Termination for Good Reason by Executive. Subject to the notice and remedy provisions described in Section 14(d) below, at the election of Executive for Good Reason so long as the Separation From Service (as such phrase is defined in Code Section 409A; Treasury Regulations Section 1.409A-1(h)) on account of any such condition occurs not later than sixty (60) days following the expiration of the thirty-day (30-day) remedy period described in Section 14(d) below.
Termination for Good Reason by Executive. Subject to the notice and cure provisions described below, at the election of Executive for Good Reason; provided, however, that any such termination on account of Good Reason shall occur in any event not later than sixty (60) days following the date on which such event is claimed to have occurred by Executive. “Good Reason” shall occur only upon (A) a material diminution in Executive’s authority, duties or responsibility; (B) any other action or inaction that constitutes a material breach by Company of this Agreement; or (C) a material change in Executive’s Employment Base out of which or from which he is required to perform his services under this Agreement (for purposes of this subsection, a material change shall mean Executive’s Employment Base is relocated more than fifty (50) miles outside of the Employment Base without Executive’s prior written consent; “Employment Base” shall mean Orange County, California). Notwithstanding the foregoing, Executive’s right to terminate this Agreement for Good Reason shall be conditioned upon and may in no event be exercised until and unless Executive shall have provided Company written notice within thirty (30) days of the initial existence of any such condition, upon notice of which Company shall thereafter have thirty (30) days within which it may remedy the condition; provided, further, that in no event shall travel (whether same-day, overnight, extended stay or otherwise) for or on behalf of Company or any Affiliate thereof cause or otherwise constitute a material change in Executive’s Employment Base and Executive shall have no right to terminate this Agreement for Good Reason on account of such travel requirements.
Termination for Good Reason by Executive. Subject to the notice and cure provisions described below, Executive may terminate this Agreement for Good Reason so long as the Termination Date relating to such Separation From Service (as such phrase is defined in Internal Revenue Code, as amended (the “Code”) Section 409A; Treas.
Termination for Good Reason by Executive. During the Term, Executive may terminate his employment under this Agreement for “Good Reason.” For purposes of this Agreement, “Good Reason” means any of the occurrences described in (a) through (e) below other than as consented to in writing by Executive, provided, however, that Executive must provide detailed written notice to the Company of such occurrence and his anticipated termination within ninety (90) days after the initial existence of such occurrence and such termination shall not become effective until the occurrence goes uncorrected by the Company for thirty (30) days after receiving detailed written notice from Executive, provided further, that for the avoidance of doubt, if during the thirty (30)-day cure period, the Company and Executive are negotiating in good faith to address the circumstances, Executive’s termination for Good Reason shall not occur unless and until the Company and Executive have ceased good faith negotiations and the occurrence has not been remedied, but in no event may Executive’s termination occur more than one (1) year following the initial existence of the event giving rise to “Good Reason.”
Termination for Good Reason by Executive. By following the procedure set forth in paragraph 4(d), Executive shall have the right to terminate his employment with the Company for “Good Reason” in the event there is: (i) any material diminution in the scope of Executive’s authority and responsibility, including, without limitation, as a result of a reallocation of Executive’s job duties, (provided, however, in the event of any illness or injury which disables Executive from performing his duties, the Company may reassign Executive’s duties to one or more other employees until Executive is able to perform such duties); (ii) a material diminution in Executive’s base compensation (salary, bonus opportunity, benefits or perquisites); (iii) a material change in geographic location at which Executive must perform the services; (iv) Executive is required to report to a supervisor other than the Company’s CEO; or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement. If the employment of Executive is terminated by him for Good Reason prior to a Change of Control and subject to Executive having executed and delivered to the Company a general release in the Company’s customary form, Executive shall be entitled to a lump sum amount equal to two times Base Salary (as set forth in paragraph 3) payable within thirty (30) days after the date of termination. If the employment of Executive is terminated by him for Good Reason upon or after a Change of Control and subject to Executive having executed and delivered to the Company a general release in the Company’s customary form, Executive shall be entitled to a lump sum amount equal to two times Annual Base Salary (as set forth in paragraph 3) plus two times the annual bonus (which annual bonus is assumed to be equal to the Annual Base Salary) payable within thirty (30) days after the date of termination. In addition to the above payments, in the event of a termination of the Executive’s employment by Executive for Good Reason whether before, upon or after a Change of Control and such termination occurs after the end of the Company’s fiscal year but prior to the payment of any annual bonus payable to Executive under the bonus program applicable to such fiscal year, the Company shall pay Executive the annual bonus earned by Executive under such bonus program when bonuses are paid to other recipients under such bonus program, but not later than 2½ months after the end of the calendar year in which the termination occurs. I...
