Termination of Employment by the Executive. During the Term, the Executive may terminate employment with the Company with or without Good Reason (as defined below) by delivering to the Company, not less than thirty (30) days prior to the Termination Date, a written notice of termination; provided, that, if such termination of employment is by the Executive with Good Reason, such notice shall state in reasonable detail the facts and circumstances that constitute Good Reason. This provision does not change the at-will nature of Executive's employment, and the Company may end Executive's employment, pursuant to Executive's notice, prior to the expiration of the thirty (30) days' notice.
Termination of Employment by the Executive. A. Notwithstanding the provisions of Section 2 of this Agreement, the Executive may terminate this Agreement at any time by giving the Board of Directors written notice of his intent to terminate, delivered at least sixty (60) days prior to the effective date of such termination. Upon expiration of the sixty (60) day notice period (or such earlier date as may be approved by the Board of Directors), the termination by the Executive shall become effective.
B. The Executive shall be considered Constructively Discharged if he resigns from his employment as a result of experiencing a material reduction in duties or compensation or having been relocated to an office more than 50 miles from the Executive's then-current office (other than a relocation of the Executive's office prior to a Change of Control to a production plant or office location of the Company that exists as a production plant or office location of the Company as of the date of this Agreement), provided that the Company is given notice of such resignation within thirty (30) days of such material reduction or relocation. In the case of termination of the employment of the Executive pursuant to a Constructive Discharge other than within six (6) months of a Change of Control, for a period equal to the greater of one (1) year and the remainder of the Employment Period, the Company shall pay the Executive his base salary at the rate and in the manner required by Section 3 and in effect immediately prior to the date of termination and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to the date of termination (at the same cost to the Executive as the cost of such benefits to an employee of the Company). Except as provided in this Subsection B. and in Sections 15 and 16 of this Agreement, following the Constructive Discharge of the Executive other than within six (6) months of a Change of Control, the Company and the Executive shall have no further obligations under this Agreement.
C. Upon the effective date of a Termination of Employment by the Executive other than pursuant to a Constructive Discharge, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Sections 3, 4 and 5 of this Agreement, he would otherwise ha...
Termination of Employment by the Executive. (a) The Executive may terminate his employment for Good Reason and receive the payments and benefits specified in Section 4.4 (a)(iii)(B)). For purposes of this Agreement, “Good Reason” will exist if any one or more of the following occur:
(i) Failure by the Company to honor any of its obligations under this Agreement, including, without limitation, its obligations under Sections 1 and 3.4 (Employment Capacity and Duties), Section 3.5 (Executive Performance Covenants), Sections 3.1, 3.2, 3.3 (Compensation), Section 3.7 (Reimbursement of Expenses). Sections 3.6 and 3.8 (Employee Benefits, Vacations), Section 11 (Indemnification) and Section 12.3 (Successors and Assigns); or
(ii) Any purported termination by the Company of the Executive’s employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4.3 above and, for purposes of this Agreement, no such purported termination shall be effective.
(iii) (A) If there is a Change in Control of the Company (as defined below) and the employment of the Executive is concurrently or subsequently terminated (i) by the Company without Cause, (ii) by service of a Notice of Termination or (iii) by the resignation of the Employee because he has reasonably determined in good faith that his titles, authorities, responsibilities, salary, bonus opportunities or benefits have been materially diminished, or that a material adverse change in his working conditions has occurred or the Company has breached this Agreement, then Executive shall be entitled to the “Benefits” described in (B). For the purpose of this Agreement, a Change in Control of the Company has occurred when: (x) any person (defined for the purposes of this Section to mean any person within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, or an employee benefit plan established by the Board of Directors of the Company, acquires, directly or indirectly, the beneficial ownership (determined under Rule 13d-3 of the regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by the Company having twenty percent (20%) or more of the voting power of all of the voting securities issued by the Company in the election of directors at the meeting of the holders of voting securities to be held for such purpose; or (y) a majority of the directors elected at any meeting of the holders of voting securi...
