (B) the Company fails to remedy the condition so identified within thirty (30) days after receipt of such notice (if capable of correction), (C) the Executive provides a notice of termination to the Company within thirty (30) days of the following conditions have not been cured: (i) a failure by expiration of the Company Company’s period to comply with any material provision of this Agreement (including but not limited to remedy the reduction of condition specifying an effective date for the Executive’s salary or termination, and (D) the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope effective date of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or is within ninety (iii90) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, days after the Executive must provide provides written notice to the Company of the existence of the condition giving rise referred to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reasonclause (A).
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including including, but not limited to to, the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Exhibit 10.56 Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii8(d)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function function, or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate affiliate, or subsidiary of Xxxx Stores, Inc.; the division, affiliate affiliate, or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization reorganization, or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including including, but not limited to to, the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-one- way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. The Executive may terminate his employment hereunder for Good Reason. Only the following shall constitute “Good Reason” for such termination, unless otherwise agreed to in writing by the Executive:
(i) Termination Not Failure of the Company to continue the Executive in Connection with a Change in Control. At any time the position of Chief Executive Officer and President during the Term term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control this Agreement;
(as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (iii) a failure A substantial diminution by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authorityExecutive’s responsibilities, powertitle, function authorities, powers, functions or duty attached to duties from the responsibilities, title, authorities, powers, functions or duties normally exercised by an executive in the position which of Chief Executive Officer and President, or any reassignment of the Executive currently maintains without the express written consent to a place of the Executive; providedbusiness that is more than fifty (50) miles from Woburn, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or Massachusetts;
(iii) Failure of the relocation Executive to continue to serve as a member of the Board and the Holding Company Board, unless such failure to serve is a result of the Executive’s Principal Place of Employment as described in Section 3 decision not to a location that increases the regular onestand for re-way commute distance between election or the Executive’s residence and Principal Place removal from either Board for Cause as defined in Section 5(e) hereof;
(iv) Material breach by the Employer of Employment by Section 4 hereof or of any other provision of this Agreement, which breach continues for more than 25 miles without ten (10) days following written notice given by the Executive to the Employer, such written notice to set forth in reasonable detail the nature of such breach;
(v) An involuntary reduction in the Executive’s prior written consentBase Salary, except for across-the-board reductions similarly affecting all or substantially all management Executives as a result of the financial condition of the Company; or
(vi) The failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement. In order to constitute a termination the event of employment for Good Reasonsuch termination, the Executive must provide written notice shall be entitled to the termination benefits set forth in Section 5(d) above and shall have no further obligation to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the conditionexcept his obligations under Sections 6(a) 6(b), and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reasonor 6 (c).
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Samples: Employment Agreement (Atlantic Coastal Acquisition Corp. II)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision Exhibit 10.1 of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
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Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function function, or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate affiliate, or subsidiary of Xxxx Stores, Inc.; the division, affiliate affiliate, or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization reorganization, or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason. __________ Executive’s Initials Ross’ Initials
(ii) Termination in Connection with a Change in Control. Within the period commencing a month prior to and ending twelve months following a Change in Control, the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any provision of this Agreement (including, but not limited to, the reduction of the Executive’s salary, the target annual bonus opportunity or any other incentive opportunity, in each case, as of immediately prior to the Change in Control); (ii) a change in title, the nature or scope of the authority, power, function, responsibilities, reporting relationships, or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent; (iv) a change in the benefits to which the Executive is entitled to immediately prior to the Change in Control; or (v) the failure of the Company to assign this Agreement to any successor to the Company. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
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Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii8(d)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function function, or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx StoresRoss Stoxxx, Inc. or a division, affiliate affiliate, or subsidiary of Xxxx StoresRoss Stoxxx, Inc.; the division, affiliate affiliate, or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization reorganization, or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
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