With or Without Good Reason. The Executive’s employment may be terminated by the Executive voluntarily with or without Good Reason (as defined in Exhibit A attached hereto).
With or Without Good Reason. The Executive may terminate his employment and the Employment Period with or without “Good Reason” (as defined below) by giving to the Company a Notice of Termination. For purposes of this Agreement, “Good Reason” means, without the Executive’s express written consent:
With or Without Good Reason. This Agreement and the Executive's employment may be terminated by the Executive with or without Good Reason. For purposes of this Agreement, "Good Reason" means:
With or Without Good Reason. The Executive’s employment may be terminated by the Executive with or without Good Reason. For purposes of this Agreement, “Good Reason” means the Executive’s voluntary resignation after any of the following actions are taken by the Company or any of its subsidiaries without the Executive’s consent: (i) there has been a reduction in the Executive’s Base Salary; (ii) the Executive experiences a substantial diminution in the Executive’s title, status, reporting relationships, authority, duties, or responsibilities; (iii) any intentional, material breach by the Company of the terms of this Agreement; (iv) any relocation of the Executive’s principal office more than 20 miles from the Executive’s principal office as of the Effective Date or (v) the Company delivers to the Executive notice of the Company’s intent not to renew this Agreement as of any Renewal Date in accordance with Section 1. To terminate employment with Good Reason, (A) the Executive must provide written notice of any alleged violation of clauses (i) through (iv) above stating the basis for such termination within 90 days following any such alleged violation, (B) the Company shall have 30 days following receipt of the written notice described in clause (A) to cure the alleged violation (the “Cure Period”), and (C) if the Company fails to cure the alleged violation, the Executive must terminate the Executive’s employment with the Company during the 30-day period following the Cure Period.
With or Without Good Reason. Employee may terminate their employment with Employer for any reason, with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following: (i) a material diminution of, or the assignment by the Board to Employee of any material duties that are clearly inconsistent with, Employee’s status, title and position as Senior Vice President and Chief People Officer of Employer (which includes Employee no longer holding their title in the ultimate parent company of Employer following a Change in Control (as defined below) of Employer); (ii) a reduction in Employee’s Base Salary or target bonus opportunity or a failure by Employer to pay Employee any amounts required to be paid under this Agreement, which failure continues uncured for a period of 15 days after written notice thereof is given by Employee to the Board; (iii) the requirement that Employee relocate their principal work location by more than 50 miles from the Company’s headquarters at 0000 Xxxx Xxxxxx Xxx., Xxxxxx Xxxx, XX 00000, other than in a direction that reduces Employee’s daily commuting distance; (iv) Employer provides Employee notice as contemplated by Section 3 of its decision not to renew this Agreement on the terms set forth herein; or (v) a material breach of the Agreement by Employer or any material and repeated interference by the Board or any Employer employee or stockholder with Employee’s ability or authority to discharge their duties or responsibilities hereunder that continues after the reasonable notice and opportunity to cure. Notwithstanding the occurrence of any of the foregoing events or circumstances, a resignation shall not be deemed to constitute resignation for Good Reason unless (x) Employee gives Employer written notice of the purported Good Reason not more than 60 days after the initial existence of such event or circumstance, (y) such event or circumstance has not been cured within 30 days following Employer’s receipt of such notice and (z) if Employer does not cure such circumstance, Employee actually terminates their employment not more than 30 days following the end of the applicable cure period.
With or Without Good Reason. 1. You may terminate your employment for Good Reason or without Good Reason, by providing not less than 30 days’ prior written notice of such termination to the Company, and, if such notice is properly given, your employment hereunder will terminate as of the close of business on the 30th day after such notice is deemed to have been given or such later date as is specified in such notice.
2. Notwithstanding the foregoing, as a condition precedent to terminate your employment for Good Reason, you must give written notice of the circumstances constituting Good Reason to the Company within 90 days of the occurrence of the circumstances constituting Good Reason and the Company must fail to cure such Good Reason circumstances within 30 days of such notice, in which case your termination will be effective, once proper notice is given to the Company, as provided in Section 4(b)(1), if such notice is provided within 30 days after the Company’s cure period ends.
