Waiver of Good Reason. Executive hereby expressly waives his right to terminate his employment and receive any Change in Control Payment pursuant to Sections 13.(a), 13.(b), 13.(c) and 13.(d)(as it relates to travel only) of Exhibit A of the Change in Control Agreement. Executive’s waiver of Good Reason pursuant to Sections 13.(a) and 13.(b) is limited to the Merger and Executive’s employment with CHC or the Company immediately following completion of the Merger.
Waiver of Good Reason. The Executive acknowledges and agrees that neither the completion of the transactions contemplated by the Merger Agreement or any changes to the Executive’s terms and conditions of employment, compensation or benefits as contemplated by this Agreement or otherwise will constitute Good Reason (or any similar term) under the Existing Employment Agreement or any other arrangement to which the Executive is subject.
Waiver of Good Reason. By signing below, you hereby waive any right to terminate your employment for “Good Reason,” as defined in Section 6(d) of the Agreement, due to the change in your compensation arrangement as set forth in this Letter Agreement.
Waiver of Good Reason. You acknowledge and agree that your removal from the role of director of the Board and any other changes in your responsibilities and/or duties at the Closing Date will not constitute Good Reason under your Employment Agreement.
Waiver of Good Reason. You acknowledge and agree that your removal from the role of Chief Executive Officer of the Corporation and any other changes in your responsibilities and/or duties at the Closing Date will not constitute Good Reason under your Employment Agreement.
Waiver of Good Reason. In consideration of Executive’s continued employment with the Company and its subsidiaries (the “Company Group”) following the Effective Time, Executive agrees that, notwithstanding anything to the contrary in the definition of Good Reason (or similar or related rights or definitions of “good reason” or “constructive dismissal” or the like) set forth in any agreement or arrangement between Executive and the Company Group (including agreements with TCFC or the Bank assumed in the Merger) including, for the avoidance of doubt, that certain Employment Agreement, by and between Executive and TCFC and the Bank, dated as of April 30, 2018 (collectively, the “Existing Agreements”), neither (i) the closing of the Merger, nor (ii) any actual changes to Executive’s role, title, position, status, level, reporting relationship, authority, duties and/or responsibilities in connection with the Merger as clearly communicated to Executive in writing prior to the Effective Time will constitute Good Reason under the Existing Agreements. For the avoidance of doubt, Executive is not waiving Executive’s right to terminate Executive’s employment for Good Reason (or similar or related rights or definitions of “good reason” or “constructive dismissal” or the like) for changes to Executive’s role, title, position, status, level, reporting relationship, authority, duties and/or responsibilities that occur subsequent to the Merger and that were not clearly communicated to Executive prior to the Effective Time.
Waiver of Good Reason. The Executive agrees to waive any potential entitlement to benefits related to a resignation for “Good Reason” under the Employment Agreement based on the changes to the Executive’s employment relationship with the Company as described in this Section 1. The Executive acknowledges and agrees that he is aware that he is waiving a legal right to claim that Good Reason has occurred under the terms of the Employment Agreement due to this change in his employment relationship with the Company.
Waiver of Good Reason. Executive hereby acknowledges and agrees to waive Executive’s right to claim that any facts existing as of the Effective Date constitute grounds for a termination for “Good Reason,” as defined in Section 10(f) of the Employment Agreement. The Parties hereby acknowledge and agree that by waiving this right, Executive is waiving the right, at any time within the twenty-four (24) month period following the Offer Closing, to voluntarily resign for “Good Reason” (as any such event is defined in the Employment Agreement) so as to become eligible for the benefits provided in this Agreement, except as otherwise expressly provided under the terms of this Agreement.
Waiver of Good Reason. By entering into this Retention Agreement and subject to payment of the Occidental-Anadarko Closing Bonus pursuant to the terms hereof, you waive, with respect to the Occidental-Anadarko Transaction, any rights you may have had to “good reason” rights under Anadarko’s benefit plans and the “good reason” and involuntary termination rights you may have had under the Change of Control Contract. You specifically understand and agree that, by waiving such rights, you will not be entitled to any severance benefits if you resign or you are involuntarily terminated (it being understood that “severance benefits” does not include any payments and benefits payable under this Retention Agreement).
Waiver of Good Reason. The Executive agrees that neither:
(i) the termination of the Executive's role as President, Chief Executive Officer and member of the Board of Directors of iXL, the appointment of the Executive as President, Chief Executive Officer and member of the Board of Directors of Holdco and the assumption by the Executive of the duties, responsibilities and reporting relationships commensurate with this new position, each effective as of the Effective Date; nor
(ii) the Executive's being required to maintain his principal office in the New York City metropolitan area (the intended headquarters of Holdco) as of or within 12 months after the Effective Date,
