Executive Good Reason definition

Executive Good Reason means (i) Executive is removed as President and CEO of the Company or Holdings or is assigned duties inconsistent with those typically assigned to a President and CEO without his consent or (ii) any decrease in the Base Salary and benefits, except for a decrease which is across the board and uniform (in amount and percentage) and less than 15% of such Base Salary.
Sample 1
Executive Good Reason means, without the prior written consent of the Executive (i) any reduction in Base Salary or any agreed upon benefit under this Agreement; provided that the Company may at any time or from time to time amend, modify, suspend or terminate any Base Salary, bonus, incentive compensation or other benefit plan or program provided to the Executive for any reason and without the Executive’s consent if such modification, suspension or termination is consistent with modifications, suspensions or terminations for other senior executive employees of the Company, and provided that any such modification, suspension or termination may reduce the Executive’s Base Salary only if and only for so long as the Company is and remains in breach of one or more covenants of any credit agreements to which the Company is a party, or (ii) a material reduction in the Executive’s responsibilities or duties (other than a change in the number or identity of persons reporting to the Executive or a change requiring the Executive to report to a designated member of the Board) or the title of the Executive as Chief Executive Officer of the Company. Notwithstanding the foregoing, the Executive must provide written notice to the Company of the existence of any condition (or conditions) that the Executive believes constitutes Executive Good Reason within ninety (90) days of the initial existence of such condition (or conditions). Upon receipt by the Company of such notice, the Company will have thirty (30) business days to remedy the condition (or conditions), if remediable. If the Company remedies the condition (or conditions) of which it received notice, then such condition (or conditions) shall not constitute Executive Good Reason for purposes of this Agreement.
Sample 1
Executive Good Reason means (i) Executive is removed as Vice President and General Counsel or is assigned duties inconsistent with those typically assigned to a Vice President and General Counsel without his consent or (ii) an actual decrease in Executive’s Base Salary and benefits, except for a decrease which is across the board and uniform (in amount and percentage) and less than 15% of such Base Salary.
Sample 1

Examples of Executive Good Reason in a sentence

  • Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall, as of the date immediately preceding the date of a Change in Control, automatically give the Executive Good Reason to collect, immediately, full benefits hereunder as a Qualifying Termination.

  • The Company shall have the right to suspend Executive with pay in order to investigate any event which it reasonably believes may provide a basis to terminate Executive’s employment for Cause and such action shall not give Executive Good Reason to terminate his employment.

  • The Employer shall have the right to suspend Executive with pay in order to investigate any event which it reasonably believes may provide a basis to terminate Executive’s employment for Cause and such action shall not give Executive Good Reason to terminate his employment.

  • The failure of Executive to be elected as a member of the Board shall be a breach of this Agreement and shall give Executive Good Reason (as defined below) to terminate his employment hereunder.

  • Notwithstanding the foregoing sentence, Avalon shall be entitled to written notification and opportunity to cure an act, or failure to act, providing the Executive Good Reason for termination no more than two times.

  • The Employer shall have the right to suspend Executive with pay in order to investigate any event which it reasonably believes may provide a basis to terminate Executive's employment for Cause and such action shall not give Executive Good Reason to terminate his employment.

  • Executive may terminate this Agreement and Voluntarily Terminate his employment with the Company with Good Reason upon thirty (30) days' prior written notice to the Company, provided that the Company does not correct the circumstances giving Executive Good Reason during such thirty (30) day period.

  • If the Company remedies the condition (or conditions) of which it received notice, then such condition (or conditions) shall not constitute Executive Good Reason for purposes of this Agreement.

  • If the Company cures the Good Reason condition during the Cure Period as reasonably determined in good faith by the Executive, Good Reason shall be deemed not to have occurred.

  • The Executive may, upon at least five (5) days’ prior written notice to the Company, terminate his employment at any time for Executive Good Reason (as defined below).