With or Without Good Reason. The Executive's employment may be --------------------------- terminated by the Executive with or without Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without the Executive's prior written consent, a material breach by the Company of this Agreement (and without limitation, any breach by the Company of its obligations pursuant to the last sentence of Section 2(a)(i) hereof shall be a material breach), other than a breach which is remedied by the Company within 30 days after receipt of notice thereof given by the Executive.
With or Without Good Reason. Executive may terminate his employment with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without Executive’s express written consent: (i) a reduction in Executive’s Base Salary or a material reduction or discontinuance of any material benefit plan; (ii) a failure to award an Incentive Bonus to Executive in an amount equal to at least 75% of Executive’s Target Bonus Opportunity for any Performance Year ending after December 31, 2006; (iii) a failure on the part of the Company to grant or cause to be granted to Executive the Equity Award as previously discussed; (iv) any change in the position, duties, responsibilities (including reporting responsibilities) or status of Executive that is inconsistent and adverse to Executive in any material respect with Executive’s position, duties, responsibilities or status with or to the Company as a public company as of the Effective Date (including Executive not serving as the Chief Financial Officer of the Company); (v) a requirement by the Company that Executive be based in an office that is located more than 25 miles from Executive’s principal place of employment as of the Effective Date; or (vi) any material failure on the part of the Company to comply with and satisfy the terms of this Agreement; provided, that a termination by Executive with Good Reason shall be effective only if Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after Executive first learns of the existence of the circumstances giving rise to Good Reason and within thirty (30) days following delivery of such Notice of Termination for Good Reason, the Company has failed to cure the circumstances giving rise to Good Reason to the reasonable satisfaction of Executive; provided further, that Executive shall not be required to deliver to the Company a Notice of Termination within ninety (90) days after Executive first learns of the existence of circumstances giving rise to Good Reason pursuant to clause (iv) above.
With or Without Good Reason. The Executive may terminate his employment for any reason by providing not less than thirty (30) days' prior written notice of such termination to the Company. If such notice is properly given, the Executive's employment hereunder will terminate as of the close of business on the thirtieth (30th) day after such notice is deemed to have been given or such other date as mutually agreed by the Parties.
With or Without Good Reason. The Executive may terminate his employment under this Agreement with or without Good Reason (as defined below) at any time during either the Initial Employment Term or any extension thereof under Section 2. Upon any termination of the Executive’s employment under this Section 5.3, the Company’s sole compensation obligation (solely for purposes of and with respect to this Agreement and the Executive’s employment with the Company or any of its direct or indirect subsidiaries), if any, shall be as provided under Section 7.2 (if the termination is without Good Reason) or Section 7.3 (if the termination is with Good Reason). In the event that the Executive fails, without good cause, to follow the procedures for notice and cure provided in this Section 5.3 and the Executive’s employment under this Agreement in fact terminates at the initiation of the Executive, such termination shall be deemed a termination by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following to which the Executive shall not consent in writing: (i) a reduction in the Executive’s Base Salary, (ii) a reduction in the Executive’s annual Bonus Opportunity (as defined in Section 3.2(a)), including a material change in the individual performance goals applicable to the Executive’s annual Bonus Opportunity that (A) as of the date of such change, makes achievement of those goals highly unlikely even if the Executive performs his obligations under this Agreement, and (B) would result in a reduction in the annual Bonus Opportunity, (iii) a relocation of the Executive’s primary place of employment to a location more than fifty (50) miles from his place of employment as described in Section 1, (iv) the reassignment of the Executive to a position that is not the Chancellor of South University and its subsidiaries, or an executive officer level position or the assignment of duties that are not consistent with such positions, (v) a material change in the control or structure of the Company, the University or their subsidiaries which would either (A) materially and adversely affect the opportunity of the Executive to develop and implement the “Health Profession Programs” contemplated by the Purchase Agreement or (B) materially diminish the responsibilities, duties, scope or authority of the Executive’s position as Chancellor of South University from that in effect as of the Effective Date, (vi) a material breach of this Agreement by the Company, (vi...
