Termination of Employment by Employee for Good Reason Sample Clauses

Termination of Employment by Employee for Good Reason a. If the employment of Employee is terminated by Employee for Good Reason, Employee shall be entitled to the Severance Payment and the Continued Benefits. b. Any offer of Comparable Employment following a Change of Control shall remain open for at least fifteen (15) days after such offer is extended to Employee. If Employee does not accept an offer of Comparable Employment following a Change of Control within fifteen (15) days after it is offered, all rights of Employee under this Agreement shall cease. c. If Employee timely accepts an offer of Comparable Employment following a Change of Control and if within two (2) years following the date such offer of Comparable Employment is accepted either (i) the employment of Employee is terminated by Employer without Cause (as such term is described in Section 4 hereof) or (ii) a Material Event occurs and Employee elects to terminate his or her employment with Employer (which will also be considered a termination of employment by Employee for Good Reason for purposes hereof), then Employee shall be entitled to the Severance Payment and the Continued Benefits.
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Termination of Employment by Employee for Good Reason. The EMPLOYEE shall have the right to terminate this Agreement for Good Reason. For purposes of this Agreement, “
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Termination of Employment by Employee for Good Reason. The Employee may terminate his employment and the Term of Employment in the event of “Good Reason.” Termination for Good Reason means a resignation of employment and Separation from Service (as such term is defined for purposes of Internal Revenue Code Section 409A) within six (6) months following the initial existence of one or more of the following conditions arising without the Employee’s written consent: (i) a reduction greater than five (5) percent in the aggregate in the Employee’s base salary or benefits, other than an across-the-board reduction affecting substantially all members of senior management; (ii) a material reduction in the Employee’s duties and significant responsibilities hereunder following the occurrence of a Change of Control, as defined in Section 10(b) hereof (not including reasonable changes in title or in corporate structure); or (iii) a material breach of this Agreement by the Company (which shall include a failure to make payments due hereunder);
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Termination of Employment by Employee for Good Reason. The Employee may terminate his employment and the Term of Employment in the event of "Good Reason." Termination for Good Reason means a resignation of employment and Separation from Service (as such term is defined for purposes of Internal Revenue Code Section 409A and Section 21(c) herein), within six (6) months following the initial existence of one or more of the following conditions arising without the Employee's written consent:
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Termination of Employment by Employee for Good Reason. In the event of termination of Employee’s employment with the Company due to the Company’s termination of Employee without Cause pursuant to Section 9(c) during an Extended Term, due to notice of non-renewal of the Agreement by the Company pursuant to Sections 2 and 9(f), or due to termination by Employee for Good Reason pursuant to Section 9(g) during an Extended Term, the Company will pay Employee (i) severance in the form of continued payments equal to his Salary plus the value of his contractual benefits for a period of one year; and (ii) should Employee elect COBRA, all COBRA premiums on Employee’s behalf for Employee and Employee’s dependants for a period of one year, provided (i) Employee and the Company execute mutual releases satisfactory in form and substance to the Company and the Employee, and (ii) Employee observes the requirements of Sections 12 through 17 of this Agreement. In the event of termination of Employee’s employment with the Company due to the Company’s termination of Employee without Cause pursuant to Section 9(c) during the first two years of the Initial Term, or due to termination by Employee for Good Reason pursuant to Section 9(g) during the first two years of the Initial Term, the Company shall pay Employee severance in the form of continued payments equal to his salary plus the value of all his contractual benefits for a period of three years plus the Company shall pay Employee the COBRA premiums which he would have received under this paragraph, subject to the conditions specified under this paragraph, had he been terminated without Cause during an Extended Term pursuant to Section 9(c). In the event of termination of Employee’s employment with the Company due to the Company’s termination of Employee without Cause pursuant to Section 9(c) during the last three years of the Initial Term, or due to termination by Employee for Good Reason pursuant to Section 9(g) during the last three years of the Initial Term, the Company shall pay Employee severance in the form of continued payments equal to his salary plus the value of all his contractual benefits for the period which he would have received such salary and benefits had he remained employed throughout the remainder of the Initial Term, provided that at a minimum Employee shall receive such payments for a period of one year, plus the Company shall pay Employee the COBRA premiums which he would have received under this paragraph, subject to the conditions specified under this ...
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Termination of Employment by Employee for Good Reason. If the employment of Employee is terminated by Employee for Good Reason within the two-year period immediately following a Change of Control, Employee shall be entitled to the Severance Payment and the Continued Benefits."
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Termination of Employment by Employee for Good Reason. Employee may terminate his employment hereunder for Good Reason (as hereinafter defined). For purposes of this Agreement, "Good Reason" shall mean (i) a Change in Control (as defined below), (ii) a change in his position, duties, authority or responsibilities or any other action by the Company which results in a material diminution of the position, duties, authority, or responsibility of Employee, (iii) a reduction in Employee's Base Salary as in effect on the date of this Agreement or as the same may be increased from time to time, or a reduction in Employee's other benefits unless, with respect to a reduction of benefits, all members of senior management of the Company are similarly affected, (iv) the Company shall materially breach any provision of this Agreement, which breach shall continue unremedied for twenty (20) days, (v) failure of the Company to obtain from any successor the assumption of or the agreement to perform this Agreement (as contemplated in Section 16 hereof), or (vi) any purported termination of Employee's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7.6.
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Termination of Employment by Employee for Good Reason. The Employee may terminate his employment in the event of “Good Reason.” Termination for Good Reason means a resignation of employment and Separation from Service (as such term is defined for purposes of Internal Revenue Code Section 409A) within six (6) months following the initial existence of one or more of the following conditions arising without the Employee’s written consent: (i) a material reduction in the Employee’s base salary or benefits; (ii) a material diminution in the Employee’s duties and significant responsibilities hereunder; or (iii) a material breach of this Agreement by the Company (which shall include a failure to make payments due hereunder);
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Termination of Employment by Employee for Good Reason. The Employee may terminate his employment for Good Reason with sixty (60) days' written notice to the Corporation. As used herein, "Good Reason" means the occurrence of any of the following events without Employee's prior written consent:
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Related to Termination of Employment by Employee for Good Reason