More Definitions of Executive Good Reason

Executive Good Reason means, without the prior written consent of the Executive (i) any reduction in Base Salary or any agreed upon benefit under this Agreement; provided that the Company may at any time or from time to time amend, modify, suspend or terminate any Base Salary, bonus, incentive compensation or other benefit plan or program provided to the Executive for any reason and without the Executive’s consent if such modification, suspension or termination is consistent with modifications, suspensions or terminations for other senior executive employees of the Company, and provided that any such modification, suspension or termination may reduce the Executive’s Base Salary only if and only for so long as the Company is and remains in breach of one or more covenants of any credit agreements to which the Company is a party, (ii) a material reduction in the Executive’s responsibilities or duties (other than a change in the number or identity of persons reporting to the Executive) or the title of the Executive as Chief Financial Officer of the Company or (iii) the requirement by the Company or the Board that the Executive relocate his residence more than 35 miles from the Executive’s principal place of employment as of the date of this Agreement (provided that such relocation results in an increase in the Executive’s daily commute). Notwithstanding the foregoing, the Executive must provide written notice to the Company of the existence of any condition (or conditions) that the Executive believes constitutes Executive Good Reason within thirty (30) days of the initial existence of such condition (or conditions). Upon receipt by the Company of such notice, the Company will have ten (10) business days to remedy the condition (or conditions), if remediable. If the Company remedies the condition (or conditions) of which it received notice, then such condition (or conditions) shall not constitute Executive Good Reason for purposes of this Agreement.
Sample 1

Related to Executive Good Reason

  • For Good Reason as defined in Section 6.4.

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • Good Reason means:

  • Voluntary Termination for Good Reason means 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.

  • Without Good Reason means termination of Executive’s employment by Executive other than For Good Reason pursuant to SECTION 3.2(b) below.

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Resignation for Good Reason means a Separation as a result of your resignation within 12 months after one of the following conditions has come into existence without your consent:

  • Qualifying Termination of Employment means a Participant’s Termination of Employment (i) by the Company without Cause or (ii) by the Participant with or without Good Reason or by reason of Retirement.

  • Notice of Termination for Good Reason shall have the meaning set forth in Section 1(t).

  • Employment Termination means the effective date of: (i) Executive’s voluntary termination of employment with the Company with Good Reason, or (ii) the termination of Executive’s employment by the Company without Good Cause.

  • Involuntary Termination of Employment means the Termination of Service by the Company or Subsidiary other than a termination for Cause, or termination of employment by a Participant Employee for Good Reason.

  • Employment Termination Date means, with respect to a Participant, the first day upon which the Participant no longer has an employment or service relationship with the Company or any Related Company.

  • Termination of Employment means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

  • Constructive Termination means:

  • Good Cause means:

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • Good Reason Process means that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

  • Good Reason Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Company, (2) a representation or warranty made by the Company herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Company of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Company by the Dealer Manager.

  • For Cause means:

  • Constructive Termination Without Cause means a termination of the Executive's employment at his initiative as provided in this Section 10(c) following the occurrence, without the Executive's written consent, of one or more of the following events (except as a result of a prior termination):

  • justifiable cause means: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s performance of any act or his failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination of Executive’s employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have been accrued through the date of his termination of employment.

  • Voluntary Termination means termination by the Employee of the Employee's employment with the Company, excluding termination by reason of Employee's death or disability as described in Sections 2.5 and 2.6.

  • Disability or Disabled means that during the Elimination Period and your Own Occupation Period you are, as a result of Physical Disease, Injury, Mental Disorder, Substance Abuse or Pregnancy, unable to perform one or more of the Material Duties of your Own Occupation, and, due to such inability, your Work Earnings are less than 80% of your Indexed Predisability Earnings, and you are incapable of earning 80% or more of your Indexed Predisability Earnings. Your Work Earnings may be Deductible Income. See the “LTD Benefit Calculation” and “Deductible Income” sections.

  • Involuntary Termination means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.

  • Qualifying Termination means a termination of the Executive’s employment either (i) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).

  • Just Cause means: