Xxxxxx for Good Reason Sample Clauses

Xxxxxx for Good Reason. If Xx. Xxxxxx’x Employment is terminated by the Company or an Affiliate without Cause or by Xx. Xxxxxx for Good Reason, then Xx. Xxxxxx shall be entitled to receive the following payments and benefits:
Sample 1
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Xxxxxx for Good Reason. In the event of termination of employment during the Term pursuant to Sections 5(b) or 5(c) or at the expiration of the Term following Sun's provision to Xx. Xxxxxx of a notice of non-extension, as provided in Section 1, Xx. Xxxxxx shall be entitled to a lump sum severance payment in the amount equal to the greater of: (i) the unpaid and unearned portion of his Base Salary for the remainder of the Term (without regard to any acceleration of the expiration of the Term as a result of such termination) or (ii) two (2) year's Base Salary or, in the event such termination occurs on or within two years following the date of a Change in Control, three (3) year's Base Salary. Notwithstanding the foregoing, Xx. Xxxxxx' right to receive the severance payment hereunder shall be conditioned upon his execution of a release in favor of Sun, which shall not be inconsistent with the terms of this Agreement. Mr. Matros shall also be entitled to any earned but unpaid Bonus pursuant to Section 3(b) through the date of termination and payment of any accrued paid time off pursuant to Section 3(e) in accordance with Company policy. Xx. Xxxxxx' participation in any other retirement and benefit plans and perquisites (including, but not limited to, his car allowance) shall cease as of the date of termination, except Xx. Xxxxxx and his eligible dependents (as determined under Sun's health plan) shall be entitled to continuing coverage under Sun's health plans on the same basis as active employees until the earlier of (i) the first anniversary of the date of termination or (ii) the date of Xx. Xxxxxx or his eligible dependents become eligible to participate in a plan of a successor employer. A termination of Xx. Xxxxxx' employment during the Term without Good Cause (other than by reason of his death or Disability) within six (6) months preceding a Change in Control shall be treated as if such termination occurred on the date of such Change in Control if it is reasonably demonstrated that the termination was at the request of the third party who has taken steps reasonably calculated to effect such Change in Control or otherwise arose in connection with or in anticipation of such Change in Control.
Sample 1
Xxxxxx for Good Reason. Xx. Xxxxxx'x employment may be terminated by Xx. Xxxxxx during the Term of Employment for Good Reason if, (i) within 60 days of the date of occurrence of a triggering event, Xx. Xxxxxx notifies the Bank in writing of his intention to treat such event as Good Reason, (ii) within 30 days following receipt of such notice provided for in (i), the Bank fails to cure the triggering event and (iii) within 30 days following the expiration of the 30 day period described in (ii), Xx. Xxxxxx voluntarily terminates his employment by giving written notice to the Bank.
Sample 1
Xxxxxx for Good Reason. In the event of a termination of Xx. Xxxxxx’ employment either: (i) during the Term pursuant to Sections 5(b) or 5(c), or (ii) at the expiration of the Term following Sun’s provision to Xx. Xxxxxx of a notice of non-extension, as provided in Section 1, provided that Xx. Xxxxxx was willing and able to execute a new employment agreement providing terms and conditions substantially similar to this Agreement and to continue providing services to Sun, Xx. Xxxxxx shall be entitled to the following payments and benefits:
Sample 1
Xxxxxx for Good Reason. If, during the first year of this Agreement, the Company breaches this Agreement by terminating the Employment Term other than pursuant to Subsections (a) (cause), (b) (death), or (c) (disability) of Section 5 herein, including but not limited to termination without “cause” (as such term is defined in Subsection (a) of Section 5 herein), or if Xx. Xxxxxx terminates the Employment Term for Good Reason, as such term is defined in Subsection (d)(i) of Section 5 herein (other than due to a Change in Control, as hereinafter defined), then the Company shall pay as severance compensation to Xx. Xxxxxx an amount equal to three (3) months of Xx. Xxxxxx’x annual base salary in effect as of the Date of Termination, payable by continuing Xx. Xxxxxx’x regular salary at the regular bi-weekly payment intervals for a period of thirteen weeks after the Date of Termination or after notice of non-extension by the Company, until the aggregate amount payable has been paid. If, after the first year of this Agreement, the Company breaches this Agreement by terminating the Employment Term other than pursuant to Subsections (a) (cause), (b) (death), or (c) (disability) of Section 5 herein, including but not limited to termination without “cause” (as such term is defined in Subsection (a) of Section 5 herein), or if Xx. Xxxxxx terminates the Employment Term for Good Reason, as such term is defined in Subsection (d)(i) of Section 5 herein (other than due to a Change in Control, as hereinafter defined), then the Company shall pay as severance compensation to Xx. Xxxxxx an amount equal to one-half of Xx. Xxxxxx’x annual base salary in effect as of the Date of Termination, payable by continuing Xx. Xxxxxx’x regular salary at the regular bi-weekly payment intervals for a period of twenty-six weeks after the Date of Termination, until the aggregate amount payable has been paid. Such severance compensation shall not be subject to mitigation or offset due to other earnings of Xx. Xxxxxx.
Sample 1
Xxxxxx for Good Reason. If ------------------------------------------------------------------ CHRI terminates Xx. Xxxxxx'x employment without Cause pursuant to Section 5(b), or Xx. Xxxxxx terminates his employment for Good Reason pursuant to Section 5(c), Xx. Xxxxxx shall be entitled to receive, in addition to the items referenced in Section 6(a), (i) early termination pay (the "Early Termination Payment") comprised of a pro-rated Bonus based upon the goals achieved by Xx. Xxxxxx during the fiscal year in which the termination occurs, plus an amount equal to the lesser of (A) the Base Salary for a twelve
Sample 1

