Termination by Xxxxxx for Good Reason. Termination for Good Reason shall mean a termination in accordance with this Section 9 by Xxxxxx. For purposes of this Agreement, a “Good Reason Event” shall mean the occurrence, or failure to cure the occurrence, of any of the following events without Xxxxxx’x express written consent:
Termination by Xxxxxx for Good Reason. During the Term, Xxxxxx may terminate his employment with Company for Good Reason by serving notice of resignation to the company with a description of the circumstances giving rise to the Good Reason. "Good Reason" means one or both of the following events that occurs without Murthy's express written consent during the Term; (i) the relocation of the principal place of Murthy's employment to a location that is more than thirty (30) miles from Cupertino, California; or (ii) a significant decrease in Murthy's responsibilities and duties. If Murthy's employment is terminated per this paragraph 5.5, the Company's liability under this Agreement shall be limited to the Annual Salary payable for the remainder of the Term and any Additional Compensation accrued and owing on the date of such termination.
Termination by Xxxxxx for Good Reason. Xxxxxx may terminate his employment for Good Reason (as hereinafter defined) at any time, by written notice to the Company. As used herein, the term "Good Reason" shall mean any of the following: (a) any material breach by the Company or Employee Group of the terms of this Agreement, including the failure to pay salary or bonus when due (b) any material change by the Company or Employee Group in Xxxxxx'x duties or responsibilities inconsistent with the terms hereof or the assignment to Xxxxxx by the Company or Employee Group of duties or responsibilities inconsistent with Xxxxxx'x position as Chairman, President and Chief Executive Officer of the Company, (c) a relocation of the principal offices of the Company which requires Xxxxxx to relocate his current residence to an area more than seventy-five (75) miles from Hoffman Estates, Illinois, or (d) a Change in Control; provided, that Xxxxxx'x termination right following a Change in Control event may only be exercised during a period commencing thirty (30) days following such Change in Control event and terminating 365 days following such Change in Control event. For purposes of this Agreement, "Change in Control" shall mean:
Termination by Xxxxxx for Good Reason. Xxxxxx may resign for Good Reason on thirty (30) days written notice to Mirant, provided he previously notified Mirant of an action forming the basis for "Good Reason" as set forth below and Mirant failed to cure such action within thirty (30) days of receiving such notice. In the event of a termination pursuant to this subsection, Xxxxxx will be entitled to the Separation Payment set forth in paragraph 5(c) above, subject to the terms set forth in paragraph 5(c) above. However, due to the extent that Executive terminates his employment with Mirant for "Good Reason" under the terms of the Change of Control Agreement between him and Mirant, then any benefits pursuant to this subsection will be offset against benefits in the Change of Control Agreement so that Executive will not be entitled to payments under both Agreements for a "Good Reason" termination. For purposes of this Agreement, "Good Reason" shall exist if Mirant, without Xxxxxx'x written consent, (A) takes any action which is inconsistent with, or results in the reduction of, Xxxxxx'x then current title, duties or responsibilities, (B) requires Xxxxxx to report to any person other than the Chief Executive Officer, (C) reduces Xxxxxx'x then current base salary, (D) reduces the benefits to which Xxxxxx is entitled on the Effective Date, unless a similar reduction is made for other executive employees, (E) commits a breach of this Agreement which is not remedied by Mirant within thirty (30) days of receiving written notice by Xxxxxx of such breach, or (F) requires Xxxxxx to relocate more than fifty (50) miles from the location of Mirant's offices on the Effective Date.
Termination by Xxxxxx for Good Reason. If, during the Engagement Period, the Company shall terminate Xxxxxx'x consulting engagement other than for death or Disability, or Xxxxxx shall terminate his consulting engagement for Good Reason, then in consideration of Xxxxxx'x services rendered prior to such termination and of Xxxxxx'x covenants contained in Section 9 hereof: (i) the Company shall pay to Xxxxxx in a lump sum in cash within 30 days after the Date of Termination the sum of (1) Xxxxxx'x Compensation through the Date of Termination to the extent not theretofore paid, and (2) any compensation previously deferred by Xxxxxx (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the "Accrued Obligations"); and 3
Termination by Xxxxxx for Good Reason. Xxxxxx may terminate his employment for Good Reason (as hereinafter defined) at any time, by written notice to the Company. As used herein, the term "Good Reason" shall mean any of the following: (a) any material breach by the Company of the terms of this Agreement, (b) any material change by the Company in Xxxxxx'x duties or responsibilities inconsistent with the terms hereof or the assignment to Xxxxxx by the Company of duties or responsibilities inconsistent with Xxxxxx'x position as President and Chief Executive Officer of the Company, (c) a relocation of the principal offices of the Company which requires Xxxxxx to relocate his current residence to an area outside of the greater Chicago metropolitan area, or (d) a Change of Control; provided, that clause (d) above shall be effective only from and after the date of the consummation of an initial public offering by the Company, and that Xxxxxx'x termination right following a Change of Control event may only be exercised during a period commencing thirty (30) days following such Change of Control event and terminating ninety (90) days following such Change of Control event. For purposes of this Agreement, "Change of Control" shall mean:
Termination by Xxxxxx for Good Reason. Xxxxxx may terminate his --------------------------------------- employment for good reason within twelve months following a Change of Control by giving the Company at least ten days prior written notice of such termination. For purposes of this Agreement, good reason shall mean, without Xxxxxx express written consent, that, following a Change of Control, (i) Xxxxxx is required to relocate, (ii) Xxxxxx is assigned a diminished position or diminished responsibilities with the Company, or (iii) Xxxxxx annual base salary, bonus or benefits, as the same may be contractually adjusted from time to time, are reduced in any manner other than as provided for in Section 3.02 in this Agreement.
Termination by Xxxxxx for Good Reason. Xxxxxx may terminate this Agreement immediately based on the reasonable determination that one of the following events has occurred:
(i) 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 any agreement (other than this Agreement) entered into between the Company and Xxxxxx, without cure, if any, as provided in such agreement;
(ii) Company terminates this Agreement and Xxxxxx’x engagement hereunder, and such termination does not constitute termination for cause;
(iii) Without the consent of Xxxxxx, the Company: (a) substantially alters or materially diminishes the position, nature, status, prestige or responsibilities of Xxxxxx from those in effect by mutual agreement of the parties from time-to-time; (b) assigns additional duties or responsibilities to Xxxxxx which are wholly and clearly inconsistent with the position, nature, status, prestige or responsibilities of Xxxxxx then in effect; or (c) removes or fails to reappoint or re-elect Xxxxxx to Xxxxxx’x offices under this Agreement (as they may be changed or augmented from time-to-time with the consent of Xxxxxx), or as a director of the Company, except in connection with Xxxxxx’x disability or consent;
(iv) Without the ratification of Xxxxxx is removed from Company without his consent; or Company fails to nominate or reappoint Xxxxxx to (unless Xxxxxx is deceased or disabled, or such removal or failure is attributable to an event which would constitute termination for cause)
(v) Company intentionally requires Xxxxxx 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. If Xxxxxx terminates this Agreement for good reason, the obligations of Xxxxxx and the Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, Xxxxxx shall be entitled to receive any accrued and unpaid amounts earned pursuant to Sections 3, 4, 5, and 9. All other rights Xxxxxx has under any benefit or stock option plans and programs shall be determined in accordance with the terms and conditions of such plans and programs.
Termination by Xxxxxx for Good Reason. Upon thirty (30) days written notice from Xxxxxx, Xxxxxx’x employment under this Agreement may be terminated by Xxxxxx for Good Reason (as defined below). For purposes of this Agreement, “Good Reason” shall mean that that Xxxxxx has complied with the Good Reason Process (as defined below) following the occurrence of any of the following events:
Termination by Xxxxxx for Good Reason