  • Termination by Employee for Good Reason Employee may terminate his employment hereunder for "Good Reason." As used herein, "Good Reason" shall mean the continuance of any of the following after ten (10) days' prior written notice by Employee to the Company, specifying the basis for such Employee's having Good Reason to terminate this Agreement:

  • Termination of Employment by Death The Employee's Employment will terminate automatically at the time of his death. If the Employee's Employment terminates by reason of the Employee's death, the Company will pay to the Person the Employee has designated in a written notice delivered to the Company as his beneficiary entitled to that payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 days after the Termination Date, the amount equal to the sum of (i) the portion of the Base Salary through the end of the month in which the Termination Date occurs which has not yet been paid, (ii) all compensation the Employee has previously deferred (together with any accrued interest or earnings thereon) which has not yet been paid, (iii) any accrued but unpaid vacation pay (if the Employee dies while on Active Status) and (iv) (A) if the Employee dies while on Active Status or during the Part-time Employment Period (other than during the last 12 months of the Part-time Employment Period), an amount equal to the Base Salary being paid for the Compensation Year in which he dies or (B) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a) or 5(e)(i), as applicable.

  • Voluntary Termination of Employment If during the Employment Term, Executive terminates his employment under circumstances other than those specified elsewhere in this Section 8, Executive shall be entitled to the payments and benefits specified in Section 8(a).

  • Termination by Executive for Good Reason The Executive may terminate the Executive’s employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s consent, the following:

  • Termination by Employee without Good Reason Employee may terminate Employee’s employment without Good Reason by providing the Company sixty (60) days’ written notice of such termination. In the event of a termination of employment by Employee under this Section 8(f), Employee shall be entitled only to the Accrued Obligations, and any equity awards or equity-related awards that are not vested as of the date of termination shall be cancelled. In the event of termination of Employee’s employment under this Section 8(f), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing the characterization of such termination as a termination by Employee without Good Reason. Following such termination of Employee’s employment by Employee without Good Reason, except as set forth in this Section 8(f), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

  • Voluntary Termination by Employee Subject to Section 12 hereof, the Employee may voluntarily terminate employment with the Bank during the term of this Agreement, upon at least 90 days' prior written notice to the Board of Directors, in which case the Employee shall receive only his compensation, vested rights and employee benefits up to the date of his termination (unless such termination occurs pursuant to Section 10(d) hereof or within the Protected Period, in Section 12(a) hereof, in which event the benefits and compensation provided for in Sections 10(d) or 12, as applicable, shall apply).

