Common use of Voluntary Termination With Good Reason Clause in Contracts

Voluntary Termination With Good Reason. For purposes of this Agreement, a termination by Executive shall be considered a voluntary termination with Good Reason if the conditions stated in both clauses (i) and (ii) are satisfied: (i) A voluntary termination by Executive shall be considered a voluntary termination with Good Reason if any of the following occur without Executive’s advance written consent, and the term Good Reason shall mean the occurrence of any of the following without Executive’s advance written consent: (A) the failure to elect or reelect or to appoint or reappoint Executive to a senior executive position; (B) a material change in Executive’s functions, duties, or responsibilities with the Bank, which change would cause Executive’s position to become one other than that of a senior executive officer; (C) a relocation of Executive’s principal place of employment by more than 30 miles from the main office of the Bank; (D) a material reduction in the pay or benefits of Executive from those being provided as of the Effective Date, other than a reduction that is part of a Bank-wide reduction in pay or benefits; (E) a liquidation or dissolution of the Company or the Bank, other than a liquidation or dissolution which does not affect the status of Executive; or (F) a material breach of this Agreement by the Bank. (ii) Upon the occurrence of any event described in clause (i) above, Executive shall have the right to elect to terminate his employment by resignation upon not less than thirty (30) days prior written notice of termination, given within ninety (90) days after the event giving rise to said right to elect. Notwithstanding the preceding sentence, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement by virtue of the fact that Executive has submitted his resignation but has remained in the employ of the Bank, provided Executive is engaged in good faith discussions to resolve the occurrence of any event described in clause (i) above. During this thirty (30) day period, the Bank shall have the right to cure the Good Reason, and in the event that the Bank cures said Good Reason, Executive shall no longer have the right to terminate and receive a payment under this Agreement.

Voluntary Termination With Good Reason. You may terminate this Agreement with "good reason" upon fourteen (14) days prior written notice to the Company, provided however that you must first provide written notice of the "good reason" to the Company, and the Company must fail to cure such "good reason" within thirty (30) days. For purposes of this Agreement, a termination by Executive shall be considered a voluntary termination with Good Reason if "good reason" will mean the conditions stated in both clauses (i) and (ii) are satisfiedfollowing: (i) A voluntary termination failure by Executive shall be considered a voluntary termination with Good Reason if any the Company to maintain you in the positions of President and C.E.O. of the following occur without Executive’s advance written consent, Reebok Brand and the term Good Reason shall mean the occurrence Executive Vice President of any of the following without Executive’s advance written consent: (A) the failure to elect or reelect or to appoint or reappoint Executive to a senior executive positionReebok International Ltd.; (B) a material change in Executive’s functions, duties, or responsibilities with the Bank, which change would cause Executive’s position to become one other than that of a senior executive officer; (C) a relocation of Executive’s principal place of employment by more than 30 miles from the main office of the Bank; (D) a material reduction in the pay or benefits of Executive from those being provided as of the Effective Date, other than a reduction that is part of a Bank-wide reduction in pay or benefits; (E) a liquidation or dissolution of the Company or the Bank, other than a liquidation or dissolution which does not affect the status of Executive; or (F) a material breach of this Agreement by the Bank. (ii) Upon a material diminution in the occurrence overall level of any event described your responsibilities or authority; (iii) a change in clause your reporting relationship so that you no longer report to the Chief Executive Officer of Reebok International Ltd.; (iiv) above, Executive shall have the right a failure to elect you to terminate his employment by resignation upon not less the Board of Directors of Reebok International Ltd. prior to December 31, 1998 or to nominate you for membership on the Board at such time as your term as a Director expires; (v) relocation of your principal place of business more than thirty (30) days prior written notice of terminationmiles from the current location; (vi) a failure, given within ninety (90) days after by December 31, 1998, to have the event giving rise to said right to elect. Notwithstanding the preceding sentence, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement by virtue Compensation Committee of the fact that Executive has submitted his resignation but has remained Board of Directors approve a Change in Control Agreement for you in a form substantially similar to the employ May 29, 1997 Change in Control Agreement signed by other senior executives, with the only substantive changes being as follows: (a) elimination of the Bank, provided Executive is engaged in good faith discussions to resolve the occurrence second sentence of any event described in clause section 4.b. (i) above. During of the Change in Control Agreement; and (b) addition of language making it clear that a "Change in Control" would not be deemed to occur under the last paragraph of Section 3 of the Change in Control Agreement in the case of a leveraged buy-out or recapitalization of the Company so long as you retained all the benefits of this thirty (30) day period, Agreement and continued future coverage under your Change in Control Agreement following the Bank shall have the right to cure the Good Reasonleveraged buyout or recapitalization, and your existing stock options were converted to equity or replacement options on a basis no less favorable than that generally adopted for other senior executives of the Company. Any benefits provided to you under the Change in Control Agreement (in the event that the Bank cures said Good Reason, Executive shall no longer have the right such agreement applies) will be in substitution for benefits provided pursuant to terminate and receive a Section 11 of this Agreement; or (vii) failure to make timely payment of material compensation or benefits required to be provided under this Agreement, or to provide for assumption of this Agreement as required by Section 12 (a).

