Termination with Good Reason. Executive may terminate this Agreement for Good Reason, and thereby resign his employment, after providing thirty (30) days’ written notice to the Company of the act(s) or omission(s) constituting Good Reason (which notice must be given within ninety (90) days after the occurrence of such act(s) or omission(s) and describe the act(s) or omission(s) in reasonable detail) if such act(s) or omission(s) is/are not cured by the Company within thirty (30) days after Executive provides such written notice. For purposes hereof, “Good Reason” means any of the following reasons that occurs without Executive’s written consent:
Termination with Good Reason. If the Company:
(i) requires Employee to relocate his home, without Employee's consent, to a location which is more than 75 miles from 000 Xxxx Xxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000; or
(ii) fails to provide Employee with the compensation and benefits called for by this Agreement; or
(iii) assigns Employee to a lower organizational level than the level at which he is on the date of this Agreement assigned, or substantially diminishes Employee's assignment, duties, responsibilities, or operating authority from those specified in Section 1 ("Duties"); or
(iv) fails to implement an incentive compensation plan required by Section 3(b) ("Compensation-Incentive Compensation"); or
(v) fails to implement an equity plan or arrangement required by Section 4(b) ("Fringe Benefits-Equity Plan"); or
(vi) is divested, by sale, closure, liquidation, foreclosure, or other means, of any substantial part of its assets or business as now held or conducted; or
(vii) breaches this Agreement and such breach continues for a period of thirty (30) days after written notice thereof given by Employee to the Company, then any one or more of such circumstances shall constitute "Good Reason", and, subject to the provisions of Section 10 ("Means and Effect of Termination"), Employee shall have the right to terminate this Agreement and his employment hereunder for Good Reason, if, thirty (30) days after the effective date of Employee's notice to the Company of such circumstances constituting Good Reason, such circumstances continue to exist, and for all purposes of this Agreement any such termination of this Agreement by Employee shall have the same effects under this Agreement as the termination of the Employee's employment under this Agreement by Company without "cause."
Termination with Good Reason. Executive may terminate the Period of Employment and resign from employment hereunder for "Good Reason." "Good Reason" shall mean (with or without regard to whether a Change in Control Event has occurred), without obtaining Executive's prior written consent thereto:
Termination with Good Reason. Executive may terminate the employment relationship between Executive and the Company with “Good Reason” for doing so by following the process provided below in this Section. For such purpose, “Good Reason” means:
Termination with Good Reason. If the Employee terminates his employment with the Company before the Payment Date for Good Reason (other than as provided in 6(e)(ii)), the Trustee shall make a distribution to the Employee equal to all amounts allocated to the Employee’s Account as of the date of his termination of employment with the Company.
Termination with Good Reason. Employee may resign at any time with Good Reason. For purposes of this agreement, Employee shall be deemed to have terminated his service to Employer for “Good Reason” if he terminates his service because: (i) he experiences a material reduction in salary, benefits or role without his prior written consent unless (A) within the prior six (6) months, Employee committed one or more of the acts defined as Cause in Section 7.4, above or (B) all of Employer’s employees are subject to a similar reduction; or (ii) Employer relocates Employee’s office or reporting location more than 40 miles away from Employer’s current corporate offices in Costa Mesa, California.
Termination with Good Reason. If at any time following the Effective Date Employee terminates his employment with Good Reason by providing written notice of such termination to the Company, Employee will be entitled to the same payments and benefits provided for in Section 8 of this Agreement. For purposes of this Agreement, “Good Reason” will mean the occurrence of one or more of the following events, written notice of which has been provided by Employee to the Company and which Company has not cured within thirty (30) days following receipt of such notice:
Termination with Good Reason. Subject to the provisions of Section 2 hereof, upon termination of the employment of the Executive by the Executive with good reason as provided in Section 2(e), the Executive shall be entitled to receive: (i) the amount of the Executive’s Base Salary accrued with respect to the period prior to the date of termination of the Executive’s employment, to the extent not previously paid, (ii) a lump sum payment in an amount equal to twelve (12) months of Executive’s Base Salary at a rate equal to the rate of Executive’s Base Salary as of the day immediately preceding the date of termination, minus applicable withholdings and deductions, (iii) the cost of maintaining Executive’s health and dental insurance coverage under COBRA until the earlier of six (6) months following the date of termination or the date Executive secures new employment and is eligible for health care benefits; (iv) subject to the following sentence, in lieu of any employee or incentive stock options granted to Executive which are outstanding (vested or unvested) and unexercised by Executive at the date of termination of the Executive’s employment, a lump sum payment in an amount per option equal to 75% of the excess of the value of a share of the common stock underlying the option on the date of the relevant change of control as determined by the Company’s board of directors in connection with the change of control transaction over the exercise price of the option ; provided, however, such payment shall be conditioned on the execution by Executive of an agreement terminating all such outstanding options in a form acceptable to the Company and (v) an amount in lieu of Discretionary Bonus equal to (x) the Discretionary Bonus, if any, paid to the Executive for the fiscal year of the Company immediately preceding the year in which Executive’s employment is terminated, multiplied by (y) a fraction, the numerator of which is the number of days of Executive’s employment by the Company during the fiscal year of the Company in which Executive’s employment is terminated, and the denominator of which is 365. Notwithstanding the foregoing, in the event that any class of the Company’s equity securities are registered under the Securities Act of 1933, as amended, then in lieu of the lump sum payment described in clause (iv) of the preceding sentence, all employee or incentive stock options granted to Executive which are outstanding and unexercised by Executive on the date of termination of the Executive’s...
Termination with Good Reason. At Employee’s option, upon not less than fifteen (15) business days’ written notice to the Company, and the Company’s failure to cure within such fifteen (15) business days, upon the occurrence of any of the following events (each “Good Reason”) (i) the material diminution of, Employee’s position, duties, titles, offices and responsibilities with the Company; (ii) a reduction or material delay in payment of Employee’s compensation and benefits; (iii) a relocation of the Company’s principal executive offices outside of Miami-Dade, Broward, Palm Beach or Monroe Counties, Florida; or (iv) a breach of any other material provision of this Agreement by the Company.
Termination with Good Reason. You may voluntarily terminate your employment at any time with “Good Reason,” as defined below, upon written notice to take effect on the date specified in such notice. In the event of any such termination under this paragraph, the Company shall pay to you the equivalent of your average annual compensation (based on the last five years’ average) and benefits for a period of one (1) year from the date of your termination, in accordance with the normal pay practices of the Company; provided, however, that any obligations of the Company to you pursuant to this paragraph shall terminate upon any matter constituting Cause becoming known to the Company subsequent to such termination. Except as set forth in this paragraph, upon such a termination, neither you nor the Company shall have any further rights, obligations or claims against the other except as specifically provided under this letter agreement or imposed by law.
