Separation for Good Reason definition

Separation for Good Reason means your voluntary resignation from the Company and the existence of one or more of the following conditions that arose without your consent: (i) a material change in the geographic location at which you are required to perform services, such that your commute between home and your primary job site increases by more than 30 miles, or (ii) a material diminution in your authority, duties or responsibilities or a material diminution in your base compensation or incentive compensation opportunities; provided, however, that a voluntary resignation from the Company shall not be considered a Separation for Good Reason unless you provide the Company with notice, in writing, of your voluntary resignation and the existence of the condition(s) giving rise to the separation within 90 days of its initial existence. The Company will then have 30 days to remedy the condition, in which case you will not be deemed to have incurred a Separation for Good Reason. In the event the Company fails to cure the condition within the 30 day period, your Termination Date shall occur on the 31st day following the Company’s receipt of such written notice.
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Separation for Good Reason means, except as otherwise approved by the Board of Directors of the Company or the Remuneration Committee of the Company, as applicable, and communicated to a Participant in writing by the Chief Executive Officer of the Company or the Chair of the Remuneration Committee, your voluntary resignation from the Company and the existence of one or more of the following conditions that arose without your consent: (i) a material change in the geographic location at which you are required to perform services, such that your commute between home and your primary job site increases by more than 30 miles, or (ii) a material diminution in your authority, duties or responsibilities or a material diminution in your base compensation or incentive compensation opportunities; provided, however, that a voluntary resignation from the Company shall not be considered a Separation for Good Reason unless you provide the Company with notice, in writing, of your voluntary resignation and the existence of the condition(s) giving rise to the separation within 90 days of its initial existence. The Company will then have 30 days to remedy the condition, in which case you will not be deemed to have incurred a Separation for Good Reason. In the event the Company fails to cure the condition within the 30 day period, your Termination Date shall occur on the 31st day following the Company’s receipt of such written notice. Very truly yours, Print Name:_______________________________
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Separation for Good Reason means your voluntary resignation (or any legal act having the same consequence, such as amicable termination or constructive dismissal) from the Company on the ground of one or more of the following conditions that arose without your consent: (i) a material change in the geographic location at which you are required to perform services, such that your commute between home and your primary job site increases by more than 30 miles, or (ii) a material diminution in your authority, duties or responsibilities or a material diminution in your base compensation or incentive compensation opportunities; provided, however, that a voluntary resignation from the Company (or any legal act having the same consequence, such as a constructive dismissal) shall not be considered a Separation for Good Reason unless you provide the Company with notice, in writing, of your voluntary resignation and the existence of the condition(s) giving rise to the separation within 90 days of its initial existence. The Company will then have 30 days to remedy the condition, in which case you will not be deemed to have incurred a Separation for Good Reason. In the event the Company fails to cure the condition within the 30 day period, your Termination Date shall occur on the 31st day following the Company’s receipt of such written notice.
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Examples of Separation for Good Reason in a sentence

  • If your Termination Date occurs by reason of a Termination without Cause or a Separation for Good Reason on or after a Change in Control (as defined in the Plan and as such definition may be amended hereafter) and prior to the two (2) year anniversary of the Change in Control, all Restricted Stock Units awarded under Section 1.1 that have not vested or been forfeited prior to such Termination Date shall become fully vested.