Voluntary Termination With Good Reason. (i) Xxxxxxx may voluntarily terminate Herbert’s employment hereunder with Good Reason (as defined below) at any time during the Employment Period, effective as of the end of the 90-day period beginning on the date Xxxxxxx provides USA with a signed, written notice of Herbert’s termination; provided, in its sole discretion (A) USA may accept such resignation effective as of an earlier date in lieu of waiting for passage of the 90-day notice period, or (B) during all or any part of the 90-day notice period, USA may retain Xxxxxxx as an employee but modify, reduce or eliminate Herbert’s duties hereunder. (ii) If Xxxxxxx voluntarily terminates Herbert’s employment hereunder with Good Reason at any time during the Employment Period, Xxxxxxx will be entitled to receive the following compensation and benefits: (a) On or before the termination of Herbert’s employment, USA shall pay to Xxxxxxx a lump sum equal to two years of his base salary at the time of the termination date; (b) all bonuses earned or vested on or before the date of termination; (c) all restricted stock awards and stock options shall become immediately vested on the date of termination; and (d) any other benefit or compensation provided under the terms of any benefit plan or other provisions of this Agreement. (iii) For purposes of this Agreement, a termination by Executive shall be considered a voluntary termination with “Good Reason if the conditions stated in both clauses (i) and (ii) are satisfied: (i) A voluntary termination by Executive shall be considered a voluntary termination with Good Reason if Reason” means any of the following occur without Executive’s advance conditions, which remains uncured after the expiration of 30 days following the delivery of written consentnotice of such condition to USA by Xxxxxxx, and with respect to which Xxxxxxx terminates employment within 120 days after the term Good Reason shall mean the occurrence of any initial existence of the following without Executive’s advance written consent: condition: (A) a material breach of the failure to elect or reelect or to appoint or reappoint Executive to a senior executive position; terms of this Agreement by USA; (B) the assignment by USA to Xxxxxxx of duties in any way materially inconsistent with Herbert’s authorities, duties, responsibilities, and status, as Chief Executive Officer of USA, or a material change reduction or alteration in Executivethe nature or status of Herbert’s functionsauthority, duties, or responsibilities with the Bankas Chief Executive Officer; provided, which however, that a material reduction or alteration referred to in this subsection (B) shall not include any change would cause Executiveor reduction in Herbert’s position to become one other than that authorities, duties or responsibilities resulting solely from USA becoming a private company or a subsidiary or division of a senior executive officer; another company; (C) USA reduces Herbert’s annual base salary; (D) any reduction by USA in the kind or level of employee benefits to which Xxxxxxx is entitled immediately prior to such reduction with the result that Herbert’s overall benefit package is significantly reduced unless such failure to continue a relocation plan, policy, practice or arrangement pertains to all plan participants generally; or (E) requiring Xxxxxxx to be based at a location in excess of Executive’s principal place of employment by more than 30 50 miles from Herbert’s current residence. For the main avoidance of doubt, Good Reason shall not include or mean if at any time in the future, the office of the Bank; (D) a material reduction in the pay or benefits of Executive from those being provided as Chairman of the Effective Date, Board of Directors of USA is held by an individual other than a reduction that is part of a Bank-wide reduction in pay or benefits; (E) a liquidation or dissolution of the Company or the Bank, other than a liquidation or dissolution which does not affect the status of Executive; or (F) a material breach of this Agreement by the BankXxxxxxx. (ii) Upon the occurrence of any event described in clause (i) above, Executive shall have the right to elect to terminate his employment by resignation upon not less than thirty (30) days prior written notice of termination, given within ninety (90) days after the event giving rise to said right to elect. Notwithstanding the preceding sentence, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement by virtue of the fact that Executive has submitted his resignation but has remained in the employ of the Bank, provided Executive is engaged in good faith discussions to resolve the occurrence of any event described in clause (i) above. During this thirty (30) day period, the Bank shall have the right to cure the Good Reason, and in the event that the Bank cures said Good Reason, Executive shall no longer have the right to terminate and receive a payment under this Agreement.

