Termination by Executive for Good Reason means termination by Executive of his employment on 45 days’ written notice given by Executive to Company following the occurrence, without his prior written consent, of any of the following events, unless the Company fully cures all grounds for such termination within 30 days after the Executive’s notice:
(i) any reduction in Executive’s Base Salary or any reduction in Executive’s Annual Bonus opportunity;
(ii) any material failure to timely honor any equity or long-term incentive award unless such award is replaced with compensation of equal value, or any other material breach of any of the Company’s obligations, representations or warranties in this Agreement;
(iii) the assignment to or reduction in scope of, Executive’s duties, responsibilities and position that are materially diminished or inconsistent with Executive’s duties, responsibilities, position and status as an Executive Officer of the Company in the position held by Executive immediately preceding the Change in Control, provided, however, that such determination shall be made without regard to the title or reporting relationship of the new position or assignment;
(iv) following any Change in Control, any relocation of Company’s principal office, or of Executive’s own office as assigned by the Company, to a location more than 50 miles from Trumbull, Connecticut or any significant change in Executive’s business travel obligations from those existing immediately prior to the Change in Control;
(v) following any Change in Control, any failure by Company to continue Executive’s participation, at substantially equivalent benefit levels, in any compensation plan or program in which Executive participated immediately prior to such Change in Control and which is material to Executive’s total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan; or
(vi) the failure of Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within fifteen (15 ) days after a merger, consolidation, sale or similar transaction.
Termination by Executive for Good Reason means the Executive's termination of this Agreement based on his reasonable determination that one of the following events has occurred:
(1) Any of the Company's representations or warranties in this Agreement is not materially true, accurate and/or complete;
(2) The Company intentionally and continually breached or wrongfully failed to fulfill or perform:
(a) its material obligations, promises or covenants under this Agreement; or
(b) any material warranties, obligations, promises or covenants of the Company in any agreement (other than this Agreement) entered into between the Company and the Executive, without cure, if any, as provided in such agreement;
(3) The Company terminated this Agreement and the Executive's employment hereunder, and such termination does not constitute Termination By Company For Cause;
(4) Without the consent of the Executive, the Company:
(a) substantially altered or materially diminished the position, nature, status, prestige or responsibilities of the Executive from those in effect by mutual agreement of the parties from time-to-time;
(b) assigned additional duties or responsibilities to the Executive which were wholly and clearly inconsistent with the position, nature, status, prestige or responsibilities of the Executive then in effect; or
(c) removed or failed to reappoint or re-elect the Executive to the Executive's offices under this Agreement (as they may be changed or augmented from time-to-time with the consent of the Executive), or as a director of the Company, except in connection with the Disability of the Executive;
(5) Without the consent ratification (express or implied) of the Executive, the Executive was removed from the Board without his consent; or the Company failed to nominate or reappoint the Executive to the Board (unless the Executive is deceased or Disabled, or such removal or failure is attributable to an event which would constitute Termination By Company For Cause), or if the Executive was so nominated, the stockholders of the Company failed to re-elect the Executive to the Board;
(6) The Company intentionally required the Executive to commit or participate in any felony or other serious crime; and/or
(7) The Company engaged in other conduct constituting legal cause for termination. In the event any of the events described above in this subsection Q ------------ occurs, and such event is reasonably susceptible of being cured, the Company shall be entitled to a grace period of thirty (30) days followi...
Termination by Executive for Good Reason shall have the meaning set forth in the Employment Agreement between Optionee and The Xxxxx Group, Inc., a Delaware corporation, dated May 11, 2003.
Examples of Termination by Executive for Good Reason in a sentence
In the event that the employment of the Executive by the Company is terminated due to Retirement, Disability, Termination without Cause or Termination by Executive for Good Reason, the Employment Agreement shall govern.
Termination by Executive for Good Reason; Termination by the Company Other Than for Poor Performance, Cause or Disability.
Termination by the Executive for Good Reason requires delivery of a Notice of Termination by Executive for Good Reason given to the Company’s Senior Vice President of Human Resources within ninety (90) days of the occurrence of the event giving rise to the Notice, unless such circumstances are substantially corrected prior to the date of termination specified in the Notice of Termination for Good Reason.
In the event of Termination by Executive for Good Reason, Company shall be obligated to pay to Executive that compensation due as if Company had terminated Executive Without Cause pursuant to Section 7 of this Agreement.
The Employment Period shall end upon the earliest to occur of (i) a termination of Executive's employment on account of Executive's death, (ii) a Termination due to Disability or Retirement, (iii) a Termination for Cause, (iv) a Termination Without Cause, (v) a Termination by Executive for Good Reason, (vi) a Termination by Executive other than for Good Reason, or (vii) the expiration of the Term.
