Resigns for Good Reason means a resignation following: (1) a substantial change in Employee's authority or responsibilities; (2) a substantial reduction in Employee's salary or benefits; (3) failure of a successor entity to agree to the terms of this Contract; or (4) a requirement for the Employee to relocate.
Resigns for Good Reason means an Executive resignation caused by and within ninety (90) days following the occurrence of any one of the following: (i) an action is taken by the Company or IMCO which results in a material diminution in the position or status of the Executive with the Company or IMCO immediately prior to said action, except in connection with a termination of the Executive's employment as a result of the Executive's Total Disability or for Cause; (ii) an assignment of the Executive by the Company or IMCO to inappropriate duties; (iii) a transfer or proposed transfer of Executive for a consecutive period in excess of six months to a location outside the Dallas/Fort Worth, Texas metropolitan area, without the Executive's prior written consent; (iv) the Company (A) reduces the annual base salary of the Executive, or (B) modifies in any respect the formula or method of calculation of the "target incentive award" (or any successor equivalent amount) for the Executive (as previously determined for the Executive for that particular fiscal year) which modification would result in such target incentive award amount (or any such equivalent amount) being reduced, in either case without the Executive's prior written consent; (v) the failure of the Company or IMCO to obtain the express written assumption and agreement to timely perform the Company's obligations under this Agreement by any successor to the Company as required by Article IX; (vi) a purported termination by the Company or IMCO of this Agreement other than in accordance with this Agreement or (vii) without limiting the generality or effect of the foregoing, the Company's or IMCO's failure to materially comply with any of its principal obligations hereunder, unless such failure is waived in writing by the Executive. Notwithstanding anything else to the contrary herein, the Executive may not Resign for Good Reason for the occurrences identified in this Section 5.1(e)(i), (ii), (iii), (iv), or (vii), unless the Company has failed to cure the violation after the Executive has given the Company written notice identifying the violation. The Company shall have five (5) days from receipt of the written notice to cure the violation or, if the violation requires a longer period to cure, the Company pursues a course of action that causes the default to be cured within a reasonable period of time. A determination by the Executive that he may Resign for Good Reason shall be conclusive if made in good faith.
Resigns for Good Reason means the termination by Optionee of Optionee's Services or election not to continue to provide such Services for Good Reason. The term "Good Reason" shall mean: [ in the case of an employee, (A) a material, adverse change in the Optionee's authority, duties or responsibilities; (B) a material, adverse change in the authority, duties or responsibilities of the Optionee's supervisor (including, for example, requiring the Optionee to report to another officer, instead of the Board); (C) a material reduction in the Optionee's base salary or a material reduction in the Optionee's bonus opportunity, equity compensation or other material component of overall compensation; (D) a material reduction in Optionee's indemnification rights, directors and officers insurance coverage, (E) a relocation of the Optionee's principal place of employment by more than ten (10) miles; or (F) the employer's material breach of the Optionee's employment agreement;][in the case of a consultant: (A) any material, adverse change in the Optionee's compensation or work arrangements under the control of the Company, (B) any reduction in Optionee's indemnification rights and/or insurance coverage if such rights or coverage are a contractual obligation of the Company for the benefit of the consultant, or (C) any material, adverse change under the control of the Company in the manner or location required for the performance of Optionee's Services)]; provided, however, that Optionee shall give written notice to the Company or the successor entity of any events giving that would constitute Good Reason within ninety (90) days of date on which such facts or events arise, the Company or such successor shall have not less than thirty (30) days' opportunity to cure, and Optionee shall terminate his or her [employment/consultancy] not later than thirty (30) days of the failure of the Company or such successor to timely cure.
Examples of Resigns for Good Reason in a sentence
If the Company terminates the Executive’s employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to section 12 hereof: a.
If the Executive’s employment hereunder shall be terminated by the Company, other than for death, Cause or disability, or the Executive Resigns for Good Reason, the Company agrees to pay as a severance pay an amount equal to the Salary which would have been payable over the remaining term of this Agreement or, if such remaining term is less than twelve (12) months, then for a period of twelve (12) months immediately following the termination.
If Employee's employment is terminated by the Company without Cause, or Employee Resigns for Good Reason, within 30 days following the date of such termination of employment, the Company shall pay Employee the Accrued Amount as of the date of such termination, and in addition, the Company shall make a cash lump sum payment to Employee equal to the sum of (x) the greater of the amount described in (i) or (ii) below, plus (y) the "Gross-Up Payment," as defined and more fully provided for in Section 18(g).
If in the twenty-four (24) month period following a Change in Control, Executive (i) Resigns for Good Reason or (ii) is otherwise Terminated Without Cause, the Bank shall pay to Executive a lump sum payment equal to eighteen (18) months base salary then in effect.
If the ---------------------------------------------------------- Executive Resigns for Good Reason after a Change in Control, the Executive's employment with the Company will terminate twenty-one (21) days after the Executive has notified the Company of his resignation.