Voluntary Termination With Good Reason. You may terminate your employment under this Agreement with "good reason" upon at least fourteen (14) days prior written notice to the Company; provided, however, that you must first provide written notice of the "good reason" to the Company, and the Company must fail to cure such "good reason" within thirty (30) days after the date on which you give written notice of such "good reason" within thirty (30) days after the date on which you give written notice of such "good reason." For purposes of this Agreement, a termination by Executive shall be considered a voluntary termination with Good Reason if the conditions stated in both clauses (i) and (ii) are satisfied: (i) A voluntary termination by Executive shall be considered a voluntary termination with Good Reason if any of the following occur without Executive’s advance written consent, and the term Good Reason shall "good reason" will mean the occurrence of any of the following without Executive’s advance written consentfollowing: (Ai) A material diminution in the failure to elect or reelect or to appoint or reappoint Executive to a senior executive position; (B) a material change in Executive’s functionsoverall level of your responsibilities, duties, powers or responsibilities authority, except in connection with the Bankcessation of your employment by a) death, which change would b) by the Company for cause Executive’s position to become one or your incapacity, as defined in Section 10E, or c) by you other than that of a senior executive officer; (C) a relocation of Executive’s principal place of employment by more than 30 miles from the main office of the Bank; (D) a material reduction for "good reason" as defined in the pay or benefits of Executive from those being provided as of the Effective Date, other than a reduction that is part of a Bank-wide reduction in pay or benefits; (E) a liquidation or dissolution of the Company or the Bank, other than a liquidation or dissolution which does not affect the status of Executive; or (F) a material breach of this Agreement by the Bank.Section 10B. (ii) Upon Any reduction in Base Salary or short or long-term incentive compensation, except for across-the-board salary or incentive compensation reductions similarly affecting all senior executives of the occurrence Company; (iii) The failure by the Company to pay you when due any material amount of your current compensation or any event described in clause material amount of your compensation payable under any plan, agreement or arrangement of or with the Company, within ten (i) above, Executive shall have the right to elect to terminate his employment by resignation upon not less than thirty (30) days prior written notice of termination, given within ninety (9010) days after you make written demand for such amount. (iv) The failure of the event giving rise Company to said right maintain your relative level of coverage under the Company's employee benefit plans, policies, practices, or arrangements in which you participate, both in terms of the amount and timing of benefits provided and the relative level of your participation. For this purpose, the Company may eliminate and/or modify existing employee benefit, incentive compensation, retirement, or material fringe benefit plans, policies, practices, or arrangements and coverage levels on a consistent and non-discriminatory basis applicable to elect. Notwithstanding all such executives; provided, however, that your level of coverage under all such programs must be at least as great as is such coverage provided to employees who have the preceding sentence, Executive, after giving due notice same or lesser levels of reporting responsibilities within the prescribed Company's organization. (v) The changing of your reporting relationship to a position lower than President and COO of RIL so long as you deliver your resignation within six (6) months of the change and provide at least three (3) months advance notice and transition time frame of an initial event specified above, Your continued employment shall not waive constitute consent to, or a waiver of rights with respect to, any of his rights under this Agreement by virtue of the fact that Executive has submitted his resignation but has remained in the employ of the Bank, provided Executive is engaged in good faith discussions act or failure to resolve the occurrence of any event described in clause (i) above. During this thirty (30) day period, the Bank shall have the right to cure the act constituting Good Reason, and in the event that the Bank cures said Good Reason, Executive shall no longer have the right to terminate and receive a payment under this AgreementReason hereunder.