Termination for Good Reason by Executive. If the Employment Period is terminated by Executive for Good Reason pursuant to the provisions of Section 5(c) hereof, Employer will pay to Executive Executive's Base Salary through the date of termination and an amount equal to the sum of the Base Salary multiplied by the number of years (and fractional portions thereof) remaining in the Employment Period (the "Severance Payment"); provided, however, the minimum Severance Payment to be paid to Executive hereunder shall not be less than an amount equal to two-and-one-half years of Executive's Base Salary as in effect at the time this Agreement is terminated as provided herein. Employer shall have no obligation to continue any other benefits provided for in Section 4 past the date of termination.
Termination for Good Reason by Executive. By following the procedure set forth in paragraph 4(d), Executive shall have the right to terminate his employment with the Company for “Good Reason” in the event there is: (i) any material diminution in the scope of Executive’s authority and responsibility, including, without limitation, as a result of a reallocation of Executive’s job duties, (provided, however, that (a) in the event of any illness or injury which disables Executive from performing Executive’s duties, the Company may reassign Executive’s duties to one or more other employees until Executive is able to perform such duties; and (b) to the extent appointed to serve as Chairman of the Board, President or both, no longer serving in any such position or both shall not be a material diminution in the scope of Executive’s authority); (ii) a material diminution in Executive’s base compensation (salary, bonus opportunity, benefits or perquisites); (iii) a material change (greater than 50 miles) in the geographic location of Executive’s principal place of employment that is required by the Board; (iv) a requirement that Executive report to a supervisor other than the Company’s Board; (v) the failure of any acquirer of or successor to the Company to assume the obligations of the Company under this Agreement in connection with a Change in Control; or (vi) any other action or inaction that constitutes a material breach by the Company of this Agreement.
Termination for Good Reason by Executive. The Executive may affect a termination for Good Reason (as defined herein) at any time upon thirty (30) days’ notice to the Board of such intention, provided that such notice is given within ninety (90) days after the event alleged to be the basis for Good Reason occurs. The Good Reason termination shall be effective as of the date set forth in such notice. At the sole discretion of the Board, the Executive’s attendance during the notice period may not be necessary. For purposes of this Agreement, “Good Reason” shall mean (i) a change materially adverse to Executive in the nature or scope of his position, authorities, powers, functions, responsibilities (including reporting responsibilities) or duties continuing for more than ten (10) days after notice thereof from the Executive; (ii) the Company’s material breach of any material provision of this Agreement continuing for more than ten (10) days after notice thereof from the Executive; (iii) the Executive’s primary office location is moved to a location which would result in more than thirty-five (35) miles additional commute for the Executive, other than if the Executive initiated the change in location; or (iv) a Change in Control which means, for purposes of this Agreement, unless the Executive is offered employment by the acquiring company and the terms of such employment would not constitute Good Reason under subsections (i), (ii) or (iii) hereunder, the occurrence of:
Termination for Good Reason by Executive. During the Term, Executive may terminate his employment under this Agreement at any time for “Good Reason.” For purposes of this Agreement, “Good Reason” means any of the following occurrences, provided, however, that Executive must first provide detailed written notice to the Company of such occurrence within sixty (60) days after Executive becomes aware of such occurrence and provided further that “Good Reason” will not exist until the occurrence goes uncorrected by the Company for more than thirty (30) days after receiving detailed written notice from Executive:
Termination for Good Reason by Executive. In the case of Executive terminating his employment under this Agreement, “Good Reason” means, without Executive’s prior written consent, the occurrence of any of the following events following the Effective Date: (A) (i) any diminution in Executive’s title or material diminution in Executive’s authority, duties, responsibilities or reporting lines as President and Chief Executive Officer of the Company (other than temporarily as a result of Executive’s physical or mental incapacity), excluding any such diminution arising by reason of the Company no longer being a public company, or (ii) the assignment to Executive of duties inconsistent with such positions; and provided, that the foregoing shall not be violated by the Board’s good faith actions with regard to acquisitions, dispositions or realignment of the Company’s lines of business; or (B) a material breach by Company of this Agreement including, without limitation, as to location of office, travel or compensation. In order for a termination by Executive to constitute a termination for Good Reason, Executive must notify the Company of the circumstances claimed to constitute Good Reason in writing not later than the sixtieth (60th) day after it has arisen or occurred and must provide the Company with at least thirty (30) days within which to cure such circumstances before terminating employment, and, failing a cure, Executive must terminate his employment within thirty (30) days following the expiration of such cure period.