  • Termination of Employment by the Company for Cause (i) Nothing herein shall prevent the Company from terminating Employee’s Employment for Cause (as hereinafter defined). From and after the Date of Termination, Employee shall no longer be entitled to receive Base Salary and Bonus Compensation and the Company shall no longer be required to pay premiums on any life insurance or disability policy for Employee. Any rights and benefits which Employee may have in respect of any other compensation or any employee benefit plans or programs of the Company, whether pursuant to Section 4(c) or otherwise, shall be determined in accordance with the terms of such other compensation arrangements or plans or programs. The term “Cause,” as used herein, shall mean: (A) Employee’s conviction, or plea of guilty or nolo contendere to, a felony; (B) Employee’s engaging in willful misconduct that is economically injurious to the Company (including, but not limited to, a willful violation of Sections 10 or 11 of this Agreement or the embezzlement of funds or misappropriation of other property of the Company or any subsidiary); or (C) Employee shall breach this Agreement in a material manner or engage in fraudulent conduct as regards the Company which results either in personal enrichment to Employee or material injury to the Company. Notwithstanding the foregoing, under no circumstances shall Employee’s refusal or unwillingness to make any of the certifications required of him as Chief Executive Officer of the Company pursuant to Section 302 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or any rules or regulations promulgated thereunder, or any similar requirements of any federal, state, local or foreign governmental authority or agency, or of any national securities exchange or quotation system on which any class or series of the Company’s capital stock is then traded or listed for quotation, constitute or give rise to a basis for termination for “Cause.” (ii) The Company shall provide Employee with Notice of Termination stating that it intends to terminate Employee’s Employment for Cause under this Section 8(c) and specifying the particular act or acts on the basis of which the Board intends to terminate Employee’s Employment. Employee shall then be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board to discuss such act or acts (other than with respect to an action described in Sections 8(c)(i)(A) or (B) above as to which the Board may immediately terminate Employee’s Employment for Cause). Other than with respect to an action described in Sections 8(c)(i)(A) or (B) above, Employee shall be given seven days after his meeting with the Board to take reasonable steps to cease or correct the performance (or nonperformance) giving rise to such Notice of Termination. In the event the Board determines that Employee has failed within such seven-day period to take reasonable steps to cease or correct such performance (or nonperformance), Employee shall be given the opportunity, within 10 days of his receipt of written notice to such effect, to have a meeting with the Board to discuss such determination. Following that meeting, if the Board believes that Employee has failed to take reasonable steps to cease or correct his performance (or nonperformance) as above described, the Board may thereupon terminate the Employment of Employee for Cause.

  • Termination of Employment for Cause If Optionee’s employment with the Bancorp or a subsidiary corporation is terminated for cause, this option shall expire thirty (30) days from the date of such termination. Termination for cause shall include, but not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of a crime involving moral turpitude, and, in any event, the determination of the Board of Directors with respect thereto shall be final and conclusive.

  • By Employee for Good Reason Subject to compliance with the notice and opportunity for cure requirements set forth at the end of this Section 5(c), Employee may terminate [his/her] employment under this Agreement for “Good Reason” if any of the following circumstances occurs during the Retention Period without Employee’s express written consent: (i) a reduction in Employee’s base annual salary from that provided immediately before the Change in Control Date; (ii) a failure by Nordson to make available to Employee compensation plans, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; (iii) a change in the location of Employee’s principal place of employment by more than 50 miles from the location where Employee was principally employed immediately before the Change in Control Date; (iv) a significant increase in the frequency or duration of Employee’s business travel; or (v) a material and adverse change in the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer to whom Employee reports will not, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination for Good Reason based on any particular circumstance described in any of (i) through (v) of this Section 5(c) only if Employee gives notice of that intention (and of the particular circumstance on which the notice is based) not later than 90 days after Employee becomes aware of the existence of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled to terminate for Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that date.

  • Voluntary Termination for Good Reason “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

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