Termination of Employment by Executive for Good Reason. The Executive may resign and terminate his employment hereunder for Good Reason (as defined below) by providing a written notice thereof within sixty (60) days from the occurrence of the event that the Executive is deeming Good Reason. For purposes of this Agreement, “Good Reason” shall mean there has occurred, without the express written consent of the Executive:
Termination of Employment by Executive for Good Reason. Executive may terminate his employment hereunder for Good Reason, provided that Executive shall have delivered a Notice of Termination within ninety (90) days after the occurrence of the event of Good Reason giving rise to such termination. For purposes of this Agreement, “Good Reason” shall not mean a termination resulting from non-renewal of this Agreement or the occurrence of any of the events listed in the following subsections of this Section 5(b) if they occurred in connection with the termination of Executive’s employment because of Disability or for Cause. “Good Reason” shall mean the occurrence of one or more of the following circumstances, without Executive’s express written consent, that are not remedied by the Company within thirty (30) days of receipt of Executive’s Notice of Termination except that no 30-day period shall apply if the reason for termination is a Change of Control as provided in Section 5(b)(5):
Termination of Employment by Executive for Good Reason. For purposes of this Agreement, “Good Reason” shall mean, if not cured by the Companies within thirty (30) days from receipt of written notice from Executive, the occurrence of any of the following events, which notice is to be given within thirty (30) days of its occurrence:
Termination of Employment by Executive for Good Reason. Section 7.05 of the Agreement is hereby deleted and replaced in its entirety with the following:
Termination of Employment by Executive for Good Reason. In the event Executive terminates his employment hereunder for Good Reason (as defined below), Executive shall receive in a lump sum payment an amount equal to the sum of (i) his Base Salary, (as such Base Salary would have been adjusted pursuant to Section 4.1 hereof during the remainder of the Term), for a period equal to the greater of (w) the remainder of the Term of this Agreement or (x) two years, and (ii) the product of (y) the average of the bonus compensation paid to Executive with respect to the three years preceding the year in which Executive terminates his employment for a Good Reason, whether or not such years are part of the Term, multiplied by (z) the greater of (A) the number of years (and portions thereof calculated to the nearest tenth) remaining in the term of this Agreement, and (B) two years. The term "
Termination of Employment by Executive for Good Reason. Executive may terminate his employment with Interpublic for Good Reason. In the event of termination by Executive for Good Reason, Interpublic shall pay or provide to Executive all of the compensation, benefits and perquisites specified by Section 7.01 hereof, as if Executive’s employment were terminated by Interpublic without Cause.”
Termination of Employment by Executive for Good Reason. Executive may terminate his employment at any time during the Term of this Agreement for Good Reason by giving the CEO written notice of his intention to do so. This notice must describe, in reasonable detail, the reasons for which Executive believes he has Good Reason to terminate this Agreement. If, during the ensuing 60 days, the Corporation cures the condition cited by Executive, no termination will occur under this section. However, if the Corporation does not cure the condition cited by Executive during this 60-day period, this Agreement will terminate at the end of the 60-day period ("Good Reason Termination Date"). If that termination is, in fact, for Good Reason and if the notice of termination for Good Reason was given after a Change in Control (as defined in Section 5.06[7]) occurs, Section 5.06 will apply. If that termination is, in fact, for Good Reason and if the notice of termination for Good Reason was given before a Change in Control occurs (even if the Good Reason Termination Date occurs after a Change in Control): [1] This Agreement will terminate as of the Good Reason Termination Date;
Termination of Employment by Executive for Good Reason. Executive may terminate his employment hereunder for Good Reason. For purposes of this Agreement, "Good Reason" shall mean (i) a Change in Control (as defined below), (ii) any assignment to Executive of any duties inconsistent with his present duties as Chairman of the Board, President and Chief Executive Officer of the Company or a change in his present position, duties, authority or responsibilities without his express written consent or any other action by the Company which results in a material diminution of the position, duties, authority, or responsibility of Executive, which action is not consented to by Executive, (iii) any removal of Executive from, or any failure to re-elect Executive to, the office of Chairman of the Board, President and Chief Executive Officer of the Company, except with Executive's consent or in connection with termination of Executive's employment for Cause or as a result of his death or disability or by him other than for Good Reason, (iv) a reduction in Executive'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 Executive's other benefits unless, with respect to a reduction of benefits, all members of senior management of the Company are similarly affected, (v) the Company shall materially breach any provision of this Agreement, which breach shall continue unremedied for ten (10) days, (vi) failure of the Company to obtain from any successor the assumption of or the agreement to perform this Agreement (as contemplated in Section 15 hereof), or (vii) any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7.5.
Termination of Employment by Executive for Good Reason. Notwithstanding any other provisions of this Agreement, Executive may terminate his employment immediately, at any time, for any reason on or after a Change in Control as defined below, or for good reason. For purposes of this Agreement, “Good Reason” shall include:
(i) Assignment by Company to Executive of any duties inconsistent in any substantial respect with the position, authority or responsibilities associated with Executive’s position as set forth in this Agreement, but excluding any isolated, insubstantial or inadvertent action not taken in bad faith which was promptly remedied by Company after receipt of notice by Executive;
(ii) Reduction by Company of Executive’s base salary during the Term from that provided in paragraph 4.1 of this Agreement;
(iii) In the event that there is a successor to Company, the failure of Company to obtain an agreement from any such successor that is satisfactory to Executive to perform the obligations of Company under this Agreement;
(iv) Failure of Company to fulfill any of its other obligations to Executive under this Agreement; and
(v) Inability of the Executive to fulfill his duties for health reasons.
Termination of Employment by Executive for Good Reason. Executive may terminate this Agreement and Executive’s employment hereunder for Good Reason according to the terms and subject to the conditions set forth in this Section 11.4. For purposes of this Agreement, “Good Reason” shall be defined to mean any situation or circumstance where, following a Separation Event, Executive (a) is no longer Executive Vice President and General Counsel of Employer or any entity established in connection with such Separation Event, or (b) no longer reports directly to Smulyan with respect to at least one of the following two divisions: (i) Emmis radio division; or (ii) Emmis television division (each, a “Division”; collectively, the “Divisions”), or any entity established in connection with a Separation Event. In such an event: (i) Executive may terminate this Agreement by providing written notice to Employer, which notice shall be effective one hundred twenty (120) days after Employer’s receipt of such notice; and (ii) Executive and Employer shall have no further obligations or liabilities hereunder except as specifically provided in this Section 11.4. If Executive terminates this Agreement for Good Reason, as permitted in this Section 11.4, Executive’s obligations under Sections 9 and 10 shall survive the termination of this Agreement and Employer shall, not later than two (2) weeks after the termination date, pay to Executive, in addition to any other amounts earned by Executive, but unpaid as of the termination date (including any amounts set aside pursuant to the Emmis Stock Compensation Plan), a one-time, lump sum payment equal to the present cash value of all unpaid compensation and Shares payable or owing to Executive for the remainder of the Term pursuant to Section 6 of this Agreement (except the equity incentive compensation set forth in Section 6.3, which compensation shall not be included in the calculation of the lump sum payment). For purposes of calculating the lump sum payment described in the immediately preceding sentence, the annual incentive compensation payable pursuant to Section 6.2 shall be determined to be Two Hundred Twenty-Five Thousand Dollars ($225,000) for each applicable Contract Year or portion thereof remaining in the Term. All amounts paid pursuant to this Section 11.4 shall be subject to withholding for applicable taxes and as otherwise required by law. For purposes of this Agreement, “Separation Event” shall be defined as any event whereby Employer elects to separate or bifurcate its radio...