More Definitions of Termination by Executive for Good Reason
Termination by Executive for Good Reason means a termination of the Executive's employment by the Executive upon the occurrence of any one or more of the following:
(A) Change in Control where the Executive does not receive stock options and other benefits in amounts and on such terms at least as favorable to the Executive as they existed prior to the Change in Control;
(B) the reassignment of the Executive by Employer, without the Executive's express written consent, to a position with Employer other than that set forth in Section 2 hereof, or a materially adverse change in the nature or scope of the Executive's title, authorities, powers, functions, duties or responsibilities in those positions;
(C) the reduction in the Executive's Base Salary without the Executive's consent;
(i) the relocation of the Executive's place of employment, other than to another currently existing office of the Company within the contiguous 48 states of the U.S., without the Executive's consent, or (ii) the relocation of the Executive's place of employment with or without his consent where the Company refuses to reimburse the Executive for his reasonably incurred relocation expenses (moving and closing costs in connection with the sale of his residence); or
(E) the Company's failure to perform its obligations under this Agreement in any material respect that remains uncured 10 days after the Company receives notice of its default, including, without limitation, the failure of the Company to pay compensation in accordance with this Agreement or the failure of the Company to provide the Executive with fringe benefits substantially the same as those previously provided to the Executive under this Agreement provided, however, that a change in the benefits available to the executive officers of the Company shall not constitute such a failure so long as such change of benefits is applied consistently with respect to all executive officers of the Company;
Termination by Executive for Good Reason means Executive's termination of Executive's Employment as result of (i) the relocation of Executive's principal place of business outside of Waco, Texas, (ii) a reduction in the Base Salary or Target Bonus Amount or any applicable commission opportunity, (iii) a substantial diminution in Executive's duties and responsibilities, excluding any isolated or inadvertent action taken in good faith by the Company or (iv) the Company's failure to pay the Base Salary, and in any case, the Company fails to remedy such matter within 30 days of receiving written notice from Executive of his intention to terminate his employment based thereon.
Termination by Executive for Good Reason means the Executive's termination of this Agreement based on his reasonable determination that one of the following events has occurred:
(i) Any of the Company's representations or warranties in this Agreement is not materially true, accurate and/or complete;
(ii) The Company intentionally and continually breached or wrongfully failed to fulfill or perform (A) its material obligations, promises or covenants under this Agreement; or (B) any material warranties, obligations, promises or covenants of the Company in any agreement (other than this Agreement) entered into between the Company and the Executive, without cure, if any, as provided in such agreement;
(iii) The Company terminated this Agreement and the Executive's employment hereunder (with the exception of Treasurer), and such termination does not constitute Termination By Company For Cause;
(iv) Without the consent of the Executive, the Company: (A) substantially altered or materially diminished the position, nature, status, prestige or responsibilities of the Executive from those in effect by mutual agreement of the parties from time-to-time; (B) assigned additional duties or responsibilities to the Executive which were wholly and clearly inconsistent with the position, nature, status, prestige or responsibilities of the Executive then in effect; or (C) removed or failed to reappoint or re-elect the Executive to the Executive's offices under this Agreement (as they may be changed or augmented from time-to-time with the consent of the Executive), or as a director of the Company, except in connection with the Disability of the Executive;
Termination by Executive for Good Reason means the termination of Executive’s employment at his initiative following the occurrence, without Executive’s written consent, of one or more of the following events (except as a result of a prior termination): (A) an assignment of any duties to Executive which are materially inconsistent with Executive’s status as a member of the senior management of CVS Caremark; (B) a decrease in Executive’s annual Base Salary, or a decrease in his target annual incentive award opportunity below 130% of his Base Salary; or (C) Executive is required to perform substantially all of his duties at any Company location. Notwithstanding the foregoing, no termination of Executive’s employment shall constitute a Termination by Executive for Good Reason unless Executive notifies the Company in writing no later than ninety (90) days after the initial existence of the applicable event described above and such event is not remedied by the Company within thirty (30) days of the Company’s receipt of such notice from the Executive.
Termination by Executive for Good Reason means Executive's termination of his employment following the occurrence, without Executive's written consent, of one or more of the following events (except as a result of a prior termination):
Termination by Executive for Good Reason shall have the meaning set forth in Section 10(c).
Termination by Executive for Good Reason means a termination by Executive of his employment with his Employer Entity due to the occurrence of a Good Reason Event (as defined in Exhibit A hereto), provided that such termination meets the conditions set forth in and is not excepted from constituting a Good Reason Event by the provisions of Exhibit A hereto.