Related to Xxxxxx for Good Reason

  • For Good Reason If terminated by Executive for Good Reason, upon written notice by Executive to Company that Executive is terminating Executive’s employment for Good Reason and that sets forth the factual basis supporting the Good Reason, which termination shall be effective 30 days after the date of such notice, or such earlier date as specified in writing by the Company in its sole discretion during such 30-day period. For the avoidance of doubt, such termination shall not constitute a termination for Good Reason if Company cures the conditions identified in Executive’s notice as provided in Section 3(d)(iii).

  • Termination for Good Reason Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:

  • Termination by You for Good Reason Upon the occurrence of a “Good Reason” event, you may terminate your employment pursuant to this Agreement by providing a notice of termination for Good Reason to Tyson within no more than seven (7) days of the Good Reason event and providing Tyson thirty (30) days following receipt of such notice to cure the Good Reason event. If Tyson cures the Good Reason event within such 30 day period, you may not terminate your employment for Good Reason, but may voluntarily resign pursuant to Section 3(d) below. If Tyson fails to cure the Good Reason event within such 30 day period, your termination of employment will be effective under this Section 3(c). For purposes of the Agreement, you will be treated as having terminated for “Good Reason” if you terminate employment after having been demoted to a less senior Band than that in which you were employed when executing this Agreement or to a position not covered by a Band, which Tyson does not cure by restoring you to your former Band.

  • By Employee for Good Reason Employee may terminate her employment at any time for Good Reason; provided that Employee notifies promptly Employer of any act or omission that she asserts to constitute Good Reason and Employer fails to take reasonable steps to cure such breach within 30 days. For purposes of this Agreement, "Good Reason" shall mean:

  • With Good Reason In the event that Executive terminates the Term or resigns from Executive’s employment hereunder with Good Reason, the Company shall pay to Executive the amounts, and Executive shall, subject to Section 3(i), be entitled to such benefits (including without limitation any vesting of unvested shares under any Equity Grant), that would have been payable to Executive or which Executive would have received had the Term and Executive’s employment been terminated by the Company without Cause pursuant to Section 3(d)(ii).

  • Without Cause; For Good Reason If the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for Good Reason before expiration of the Term, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 18 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

  • Without Good Reason Upon thirty (30) days’ prior written notice by the Employee to the Company of the Employee’s voluntary termination of employment without Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice date).

  • Voluntary Termination for Good Reason “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • Termination for Good Reason or Without Cause If the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, or (b) by the Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the Executive shall be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05.

  • Other than for Good Reason If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) his Annual Base Salary through the Date of Termination, (y) the amount of any compensation previously deferred by the Executive, and (z) Other Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

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