For Good Reason definition
For Good Reason as defined in Section 6.4.
For Good Reason shall have the meaning set forth in Section 6.4.
For Good Reason means any voluntary termination by written resignation of the Active Status of a Participant after a Change of Control because of: (1) a material reduction in the Partner’s authority, responsibilities or scope of employment; (2) an assignment of duties to the Partner materially inconsistent with the Partner’s role at the Company (including its Subsidiaries) prior to the Change of Control, (3) a material reduction in the Partner’s base salary or total incentive compensation; (4) a material reduction in the Partner’s benefits unless such reduction applies to all Partners of comparable rank; or (5) the relocation of the Partner’s primary work location more than 50 miles from the Partner’s primary work location prior to the Change of Control. Notwithstanding the foregoing, a Participant shall not be deemed to have Resigned for Good Reason unless the Participant, within one year after a Change of Control, (i) notifies the Company of the existence of the condition giving rise to a Resignation for Good Reason within 90 days of the initial existence of such condition, (ii) gives the Company at least 30 days following the date on which the Company receives such notice (and prior to termination) in which to remedy the condition, and (iii) if the Company does not remedy such condition within such 30-day period, actually terminates employment within 60 days after the expiration of such 30-day period (and before the Company remedies such condition). If the Company remedies such condition within such 30-day period (or at any time prior to the Participant’s actual termination), then any Resignation for Good Reason by the Participant on account of such condition will not be a Resignation for Good Reason.
Examples of For Good Reason in a sentence
If the Executive terminates his employment hereunder For Good Reason within one year following a Change of Control, he shall receive the same compensation and benefits upon termination that he would receive if he were terminated Without Cause within one year following a Change of Control as specified in Section 7(d)(ii).
If the Executive terminates his employment hereunder For Good Reason and not within one year following a Change of Control, then he shall receive the same compensation and benefits upon termination (including accelerated vesting of equity awards) that he would receive if he were terminated Without Cause and not within one year following a Change of Control as specified in Section 7(d)(i).
If the Executive terminates his employment hereunder other than For Good Reason, then all compensation and benefits payable to the Executive shall cease on the date of termination; provided, however, that the Bank shall pay to the Executive within 60 days of the date of termination any accrued but unpaid compensation, including accrued annual bonus, if any, which otherwise would have been payable to the Executive through the date of termination.
More Definitions of For Good Reason
For Good Reason means the Grantee’s termination of employment with the Company as a result of the initial occurrence, without the Grantee’s consent, of one or more of the following events:
For Good Reason is defined in Section 6.4.
For Good Reason means: (a) the Employer’s material breach of this Agreement; or (b) a material reduction in Executive’s position, duties and responsibilities from those described in Section 2.3 of this Agreement.
For Good Reason means (i) a material diminution in the Executive’s Base Salary or Target Annual Cash Bonus, (ii) a material diminution in Executive’s title, authority, duties and responsibilities as compared to Executive’s title, authority, duties and responsibilities measured immediately after the Effective Date, (iii) any requirement that the Executive report to anyone but (A) the Chief Executive Officer of the ultimate parent entity, or (B) if the Company becomes a subsidiary or a division of another entity, the most senior executive of such subsidiary or division, (iv) any material breach by the Company or related entities of this Agreement or the Executive’s other agreements with the Company or related entities, (v) the failure of any successor to all or substantially all of the Company’s business or assets to promptly assume and continue this Agreement, whether contractually or as a matter of law, within fifteen (15) days of the transaction which gives rise to the successor’s rights in this Agreement and (v) any requirement by the Company that Executive relocate his personal residence to any city more than 50 miles from Raleigh, North Carolina. The Company and Executive agree that Executive’s position will have certain expanded duties (the “Public Company Duties”) solely as a result of the Company’s IPO and subsequent status as a publicly traded company (e.g., investor relations, earnings calls, Board and Board committee administration, regulatory filings with the Securities and Exchange Commission). For the avoidance of doubt, the Company and Executive agree that Executive’s resignation under Section 3.2(b)(i) shall not be deemed “For Good Reason” solely as a result of the Company reducing or eliminating the Executive’s Public Company Duties, without changing Executive’s title, compensation and other authorities and duties, at any time before the second anniversary of the IPO as a result of Executive failing to adequately perform such Public Company Duties. Notwithstanding the foregoing, no event shall be a Good Reason event unless the Executive gives the Company written notice thereof within ninety (90) days of the first occurrence thereof, the Company does not cure such event within thirty (30) days of the giving of such notice and the Executive does not terminate employment prior to sixty (60) days after the end of the cure period.
For Good Reason. For purposes of this Agreement, the phrase "for good reason" and variations of it shall mean because of:
(A) Employer's assignment of Executive, without his consent, to a position, responsibilities or duties of any materially lesser status or degree of responsibility or authority than his position, responsibilities or duties at the Effective Date; or
(B) Employer's diminution of, or refusal to pay when due, Executive's Salary under paragraph no. 4(a)(i), above, or any Bonus awarded to Executive under paragraph no. 4(b), above, (provided that, in the case of any such Bonus only, any conditions placed upon the payment of same have been satisfied); or
(C) Employer's material diminution of the aggregate of Executive's Benefits under paragraph no. 4(a)(ii), above, or of the aggregate of Executive's vacations, holidays and sick leave under paragraph no. 4(c), above;
(D) Employer's material reduction or diminution of the conditions of Executive's employment including, without limitation, Employer's failure to provide Executive with office, secretarial services and such other facilities and support services as are reasonably appropriate and necessary for the performance of Executive's duties under this Agreement.
(E) Any Change in Control as defined in paragraph no. 8(a)(i), above.
For Good Reason shall have the following meaning:
For Good Reason means the Optionee’s termination of employment with the Company as a result of the initial occurrence, without the Optionee’s consent, of one or more of the following events: