Termination of Employment by the Executive for Good Reason. Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 5 if any of the following have occurred without the Executive’s written consent (“Good Reason”):
(a) any material diminution in the Executive’s title, authorities, duties or responsibilities (including without limitation the assignment of duties inconsistent with his position, or a significant adverse alteration of the nature or status of his responsibilities, or a significant adverse alteration of the conditions of his employment);
(b) any material diminution in the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, or any or significant adverse change of the supervisor to whom the Executive is required to report (including assignment to a new supervisor which results in a material adverse alteration of the nature or conditions of Executive’s employment);
(c) after there has occurred a Change in Control, any of the following has occurred: (i) a duplication with other Company personnel of the Executive’s title, authorities, duties or responsibilities; (ii) a significant adverse alteration of the budget over which the Executive retains authority; or (iii) a duplication with other Company personnel of the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report;
(d) any material reduction of the Executive’s Annual Salary;
(e) the Company’s material breach of this Agreement;
(f) if, as of the Effective Date, the Company’s corporate headquarters are located in Orlando, Florida, a requirement by the Company that Executive’s work location be moved more than fifty (50) miles from the Company’s principal place of business in Orlando, Florida, provided, however, that if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are moved to the Washington, D.C. metro area, then a requirement by the Company made prior to the first anniversary of the Effective Date that Executive’s work location be moved to the Washington, D.C. metro area shall not constitute Good Reason; or
(g) if prior to the first anniversary of the Effective Date the Company’s corporate headquarters are located in the Washington, D.C. metro area, a requirement by the Company that Executive’s work location be moved more than fifty (50) miles from the Company’s ...
Termination of Employment by the Executive for Good Reason. The Executive may terminate his employment for Good Reason, but only if:
(1) the Executive notifies the Board during the 60-day period following the date of the first occurrence of an event which constitutes Good Reason (the "Good Reason Event Date") of his intention to terminate his employment for Good Reason;
(2) the Executive terminates his employment for Good Reason during the 120-day period following the Good Reason Event Date;
(3) the termination of employment for Good Reason does not occur during a Determination Period described in Section 12(c)(2) above; and
(4) the Good Reason first occurs before or after a Determination Period, or, if the Good Reason first occurs during a Determination Period, such event constituting Good Reason continues to occur after the Determination Period. Upon a termination by the Executive of his employment for Good Reason, the Executive shall be entitled to the same payments and benefits as provided in Section 12(d) above; provided, however, that if the Executive terminates his employment for Good Reason based on a reduction in Base Salary under Section 1(k)(2) above, then the Base Salary to be used in determining the Salary Continuation Benefits in accordance with Section 12(d)(3) above shall be the Base Salary in effect immediately prior to such reduction.
Termination of Employment by the Executive for Good Reason. (a) The Executive may terminate his or her employment for Good Reason. 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 Sections 5, 6, or 12; 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 above and, for purposes of this Agreement, no such purported termination shall be effective; or
(iii) Failure to elect or reelect or otherwise to maintain the Executive to the office or the position (or a substantially equivalent office or position) in the Company that the Executive held immediately prior to a change in control, or the removal of the Executive as a Director of the Company (or any successor thereto) if the Executive shall have been a Director of the Company immediately prior to the change in control; or
(iv) An adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the change in control, (including but not limited to assignment by the Company to the Executive of duties inconsistent with his or her current positions, duties, responsibilities, and status with the Company or a change of his or her reporting responsibilities, titles, or offices currently in effect) without the prior written consent of the Executive, which is not remedied within 10 calendar days after receipt by the Company of written notice from the Executive of such change; or
(v) A determination by the Executive made in good faith that as a result of a change in control and a change in circumstances thereafter significantly affecting his or her position, including without limitation a change in the scope of the business or other activities for which he or she was responsible immediately prior to a change in control, he or she has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the change in control, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; or
(vi) The Company shall relocate its principal exec...