Voluntary Termination With Good Reason. You may terminate your employment under this Agreement with "good reason" upon at least fourteen (14) days prior written notice to the Company; provided, however, that you must first provide written notice of the "good reason" to the Company, and the Company must fail to cure such "good reason" within thirty (30) days after the date on which you give written notice of such "good reason." For purposes of this Agreement, a termination by Executive shall be considered a voluntary termination with Good Reason if the conditions stated in both clauses (i) and (ii) are satisfied: (i) A voluntary termination by Executive shall be considered a voluntary termination with Good Reason if any of the following occur without Executive’s advance written consent, and the term Good Reason shall "good reason" will mean the occurrence of any of the following without Executive’s advance written consentfollowing: (Ai) A material diminution in the failure to elect or reelect or to appoint or reappoint Executive to a senior executive position; (B) a material change in Executive’s functionsoverall level of your responsibilities, duties, powers or responsibilities authority, except in connection with the Bankcessation of your employment by a) death, which change would b) by the Company for cause Executive’s position to become one or your incapacity, as defined in Section 10E, or c) by you other than that of a senior executive officer; (C) a relocation of Executive’s principal place of employment by more than 30 miles from the main office of the Bank; (D) a material reduction for "good reason" as defined in the pay or benefits of Executive from those being provided as of the Effective Date, other than a reduction that is part of a Bank-wide reduction in pay or benefits; (E) a liquidation or dissolution of the Company or the Bank, other than a liquidation or dissolution which does not affect the status of Executive; or (F) a material breach of this Agreement by the Bank.Section 10B. (ii) Upon Any reduction in Base Salary or short or long-term incentive compensation, except for across-the-board salary or incentive compensation reductions similarly affecting all senior executives of the occurrence Company; (iii) The failure by the Company to pay you when due any material amount of your current compensation or any event described in clause material amount of your compensation payable under any plan, agreement or arrangement of or with the Company, within ten (i) above, Executive shall have the right to elect to terminate his employment by resignation upon not less than thirty (30) days prior written notice of termination, given within ninety (9010) days after you make written demand for such amount. (iv) The failure of the event giving rise Company to said right maintain your relative level of coverage under the Company's employee benefit plans, policies, practices, or arrangements in which you participate, both in terms of the amount and timing of benefits provided and the relative level of your participation. For this purpose, the Company may eliminate and/or modify existing employee benefit, incentive compensation, retirement, or material fringe benefit plans, policies, practices, or arrangements and coverage levels on a consistent and non-discriminatory basis applicable to elect. Notwithstanding all such executives; provided, however, that your level of coverage under all such programs must be at least as great as is such coverage provided to employees who have the preceding sentence, Executive, after giving due notice same or lesser levels of reporting responsibilities within the prescribed time frame Company's organization. (v) The changing of an initial event specified above, your reporting relationship to a position lower than President and COO of RIL so long as you deliver your resignation within six (6) months of the change and provide at least three (3) months advance notice and transition time. Your continued employment shall not waive constitute consent to, or a waiver of rights with respect to, any of his rights under this Agreement by virtue of the fact that Executive has submitted his resignation but has remained in the employ of the Bank, provided Executive is engaged in good faith discussions act or failure to resolve the occurrence of any event described in clause (i) above. During this thirty (30) day period, the Bank shall have the right to cure the act constituting Good Reason, and in the event that the Bank cures said Good Reason, Executive shall no longer have the right to terminate and receive a payment under this AgreementReason hereunder.