Voluntary Resignation for Good Reason. “Voluntary Resignation for Good Reason” means Executive’s resignation as a result of a Good Reason Condition in accordance with this subsection (i). In order for a resignation to constitute a Voluntary Resignation for Good Reason, Executive must provide written notice to the Company of the existence of the Good Reason Condition within thirty (30) days of the initial existence of such Good Reason Condition. Upon receipt of such notice of the Good Reason Condition, the Company will be provided with a period of thirty (30) days during which it may remedy the Good Reason Condition and not be required to provide for the payments and benefits described in Sections 3 or 4 as a result of such proposed resignation due to the Good Reason Condition specified in the notice. If the Good Reason Condition is not remedied within the period specified in the preceding sentence, Executive may resign for Good Reason based on the Good Reason Condition specified in the notice, provided that such resignation must occur within sixty (60) days after the initial existence of such Good Reason Condition.
Voluntary Resignation for Good Reason. Should you resign from your employment for Good Reason, you will be treated as if your employment had been terminated without Cause pursuant to subparagraph 2(e) above. “Good Reason” shall mean the occurrence of any of the following events or conditions, unless you have expressly consented in writing thereto: (i) a material reduction in your Base Salary or target annual bonus opportunity; (ii) a material reduction of your duties and responsibilities; or (iii) the Company provides you with notice that your principal office location is or will be moved to a location more than fifty (50) miles from your principal office location immediately before such notice, other than to a location that is within the greater Philadelphia metropolitan area. Notwithstanding the foregoing, you shall not have Good Reason for termination unless you give written notice of termination for Good Reason within sixty (60) days after the event giving rise to Good Reason occurs and the Company does not correct the action or failure to act that constitutes the grounds for Good Reason, as set forth in your notice of termination, within thirty (30) days after the date on which you give written notice of termination.
Voluntary Resignation for Good Reason. After a Change of Control, Employee may terminate Employee’s employment with Entropic for “Good Reason” by serving notice of resignation to Entropic with a description of the circumstances giving rise to the Good Reason. For purposes of this Agreement, “Good Reason” means: (a) the assignment to Employee of any duties, or any limitation of Employee’s responsibilities, substantially inconsistent with his positions, duties, responsibilities and status with Entropic immediately prior to the date of the Change of Control, (b) the relocation of the principal place of Employee’s service with Entropic to a location that is more than fifty (50) miles from Employee’s principal place of service with Entropic immediately prior to the date of the Change of Control, (c) any material reduction by Entropic of Employee’s base salary in effect immediately prior to the date of the Change of Control (unless reductions comparable in amount and duration are concurrently made for all other employees of Entropic with responsibilities, organizational level and title comparable to Employee) or (iv) any failure by Entropic to continue to provide Employee with the opportunity to participate in any material benefit or compensation plans and programs in which Employee was participating immediately prior to the date of the Change of Control, or their equivalent.
Voluntary Resignation for Good Reason. After a Change of Control, Employee may resign for “Good Reason” upon the occurrence of any of the following conditions without the Employee’s consent; provided however, that any resignation by the Employee due to any of the following conditions shall only be deemed for Good Reason if: (i) the Employee gives the Company written notice of the intent to resign for Good Reason within ninety (90) days following the first occurrence of the condition(s) that the Employee believes constitutes Good Reason, which notice shall describe such condition(s); (ii) the Company fails to remedy, if remediable, such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”) of such condition(s) from the Employee; and (iii) Employee actually resigns employment within the first ninety (90) days after expiration of the Cure Period:
(a) the assignment to Employee of any duties, or any limitation of Employee’s authority or responsibilities, substantially inconsistent with Employee’s authority, duties, and responsibilities with Entropic immediately prior to the date of the Change of Control, in each case where such assignment or limitation constitutes a material reduction of Employee’s authority, duties or responsibilities as in effect prior to the Change of Control,
(b) the relocation of the principal place of Employee’s service with Entropic to a location that is more than fifty (50) miles from Employee’s principal place of service with Entropic immediately prior to the date of the Change of Control that requires a one-way increase in Employee’s driving distance of at least thirty (30) miles,
(c) any material reduction by Entropic of Employee’s base salary in effect immediately prior to the date of the Change of Control (unless reductions comparable in amount and duration are concurrently made for all other employees of Entropic with responsibilities, organizational level and title comparable to Employee), or
(d) any failure by Entropic to continue to provide Employee with the opportunity to participate in any material benefit or compensation plans and programs in which Employee was participating immediately prior to the date of the Change of Control, or their equivalent, which failure constitutes a material reduction in Employee’s base compensation.
Voluntary Resignation for Good Reason. Executive may resign Executive's employment with the Company at any time and, if such resignation is for "Good Reason", Executive shall be entitled to the same payments and benefits that Executive would receive under Section 6.1 if Executive's employment were being terminated by the Company other than for Cause or Executive becoming Disabled. "Good Reason" shall mean any one or more of the following: (i) failure of UST to complete its IPO on or before March 31, 1998; (ii) failure of the Company to appoint or re-appoint Executive to the office of Chairman; (iii) failure of the Company's members to elect or re-elect Executive to the Board; (iv) failure of the Company, by act, omission, amendment to the instruments governing its organization and operation or otherwise, to vest in Executive the position, duties and responsibilities contemplated by this Agreement; (v) failure by the Company to pay when due any portion of the compensation payable to Executive hereunder; (vi) any material breach by the Company of any material provision of this Agreement; or (vii) on or following a Change of Control (as such term is defined in the Company's LTIP, as the same may be amended from time to time) either Executive is assigned any duties or responsibilities materially inconsistent with, or diminished from, Executive's duties and responsibilities with the Company and the UST Group immediately prior to the Change of Control, or, Executive's status, duties, responsibilities, titles or offices with the Company and the UST Group are materially diminished from those in effect immediately prior to the Change of Control, as determined in the good faith opinion of Executive; provided, however, Good Reason shall exist with respect to a matter described in (ii) through (vii) above that is capable of being corrected by the Company only if such matter is not corrected by the Company within a reasonable period following its receipt of written notice of such matter from Executive, and in no event shall a termination by Executive occurring more than 60 days following any such written notice or the event described in (i) above be for Good Reason.