Termination of Employment by the Executive for Good Reason. The Executive may terminate his employment for Good Reason during the Term upon at least 30 days’ prior written notice to the Company which specifically identifies the basis for such Good Reason. The Company shall have 30 days to remedy the condition and not be required to pay any amount of severance hereunder. The Executive’s employment shall terminate upon the date specified in his notice of termination. If the Company disputes the existence of Good Reason, the issue of whether Good Reason exists shall promptly be submitted to arbitration in accordance with Section 13. If the arbitrator or arbitrators conclude that Good Reason does not exist, the Executive shall be treated as having terminated his employment hereunder without Good Reason on the date specified in his notice of termination. Upon the termination of the Executive’s employment by the Executive for Good Reason, the Executive shall be entitled to the same payments and benefits as provided in the second sentence of Section 3(b) above; provided, however, that if the Executive terminates his employment for Good Reason based on a material reduction in his annual base salary, then the annual base salary to be used in determining the salary payments in accordance with Section 3(b)(2) above shall be the annual base salary in effect immediately prior to such reduction.
Termination of Employment by the Executive for Good Reason. The Executive may terminate his employment for Good Reason during the Term upon at least 30 days’ prior written notice to the Company which specifically identifies the basis for such Good Reason. The Company shall have 30 days to remedy the condition that the Executive asserts constitutes Good Reason. If the condition described in the Executive’s notice is timely cured by the Company to the satisfaction of the Executive, the Executive’s notice shall become null and void and the Executive’s employment shall not terminate. If the condition is not timely cured to the satisfaction of the Executive, the Executive’s employment shall terminate with Good Reason effective as of the later of the last day of the 30 day cure period or the date specified in the Executive’s notice and the Executive shall be entitled to receive the benefits described in this Section 3(c). If following the Executive’s termination of employment the Company disputes the existence of Good Reason, the issue of whether Good Reason exists shall promptly be submitted to arbitration in accordance with Section 13. If the arbitrator or arbitrators conclude that Good Reason did not exist, the Executive shall be treated as having terminated his employment hereunder without Good Reason and the Executive shall be entitled to receive the benefits described in Section 3(d) and must promptly pay to the Company any benefits that the Executive received under this Section 3(c) that exceed the benefits payable under Section 3(d). If the arbitrator or arbitrators conclude that Good Reason did exist, the Executive shall be treated as having terminated his employment hereunder with Good Reason and the Executive shall be entitled to receive the benefits described in this Section 3(c). Upon the termination of the Executive’s employment by the Executive for Good Reason, the Executive shall be entitled to the same payments and benefits as provided in the second sentence of Section 3(b) above, i.e., as if the Company terminated the Executive’s employment without Cause within one year after a Change in Control; provided, however, that if the Executive terminates his employment for Good Reason based on a material reduction in his annual base salary, then the annual base salary to be used in determining the salary payments in accordance with Section 3(b)(2) above shall be the annual base salary in effect immediately prior to such reduction.
Termination of Employment by the Executive for Good Reason. The Executive may terminate his employment for Good Reason, provided that the Termination Date occurs during the 2-year period immediately following the date that the events or actions constituting Good Reason first become known to the Executive. Upon a termination by the Executive of his employment for Good Reason, the Term of Employment shall end as of the date of the termination of the Executive’s employment for Good Reason and the Executive shall be entitled to the same payments and benefits as provided in Section 11(d) above. In no event shall a termination of the Executive’s employment for Good Reason occur unless the Executive gives written notice to the Company in accordance with Section 27 below stating with specificity the events or actions that constitute Good Reason (a “Good Reason Notice”). In addition, the Executive shall provide the Good Reason Notice to the Company during the 90-day period immediately following the date that the events or actions constituting Good Reason first become known to the Executive. The Executive shall provide the Company with an opportunity to cure (if curable) the events or actions constituting Good Reason within a reasonable period of time, but at least 30 days from the date the Company receives the Good Reason Notice.