More Definitions of Separation for Good Reason

Separation for Good Reason means, except as otherwise approved by the Board of Directors of the Company or the Remuneration Committee of the Company, as applicable, and communicated to a Participant in writing by the Chief Executive Officer of the Company or the Chair of the Remuneration Committee, your voluntary resignation from the Company and the existence of one or more of the following conditions that arose without your consent: (i) a material change in the geographic location at which you are required to perform services, such that your commute between home and your primary job site increases by more than 30 miles, or (ii) a material diminution in your authority, duties or responsibilities or a material diminution in your base compensation or incentive compensation opportunities; provided, however, that a voluntary resignation from the Company shall not be considered a Separation for Good Reason unless you provide the Company with notice, in writing, of your voluntary resignation and the existence of the condition(s) giving rise to the separation within 90 days of its initial existence. The Company will then have 30 days to remedy the condition, in which case you will not be deemed to have incurred a Separation for Good Reason. In the event the Company fails to cure the condition within the 30 day period, your Termination Date shall occur on the 31st day following the Company’s receipt of such written notice. Very truly yours, Print Name:_______________________________ Title:____________________________________ XXXXXXX COMPANY PLC NONQUALIFIED STOCK OPTION AGREEMENT (Under the Xxxxxxx Company plc 2013 Long-Term Incentive Plan) TO: «First_Name» «Last_Name» RE: Notice of Amendment of Nonqualified Stock Option Award This is to notify you that Xxxxxxx Company plc (the “Company”) has amended the Nonqualified Stock Option granted to you under the Xxxxxxx Company plc 2013 Long-Term Incentive Plan (the “Plan”) on __________ (the “Grant Date”). The Award consisted of a nonqualified stock option to purchase ______ shares at a per share price of $_________ as described in the Nonqualified Stock Option Agreement (the “Agreement”) for the Award. Effective as of June 14, 2017, a new Section 1.4 is added to the Agreement to read as follows:
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Separation for Good Reason means the Executive’s resignation for “Good Reason,” in each case, as defined in this Agreement, respectively, and (iii) in the event of the Executive’s “Termination without Cause” or “Separation for Good Reason” under the RSU Agreement, other than on or after a Change in Control and prior to the two year anniversary of the Change in Control, a pro-rata portion of his Sign-On RSUs will become vested, such portion equal to the total number of Sign-On RSUs multiplied by a fraction equal to the number of days between the Effective Date and the Date of Termination, divided by 730. For the avoidance of doubt, in the event of Executive’s “Termination without Cause” or “Separation for Good Reason” under the RSU Agreement on or after a Change in Control and prior to the two year anniversary of the Change in Control, Section 1.3(c) of the RSU Agreement shall apply.
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Separation for Good Reason means, except as otherwise approved by the Board of Directors of the Company or the Remuneration Committee of the Company, as applicable, and communicated to an Eligible Employee in writing by the Chief Executive Officer of the Company or the Chair of the Remuneration Committee, an Eligible Employee’s voluntary resignation from the Employer and the existence of one or more of the following conditions that arose without the Eligible Employee’s consent: (i) a Relocation, or (ii) a Significant Reduction in Scope or Base Compensation; provided, however, that a voluntary resignation from the Employer shall not be considered a Separation for Good Reason unless the Eligible Employee provides his/her Employer notice, in writing, of the Eligible Employee’s voluntary resignation and the existence of the condition(s) giving rise to the separation within ninety (90) days of its initial existence. The Employer shall then have thirty (30) days to remedy the condition, in which case the Eligible Employee shall not be deemed to have incurred a Separation for Good Reason. In the event the Employer fails to cure the condition within the thirty (30) day period, the Eligible Employee’s Severance Date shall occur on the thirty-first (31st) day following his/her Employer’s receipt of such written notice.
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Separation for Good Reason means your voluntary resignation from the Company and the existence of one or more of the following conditions that arose without your consent: (i) a material change in the geographic location at which you are required to perform services, such that your commute between home and your primary job site increases by more than 30 miles, or (ii) a material diminution in your authority, duties or responsibilities or a material diminution in your base compensation or incentive compensation opportunities; provided, however, that a voluntary resignation from the Company shall not be considered a Separation for Good Reason unless you provide the Company with notice, in writing, of your voluntary resignation and the existence of the condition
Sample 1
Separation for Good Reason means your voluntary resignation from the Company and the existence of one or more of the following conditions that arose without your consent: (i) a material change in the geographic location at which you are required to perform (Employee Univ rTSR) Page 2 of 54 services, such that your commute between home and your primary job site increases by more than 30 miles, or (ii) a material diminution in your authority, duties or responsibilities or a material diminution in your base compensation or incentive compensation opportunities; provided, however, that a voluntary resignation from the Company shall not be considered a Separation for Good Reason unless you provide the Company with notice, in writing, of your voluntary resignation and the existence of the condition(s) giving rise to the separation within 90 days of its initial existence. The Company will then have 30 days to remedy the condition, in which case you will not be deemed to have incurred a Separation for Good Reason. In the event the Company fails to cure the condition within the 30 day period, your Termination Date shall occur on the 31st day following the Company’s receipt of such written notice.
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Related to Separation for Good Reason

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

  • Voluntary Termination for Good Reason means that the Executive voluntarily terminates his employment after any of the following are undertaken without Executive’s express written consent:

  • Resignation for Good Reason means Executive’s resignation from all employee positions Executive then holds with the Company within sixty (60) days following any of the following events taken without Executive’s consent, provided Executive has given the Company written notice of such event within thirty (30) days after the first occurrence of such event and the Company has not cured such event within thirty (30) days thereafter:

  • For Good Reason as defined in Section 6.4.

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

  • Good Reason means:

  • 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:

  • Termination for Just Cause means termination because of Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement.

  • 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.

  • 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.

  • Termination for Cause or "Cause" shall mean termination because of the Executive's personal dishonesty, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, conviction of a felony with respect to the Bank or the Company or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on the Executive's part shall be "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

  • Constructive Termination Without Cause means the termination of the Executive’s employment at his initiative after, without the Executive’s prior written consent, one or more of the following events:

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

  • Constructive Termination means:

  • 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.

  • 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.

  • Just Cause means:

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge by the Company other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.

  • Voluntary Termination means the termination by Executive of Executive's employment following a Change in Control which is not the result of any of clauses (i) through (v) set forth in the definition of Involuntary Termination above.

  • 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.

  • 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.

  • Nonqualifying Termination means a termination of the Executive’s employment (1) by the Company for Cause, (2) by the Executive for any reason other than a Good Reason, (3) as a result of the Executive’s death or (4) by the Company due to the Executive’s absence from his duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness.

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • For Cause means:

  • Qualifying Termination means a termination of Executive’s employment (i) by the Company other than for Cause or (ii) by Executive for Good Reason. Termination of Executive’s employment on account of death, Disability or Retirement shall not be treated as a Qualifying Termination.

  • Termination Without Cause means the termination of the Employee’s employment by the Employer for any reason other than (i) Termination With Cause, or (ii) a termination by the Employer due to the Employee’s death or disability.