More Definitions of Resigns for Good Reason
Resigns for Good Reason means a Participant's resignation caused by, and within ninety (90) days after the occurrence of, any one of the following: (i) an action is taken by the Company which results in a material diminution in the position or status of the Participant with the Company immediately prior to said action, except in connection with a termination of the Participant's employment as a result of the Participant's Disability or for Cause; (ii) a transfer or proposed transfer of the Participant to a location outside of the Participant's city of residence immediately prior to such transfer, without the Participant's prior written consent; or (iii) the Company reduces the annual base salary of the Participant, unless such decrease is the result of a general reduction affecting the annual base salaries of sixty percent (60%) or more of the then similarly situated employees of the Company; provided that the Company has failed to rescind or -------- remedy the action or occurrence prompting such resignation within five (5) days (or if it requires a longer period, a reasonable period of time) after the Participant has given the Company written notice identifying such action or occurrence.
Resigns for Good Reason during the Term of the Agreement, following a "Change of Control".
Resigns for Good Reason means the termination by Optionee of Optionee’s Services or election not to continue to provide such Services for Good Reason. The term “Good Reason” shall mean in the case of a Director: (A) any material, adverse change in the Optionee’s compensation or work arrangements as a Director under the control of the Company, (B) any reduction in Optionee’s indemnification rights and/or insurance coverage if such rights or coverage are a contractual obligation of the Company for the benefit of the consultant, or (C) any material, adverse change under the control of the Company in the manner or location required for the performance of Optionee’s Services as a Director; provided, however, that Optionee shall give written notice to the Company or the successor entity of any events giving that would constitute Good Reason within ninety (90) days of date on which such facts or events arise, the Company or such successor shall have not less than thirty (30) days’ opportunity to cure, and Optionee shall terminate his or her service as a Director not later than thirty (30) days of the failure of the Company or such successor to timely cure.
Resigns for Good Reason means an Executive resignation caused by and within ninety (90) days following the occurrence of any one of the following: (i) a transfer or proposed transfer of Executive for a consecutive period in excess of six months to a location outside the Dallas/Fort Worth, Texas metropolitan area, without the Executive’s prior written consent; (ii) the Company reduces the annual base salary of the Executive without the Executive’s prior written consent; (iii) the failure of the Company or IMCO to obtain the express written assumption and agreement to timely perform the Company’s obligations under this Agreement by any successor to the Company as required by Article IX; or (iv) without limiting the generality or effect of the foregoing, the Company’s or IMCO’s failure to materially comply with any of its principal obligations hereunder, unless such failure is caused by Executive’s breach of the terms of this Agreement, or unless such failure to comply is waived in writing by the Executive. Notwithstanding anything else to the contrary herein, the Executive may not Resign for Good Reason for the occurrences identified in this Section 5.1(e)(i), (ii), or (iv), unless the Company has failed to cure the violation after the Executive has given the Company written notice identifying the violation. The Company shall have five (5) days from receipt of the written notice to cure the violation or, if the violation requires a longer period to cure, the Company pursues a course of action that causes the default to be cured within a reasonable period of time.
Resigns for Good Reason is defined as a resignation based on:
(1) a material reduction in Employee's duties and responsibilities as set forth in this Agreement;
(2) the assignment to Employee of any significant duties inconsistent with his status as an executive officer of the Company;
(3) a reduction by the Company in Employee's Base Salary by greater than 5%, except to the extent the base salaries of other executive officers of the Company are also reduced; or
(4) a relocation of Employee's or the Company's principal executive offices to a location 50 miles or more from the Company's current principal executive offices; or
(5) Company's material breach of this Agreement. Notwithstanding the foregoing, an event described in Section 12(d)(ii)(1)-(4) shall not constitute Good Reason unless it is communicated in writing within 90 days of the event giving rise to the claim by Employee to the Company or its successor and unless it is not corrected by the Company or its successor in a manner that is reasonably satisfactory to Employee within 30 days of the Company's receipt of such written notice.
Resigns for Good Reason means that a Participant has resigned ----------------------- after a Change in Control for good reason (or the analogous concept) set forth in the Participant's written employment agreement. If the employee does not have a written employment agreement or that agreement does not define "good reason" or an analogous term, good reason shall mean the following as determined by the Committee:
Resigns for Good Reason means the termination by Recipient of Recipient’s Services or election not to continue to provide such Services for Good Reason. The term “Good Reason” shall mean: [in the case of an employee, (A) a material, adverse change in the Recipient’s authority, duties or responsibilities; (B) a material, adverse change in the authority, duties or responsibilities of the Recipient's supervisor (including, for example, requiring the Recipient to report to another officer, instead of the Board); (C) a material reduction in the Recipient's base salary or a material reduction in the Recipient’s bonus opportunity, equity compensation or other material component of overall compensation; (D) a material reduction in Recipient’s indemnification rights, directors and officers insurance coverage, (E) a relocation of the Recipient's principal place of employment by more than ten (10) miles; or (F) the employer's material breach of the Recipient’s employment agreement;][in the case of a consultant: (A) any material, adverse change in the Recipient’s compensation or work arrangements, (B) any reduction in Recipient’s indemnification rights and/or insurance coverage, or