Termination of Employment by the Executive for Good Reason. Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 6 if any of the following have occurred without the Executive’s written consent (“Good Reason”):
(a) any material diminution in the Executive’s title, authorities, duties or responsibilities (including without limitation the assignment of duties inconsistent with his position, the imposition of a requirement that the Executive report directly to any person other than the Chief Executive Officer or the President, a significant adverse alteration of the nature or status of his responsibilities, or a significant adverse alteration of the conditions of his employment);
(b) after there has occurred a Change in Control, any of the following has occurred: (i) a duplication with other Company personnel of the Executive’s title, authorities, duties or responsibilities; or (ii) a duplication with other Company personnel of the title, authority, duties, or responsibilities of the supervisor to whom the Executive is required to report;
(c) any material reduction of the Executive’s Annual Salary;
(d) the Company’s material breach of this Agreement; or
(e) a determination by the Company to relocate its corporate headquarters to a new location that is more than fifty (50) miles from the current address of the Company’s corporate headquarters in Scottsdale, Arizona. Notwithstanding the forgoing, the Executive shall not be deemed to have terminated this Agreement for Good Reason unless: (y) the Executive terminates this Agreement no later than six (6) months following the initial existence of the above referenced event or condition which is the basis for such termination (it being understood that each instance of any such event shall constitute a separate basis for such termination and a separate event or condition occurring on the date of such instance for purposes of calculating the six- (6)-month period); and (z) the Executive provides to the Company a written notice of the existence of the above referenced event or condition which is the basis for the termination within sixty (60) days following the initial existence of such event or condition, and the Company fails to remedy such event or condition within 30 days following the receipt of such notice. This Agreement shall otherwise terminate upon such termination of employment and the Executive shall have no further rig...
Termination of Employment by the Executive for Good Reason. (1) The Executive may terminate his employment for Good Reason. For purposes of this Agreement, Good Reason will exist if any one or more of the following occur:
(a) Failure by the Company to honor any of its obligations under Sections III.B.2. (assignment of duties, responsibilities, etc., election to positions), III.C. (place of employment), III.D. (compensation), III.E. (benefit plans), VI (security) or VIII.A. (successors); or
(b) 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 IV.A. above and, for purposes of this Agreement, no such purported termination shall be effective; or
(c) The issuance by or on behalf of the Company, on or after a change in control of the Company (as defined in Section VI hereof), of a Notice of Termination described in the third sentence of Section IV.A.(1) hereof which specifies that such Notice of Termination is given for the purpose of terminating this Agreement and which does not serve to terminate the Executive's employment with the Company substantially concurrently therewith; or
(d) Voluntary resignation by the Executive at any time during the ninety-day period commencing on the first anniversary of a change in control of the Company (as defined in Section VI hereof).
Termination of Employment by the Executive for Good Reason. The Executive may terminate his employment for Good Reason at the end of the 10-day period following the date that the Executive notifies the Company in writing in accordance with Section 23 below that he intends to terminate his employment for Good Reason (the "Notification Date"), such notice to state in detail the particular event that constitutes Good Reason. The Company shall have reasonable opportunity to cure the event constituting Good Reason; provided, however, that if the Company has not cured such event to the reasonable satisfaction of Executive (and the Executive has not waived the Company's failure to cure) during the 10-day period following the Notification Date (the "Curing Period"), the Executive may terminate his employment following the end of the Curing Period; provided, however, that the Executive may not terminate his employment for Good Reason after the end of the 30-day period following the date the event constituting Good Reason first occurs. Upon a termination by the Executive of his employment for Good Reason, the Executive shall be entitled to the same payments and benefits as provided in Section 11(d) above.
Termination of Employment by the Executive for Good Reason. The Executive may terminate his employment for Good Reason. Upon a termination by the Executive of his employment for Good Reason, the Executive shall be entitled to the same payments and benefits as provided in Section 11(d) above. In no event shall a termination of the Executive's employment for Good Reason occur unless and until the Executive provides the Company, within sixty (60) calendar days of becoming aware of the facts and circumstances underlying the finding of Good Reason, with written notice thereof in accordance with Section 24 below stating with specificity the facts and circumstances underlying the finding of Good Reason and, if the basis for such finding of Good Reason is capable of being cured by the Company, providing the Company with an opportunity to cure the same within thirty (30) calendar days after receipt of such notice in accordance with Section 24 below.
