Termination for Good Reason Clause Samples
The 'Termination for Good Reason' clause allows an employee to resign and still receive certain contractual benefits if specific adverse changes occur in their employment conditions. Typically, this clause applies when the employer significantly reduces the employee's salary, changes their job duties, or relocates their workplace without consent. Its core function is to protect employees from unfavorable changes imposed by the employer, ensuring they are not forced to remain in a diminished role or lose benefits if they choose to leave for justified reasons.
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Termination for Good Reason. The Executive's termination shall be for Good Reason (as defined below) if the Executive provides written notice to the Company of the Good Reason within ten (10) days of the event constituting Good Reason and provides the Company with a period of ten (10) days to cure the Good Reason and the Company fails to cure the Good Reason within that period. For purposes of this Agreement, "Good Reason" shall mean, without the Executive’s express written consent, the occurrence of any of the following circumstances: (a) The assignment to Executive of any duties inconsistent with Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of Executive’s responsibilities from those in effect upon the date hereof; (b) A reduction by the Company by more than twenty percent (20%) in Executive’s Base Salary as in effect on the date hereof; (c) The failure by the Company, without Executive’s consent, to pay to Executive any portion of Executive’s compensation due hereunder more than twice in any 12 month period except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company; (d) The failure by the Company to continue to provide Executive with benefits or arrangements (including, without limitation, income tax services, car allowances, and other fringe benefits) at least as favorable to those enjoyed by Executive upon the start of employment hereunder, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive upon the start of employment hereunder. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. Upon occurrence of any of the foregoing events which Executive believes constitutes "Good Reason," Executive must notify the Company in writing within ten (10) days and give the Company ten (10) days to cure or correct the alleged action or failure. After the expiration of twenty (20) days, Executive may quit for "Good Reason" by giving written notice within an additional fourteen (14) days.
Termination for Good Reason. The Executive may terminate employment for Good Reason or without Good Reason. “Good Reason” means:
Termination for Good Reason. If the Employment Period terminates as of a date specified under this Paragraph 5, Executive shall be deemed to have automatically resigned, effective immediately upon termination, from any and all positions Executive holds with the Company and any of its subsidiaries and affiliates, with no further action required by Executive or the Company or any of its subsidiaries and affiliates.
Termination for Good Reason. At any time during the Employment Period, the Executive's employment may be terminated by the Executive for, and within 60 days following the occurrence of an event that constitutes, Good Reason (as defined below in this Section 4.5). For purposes of this Agreement, "Good Reason" shall mean any of the following:
Termination for Good Reason. Employee may terminate his employment at any time during the Term for “Good Reason” as of a date at least 30 days after the date a written notice of such termination is delivered by Employee to Employer but within two years after the initial existence of the condition constituting Good Reason, unless the condition constituting Good Reason is fully corrected within 30 days after Employee gives Employer written notice thereof. For purposes of this Agreement, “Good Reason” shall be deemed to exist if, and only if, without Employee’s express written consent:
(i) Employer shall assign to Employee authorities (including officer titles), duties or responsibilities that are inconsistent in any material and adverse respect with Employee’s current authorities, duties or responsibilities with Employer (including any material and adverse diminution of such authorities, duties or responsibilities);
(ii) Employer shall materially reduce the base compensation and benefits package of Employee;
(iii) Employer shall require Employee to relocate his principal business office or his principal place of residence outside the Chicago metropolitan area, or assign to Employee duties that would reasonably require such relocation;
(iv) Employer shall terminate, reduce or limit Employee’s participation in any bonus or incentive arrangement, Benefit Plan or Insurance Plan relative to the level of participation of other senior executives of similar rank, based upon an arbitrary decision of Employer rather than a decision reasonably related to the level of job performance of Employee, provided, however, that such action with respect to Employee’s participation shall only constitute Good Reason under this Agreement if the action results in materially reducing the aggregate value of Employee’s incentive compensation and benefits below their aggregate value as of the date hereof; or
(v) Employer shall materially breach any of the terms of this Agreement. A termination of Employee’s employment for Good Reason shall be effectuated by giving Employer written notice of the termination within sixty (60) days of the event constituting Good Reason, setting forth in reasonable detail the specific conduct of Employer that constitutes Good Reason and the specific provisions of this Agreement on which Employee relies. Notwithstanding anything herein to the contrary, if Employee shall terminate his employment for Good Reason, Employer shall pay to Employee his accrued but unpaid Base Salary (based upo...
Termination for Good Reason. The Employee's employment may be terminated by the Employee for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:
Termination for Good Reason. Employee may terminate this Agreement for "Good Reason" (as hereinafter defined) upon thirty (30) days written notice to the Company. The term "Good Reason" means (i) Employee is not appointed or is removed from the position of Vice President - National Sales without Cause during the term of this Agreement; or (ii) without Employee's consent, a majority of the duties defined in Section 1 hereof are removed from Employee's responsibilities. The term Good Reason does not include a situation where certain of the duties defined in Section 1 hereof are removed from Employee's responsibilities and are replaced with duties which have greater responsibility and/or authority than the duties which are removed. Unless Employee terminates this Agreement within thirty (30) days of learning from any source that the Company has acted so as to provide Good Reason for Employee to terminate this Agreement, and gives thirty (30) days' written notice of such termination, Employee's right to receive severance compensation pursuant to Paragraph 11.4 for such event shall be forever lost.
Termination for Good Reason. Executive shall be entitled to terminate his employment for good reason. Any termination by Executive of his employment under the following circumstances shall be deemed to be for good reason and shall be deemed to be a breach of this Agreement by the Company:
(i) Any material breach of this Agreement by the Company, including but not limited to any attempt by the Company to terminate the employment of Executive for any reason other than as set forth in Paragraph (b) of this paragraph or if, without his express written consent, Executive is assigned duties inconsistent with his positions, duties, responsibilities, or status with the Company and its subsidiaries in effect as of the date of this Agreement, or if his reporting responsibilities, title or offices as in effect immediately prior to the date of this Agreement are changed, or if Executive is removed from or not re-elected to any of such positions, except in connection with the termination of his employment pursuant to Paragraph (b) of this paragraph, or as a result of his death or substantial disability;
(ii) If the Base Salary, in effect as of the date of this Agreement and as the same may be increased from time to time pursuant to this Agreement, is reduced, or if the Company fails to increase the Base Salary in accordance this Agreement;
(iii) If the Company reduces in amount or scope, or fails to continue to provide to Executive or his beneficiaries any or all of the benefits described in this Agreement;
(iv) If the Company's principal executive offices are moved to a location outside the United States, or if the Company requires Executive without his agreement to be based anywhere other than the Company's principal executive offices except for required travel on business of the Company to an extent substantially consistent with his business travel obligations in effect immediately prior to the date of this Agreement; or
(v) If, without the prior written consent of Executive, at any time after the date hereof, any of the following occurs:
(A) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 30% or more of either the then outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company having general voting power in electing the...
Termination for Good Reason. At any time during the term of this Agreement, the Executive may terminate this Agreement for Good Reason (as defined below) by giving the Board of Directors of the Company thirty (30) calendar days written notice of intent to terminate, which notice sets forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination. Upon the expiration of the thirty (30) day notice period, the Good Reason termination shall become effective, and the Company shall pay and provide to the Executive the benefits set forth in this Section 6.6.
Termination for Good Reason. Each notice given pursuant to this Section 6 (other than a notice stating that the Employee's employment by the Company has been automatically terminated as a result of the Employee's Disability) shall state a date, which shall be not fewer than 30 days nor more than 60 days after the date such notice is given, on which the termination of the Employee's employment by the Company is effective. The date so stated in accordance with this Section 6 shall be the "Termination Date". If a Change of Control of the Company shall have occurred before the expiration of the term of this Agreement, any subsequent purported termination by the Company of the Employee's employment by the Company, or any subsequent purported determination by the Company of the Employee's Disability, within two years of such Change of Control shall be ineffective unless that termination or determination shall have been communicated by the Company to the Employee by notice that meets the requirements of the foregoing provisions of this Section 6 and the provisions of Section 9.