VOLUNTARY TERMINATION BY THE EXECUTIVE WITH GOOD REASON Sample Clauses

VOLUNTARY TERMINATION BY THE EXECUTIVE WITH GOOD REASON. In the event the Executive terminates his employment within the Protection Period with Good Reason, the Executive will be entitled to receive the Severance Benefits set forth in Section 4 hereof. In order to terminate employment in accordance with this Section 2.2, an Executive must give sixty (60) days advance written notice of his impending termination of employment to the Company, specify the reason for such termination in such notice and provide the Company with an opportunity to correct the situation which he feels necessitates his termination of employment with Good Reason under this Section 2.2.
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VOLUNTARY TERMINATION BY THE EXECUTIVE WITH GOOD REASON. In the event that the Executive terminates his employment with Good Reason as defined below in this Section 4.4, the Executive will be entitled to receive the Severance Benefits set forth in Section 4.7 hereof and, if he qualifies therefor, the Severance Pay set forth in Section 4.8 hereof. For purposes of this Agreement, an Executive shall be deemed to have terminated his employment for "Good Reason" if his termination of employment occurs: a. within four (4) months after a Change in Control; b. within four (4) months after: i. the Board of Directors of the Company shall fail to re-elect or shall remove the Executive from the office of Chief Executive Officer; ii. the Board of Directors of the Company shall make a significant negative change in the nature or scope of the authorities, powers, functions or duties of the Executive hereunder; iii. the Company shall fail to pay when due any compensation due and owing to the Executive or shall make a reduction in the Executive's then current base salary or a material reduction in his benefits and such failure is not corrected within ten (10) days after notice thereof to the Company by the Executive; iv. any pattern of harassment which occurs within the first twelve (12) months after the execution of this Agreement, which is done with the approval of the Board of Directors of the Company and which impedes the Executive in the exercise of his authorities, powers, functions or duties hereunder in the manner in which they would normally be exercised by a Chief Executive Officer; or v. the Board of Directors of the Company has given the Executive written notice of its intention not to renew this Agreement. In the event that the Executive shall terminate his employment with Good Reason, he shall provide the Company with sixty (60) days advance notice of his date of termination of employment.
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VOLUNTARY TERMINATION BY THE EXECUTIVE WITH GOOD REASON. The Executive may resign his employment under this Agreement for a Good Reason at any time during the Employment Period upon thirty (30) days notice as herein set forth. As used in this Agreement, “Good Reason” means any of the following, unless such circumstances are fully cured within thirty (30) days after the Executive notifies the Bank in writing that he intends to terminate his employment for Good Reason:: (i) any reduction in title, a material change in reporting structure or a material reduction in the Executive’s responsibilities or authority (including such responsibilities and authority as the same may be increased at any time during the Employment Period) over the operations of the Bank, which reduction or change shall be deemed to have occurred if the Bank becomes a subsidiary of (or integrated into) an entity that is initially controlled (determined by reference to the voting power of its securities) by persons other than the Bank’s shareholders immediately prior to the relevant transaction; (ii) the assignment to the Executive of duties inconsistent with the Executive’s title as the President and Chief Executive Officer of the Bank, resulting in a material negative change to the Executive in the employment relationship; (iii) any reassignment of the Executive that reasonably requires the Executive to move his present principal residence referred to in Section 13, or to provide his employment services under this Agreement at a principal office location of the Bank that is more than 25 miles from where the Bank’s principal office is located on the date of this Agreement; (iv) any removal of the Executive from office or any material adverse change in the terms and conditions of the Executive’s employment, except for any termination of the Executive’s employment under the provisions of Subsections (a), (c) or (d); (v) any material reduction in the Executive’s base compensation provided in Section 3(a) or in the Executive’s incentive compensation provided in Section 3(d), unless, in the latter case, such reduction is in accordance with the terms of any written incentive plan approved by the Board of Directors, in each case, as in effect on the date hereof or as the same may be increased from time to time; provided however, that no reduction shall be deemed to occur if it occurs by reason of any permitted action by the Bank set forth in Section 3; (vi) any failure of the Bank to provide the Executive with benefits at least as favorable (in the agg...
Sample 1
VOLUNTARY TERMINATION BY THE EXECUTIVE WITH GOOD REASON. In the event that the Executive terminates his employment with Good Reason as defined below in this Section 3.4, the Executive will be entitled to receive the Severance Benefits set forth in Section 3.7 hereof and, if he qualifies therefor, the Severance Pay set forth in Section 3.8 hereof. For purposes of this Agreement, an Executive shall be deemed to have terminated his employment for >Good Reason' if his termination of employment occurs prior to January 1, 1999 and he gives the Company advance written notice of his termination of employment at least sixty (60) days prior to his termination of employment and, in any event, by October 31, 1998." (5) As of the date of this Addendum, the Company and the Executive agree that the proposed Amended and Restated Management Agreement for the Executive (a copy of which is attached hereto as Exhibit C) shall become effective as of November 1, 1998 unless the Executive provides written notice to the Company on or before October 31, 1998 of his intention to terminate his employment with the Company. (6) This Addendum supersedes any contrary provisions of the Agreement.
Sample 1
VOLUNTARY TERMINATION BY THE EXECUTIVE WITH GOOD REASON. In the event that the Executive terminates his employment with Good Reason as defined below in this Section 3.4, the Executive will be entitled to receive the Severance Benefits set forth in Section 3.7 hereof and, if he qualifies therefor, the Severance Pay set forth in Section 3.8 hereof. For purposes of this Agreement, an Executive shall be deemed to have terminated his employment for 'Good Reason' if his termination of employment occurs prior to December 31, 1998 and he gives the Company advance written notice of his termination of employment at least forty-five (45) days prior to his termination of employment and, in any event, by November 16, 1998." (3) As of October 30, 1998, the Company and the Executive agree that the 1998 Agreement shall become effective as of November 17, 1998 unless the Executive provides written notice to the Company on or before November 16, 1998 of his intention to terminate his employment with the Company and further agree that the first three (3) sentences of Section 1 and Section 6.8 in its entirety shall be deemed to be modified to read as follows: "This Agreement shall become effective November 17, 1998 provided that the Executive has not prior thereto given notice of his termination of employment with 'Good Reason' as set forth in Section 3.4 of the Management Agreement between the Company and the Executive 48 3 dated June 11, 1997 as modified by Addenda dated August 13, 1998 and October 30, 1998. If such notice is given prior to November 17, 1998, then this Amended and Restated Management Agreement shall be null and void. The Company will employ the Executive in accordance with the terms and conditions set forth herein as of November 17, 1998 and extending for an initial period ending December 31, 2000 (the >initial period'), subject, however, to earlier termination as expressly provided herein."
Sample 1