Termination of Employment by the Executive. (1) The Executive may terminate his employment for Good Reason and receive the payments and benefits specified in Section 10(f) in the same manner as if the Company had terminated his employment. For purposes of this Agreement, "GOOD REASON" will exist if any one or more of the following occur:
Termination of Employment by the Executive. The Executive may terminate employment hereunder without “Good Reason” by delivering to the Company, not less than thirty (30) days prior to the Termination Date, a written notice of termination. The Executive may terminate employment hereunder for “Good Reason” by delivering to the Company not less than thirty (30) days prior to the Termination Date, a written notice of termination setting forth in reasonable detail the facts and circumstances which constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the following reasons: (i) the assignment to the Executive of any duties materially inconsistent with the Executive's positions, material duties, authority, responsibilities or reporting requirements with the Company; (ii) a reduction in or a material delay in payment of the Executive's total cash compensation; (iii) the Company requires the Executive to be based outside of the United States, other than on travel reasonably required to carry out the Executive's duties to the Company; or (iv) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within fifteen (15) days after a Change in Control (as defined below). The Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within thirty (30) days after the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company's thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Executive.
Termination of Employment by the Executive. The Executive may voluntarily terminate his employment during the Term of Employment (other than for death or Disability) by giving at least 30 days prior written notice to the Company in accordance with Section 20 below. The Executive’s employment shall terminate upon the date specified in his notice of termination. Thereafter, the Executive shall thereupon be entitled to the same payments and benefits as provided in Section 6(c) above. All unexercised or unvested options shall be subject to the terms and conditions of their grant and the Plan.
Termination of Employment by the Executive. Notwithstanding the provisions of Section 2 of this Agreement, the Executive may terminate this Agreement at any time by giving the Board of Directors written notice of his intent to terminate, delivered at least sixty (60) days prior to the effective date of such termination. Upon expiration of the sixty (60) day notice period (or such earlier date as may be approved by the Board of Directors), the termination by the Executive shall become effective. Upon the effective date of such termination, the Company's obligations under Sections 3, 4 and 5 of this Agreement shall immediately expire, except to the extent that the benefits described in Section 5 have vested and continue after termination under the terms of the benefit plans and programs that generally apply to executive employees serving in similar capacities with the Company.
Termination of Employment by the Executive. 18.1 The Executive shall have the right to terminate his employment at any time for Good Reason by immediate notice if, following submission of the written notice by the Executive to the Company detailing the events alleged to constitute Good Reason in accordance with this Clause, the Company shall have failed to cure such events within the 30 day period following submission of such notice. For purposes of this Agreement, “Good Reason” shall mean (i) a reduction in the Executive’s annual base salary or annual bonus opportunity, or the failure to pay or provide the same when due, (ii) a material diminution in the Executive’s duties, authority, responsibilities or title, or the assignment to the Executive of duties or responsibilities which are materially inconsistent with his positions, (iii) the removal of the Executive from the position described in Clause 3; (iv) the Company’s requiring the Executive to be based at any office or location more than fifty (50) miles from the Executive’s office as of the date hereof; or (v) any other fundamental breach of this Agreement; provided, however, that no such event(s) shall constitute “Good Reason” unless the Company shall have failed to cure such event(s) within 30 days after receipt by the Company from the Executive of written notice describing in detail such event(s).
Termination of Employment by the Executive. 17.1 The Executive shall have the right to terminate his employment at any time for Good Reason by immediate notice if, following submission of the written notice by the Executive to the Company detailing the events alleged to constitute Good Reason in accordance with this Clause, the Company shall have failed to cure such events within the 30 day period following submission of such notice. For purposes of this Agreement, “Good Reason” shall mean (i) a reduction in the Executive’s annual base salary or annual bonus opportunity, or the failure to pay or provide the same when due, (ii) a material diminution in the Executive’s duties, authority, responsibilities or title, or the assignment to the Executive of duties or responsibilities which are materially inconsistent with his positions, (iii) the removal of the Executive from the position described in Clause 2, (iv) a material change in reporting line (the appointment of a senior executive between the Executive and the CEO would not be considered a material change), (v) the Company’s requiring the Executive to be based at any office or location more than fifty (50) miles from the Executive’s office as of the date hereof or (vi) any other fundamental breach of this Agreement; provided, however, that no such event(s) shall constitute “Good Reason” unless the Company shall have failed to cure such event(s) within 30 days after receipt by the Company from the Executive of written notice describing in detail such event(s).
Termination of Employment by the Executive for Good Reason after a Change in Control or by the Company Without Cause: Non-renewal of Agreement. In the event; (i) the Executive terminates his employment for Good Reason pursuant to Section 11 hereof; or, (ii) the Company terminates the Executive's employment other than for Cause or due to a disability pursuant to Section 9 hereof; or,