Voluntary Resignation for Good Reason. Executive may voluntarily terminate his employment with the Company for Good Reason within ninety (90) days following the initial existence of a condition constituting Good Reason, provided that Executive delivered to the Company written notice of such condition within thirty (30) days following its initial existence and the Company failed to cure such condition within thirty (30) days following receipt of such notice. Upon such termination, Executive will be entitled to receive his Accrued Compensation. In addition, subject to Section 11 and provided that Executive executes a full general release in a form satisfactory to the Company releasing all claims, known or unknown, that Executive may have against the Company and its affiliates and such release has become effective in accordance with its terms prior to the sixtieth (60th) day following Executive’s termination date, then Executive shall be entitled to:
(i) payment by the Company in a lump sum on the sixtieth (60th) day following Executive’s employment termination date of an amount equal to twelve (12) months of Executive’s base salary then in effect immediately prior to Executive’s termination of employment; and
(ii) payment by the Company of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue such coverage under COBRA, for a period ending on the first to occur of (A) the date twelve (12) months following Executive’s termination of employment, (B) the date Executive ceases to be eligible for coverage under COBRA, and (C) the date Executive becomes eligible for health care coverage through another employer; and
(iii) acceleration in full, effective as of Executive’s final day of employment, of the vesting and/or exercisability of all then outstanding equity awards held by Executive.
Voluntary Resignation for Good Reason. Executive may terminate Executive's employment hereunder for Good Reason (a "Voluntary Resignation for Good Reason") upon at least sixty (60) days' written notice to the Company in the form of a notice of resignation (the "Notice of Resignation"). The Notice of Resignation shall set forth the circumstances which in Executive's view constitute Good Reason hereunder and shall be delivered to the Company within sixty (60) days of the occurrence of the applicable Good Reason event. For purposes of this subsection (e) and subsection (f), "Good Reason" shall mean:
Voluntary Resignation for Good Reason. A voluntary resignation by Executive “Good Reason” shall mean a voluntary resignation by Executive following any one of the following events, provided Executive provides Company with at least two (2) weeks notice of such termination, and provides such notice no later than thirty (30) days following any one of the following events: (i) a material change in Executive’s position, title, duties, or responsibilities, without Employee’s consent, which results in a material reduction of Executive’s level of responsibility, the assignment of duties and responsibilities which are materially inconsistent with Executive’s position or responsibilities, or the removal of the Executive from or failure to reelect the Executive to any of such positions, except in connection with the termination of employment for Cause; (ii) a reduction by the Company in the Executive’s annual salary then in effect, without Executive’s consent, other than a reduction similar in percentage to a reduction generally applicable to similarly situated employees of the Company; (iii) a material reduction without the Executive’s consent in the kind or level of benefits provided to Executive under any benefit plan of the Company in which the Executive is participating or deprive the Executive of any material fringe benefit enjoyed by the Executive, except those changes generally affecting similarly situated employees of the Company.
Voluntary Resignation for Good Reason. You may voluntarily resign your position with the Company for Good Reason, at any time, on thirty (30) days advance written notice. You will be deemed to have resigned for "Good Reason" if you resign following any of the circumstances: (a) the Company relocates your principal work location from Austin, Texas without your agreement (b) the Company assigns to you any duties inconsistent with your position as Vice President of Sales and Marketing of the Company, or substantially diminishes your status, responsibilities or organizational position (c) your Base Salary is reduced more than ten percent (10%) (d) the Company (i) fails to continue in effect at a level at least equal to the compensation or benefits (or formulas therefore) in effect immediately prior to a Change of Control (as defined in Paragraph 5.3), (ii) any compensation plan in which you participated prior to the Change of Control, including, but not limited to, the Company's incentive compensation plans or benefits which has the effect of substantially diminishing the level of your overall benefits received under the Agreement, unless an equitable arrangement has been made with respect to such compensation plan or benefits that you have approved (e) a Change of Control (as defined in Paragraph 5.3) occurs or (f) the Company has breached a material provision of the Agreement that has not been cured within thirty (30) days of written notice from you to the Company.
Voluntary Resignation for Good Reason. In the event the Executive's employment hereunder is terminated due to a Voluntary Resignation for Good Reason, the Company shall pay or provide to Executive: (i) the Severance Payment, (ii) a lump sum equal to Executive's bonus at target, pro-rated for the period from the beginning of the bonus plan year through the Date of Termination, (iii) a lump sum equal to Executive's unused accrued vacation time (at her Base Salary rate) through the Date of Termination, (iv) expenses incurred by Executive prior to the Date of Termination reimbursable under Section 4.4, and (v) continued medical and other welfare plan coverage for Executive and Executive's eligible dependents (if any) for twelve (12) months upon the same terms as are generally applied from time to time for similarly situated executive employees.