Related to VOLUNTARY TERMINATION BY THE EXECUTIVE WITH GOOD REASON

  • Voluntary Termination by the Executive Without Good Reason If the Executive terminates employment without Good Reason, the Executive shall receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which termination becomes effective.

  • Voluntary Termination by the Executive The Executive may voluntarily terminate his employment with the Company at any time prior to the expiration of the term of this Agreement. Such termination shall constitute a voluntary termination and, in such event, the Executive shall be limited to the same rights and benefits as applicable to the termination for Cause, as described in Section 10(c) above.

  • Voluntary Termination by the Employee The Employee may voluntarily terminate the Employee's status as employee for other than Good Reason.

  • Termination by the Executive Without Good Reason The Executive may terminate his employment on his own initiative for any reason upon 30 days’ prior written notice to the Company; provided, however, that during such notice period, the Executive shall reasonably cooperate with the Company (at no cost to the Executive) in minimizing the effects of such termination on the Company Group. Such termination shall have the same consequences as a termination for Cause under Section 6.2.

  • Termination by the Executive for Good Reason The Executive shall have the right to terminate this Agreement for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence, without the Executive’s express written consent, of any one or more of the following events:

  • Termination by the Employee for Good Reason The Employee shall have the right to terminate for “Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean (i) the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, (ii) a material and adverse diminution in the Employee’s job duties, responsibilities or authority, (iii) a change in the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentence.

  • Termination by Employee with Good Reason Employee may terminate his employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth with reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Employee’s termination will be effective upon the date immediately following the expiration of the thirty (30) day notice period, and Employee shall be entitled to the same payments and benefits as provided in Section 8(d) above for a termination without Cause, it being agreed that Employee’s right to any such payments and benefits shall be subject to the same terms and conditions as described in Section 8(d) above. Following such termination of Employee’s employment by Employee with Good Reason, except as set forth in this Section 8(e), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

  • Termination by Employee without Good Reason Employee may terminate Employee’s employment without Good Reason by providing the Company sixty (60) days’ written notice of such termination. In the event of a termination of employment by Employee under this Section 8(f), Employee shall be entitled only to the Accrued Obligations, and any equity awards or equity-related awards that are not vested as of the date of termination shall be cancelled. In the event of termination of Employee’s employment under this Section 8(f), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing the characterization of such termination as a termination by Employee without Good Reason. Following such termination of Employee’s employment by Employee without Good Reason, except as set forth in this Section 8(f), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

  • Termination by the Company Without Cause or by the Executive with Good Reason During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: (i) the Company shall pay the Executive an amount equal to nine months of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and (ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and (iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

  • Termination by Employee for Good Reason Employee may terminate his employment hereunder for "Good Reason." As used herein, "Good Reason" shall mean the continuance of any of the following after ten (10) days' prior written notice by Employee to the Company, specifying the basis for such Employee's having Good Reason to terminate this Agreement:

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