Voluntary Termination with Good Reason means a voluntary Separation from Service by the Executive if the following conditions (x) and (y) are satisfied: (x) a voluntary Separation from Service by the Executive will be considered a Voluntary Termination with Good Reason if any of the following occur without the Executive’s advance written consent –
Voluntary Termination with Good Reason means Executive’s voluntary resignation within sixty (60) days following the occurrence of any of the following actions without Executive’s consent: (1) the material, involuntary reduction in Executive’s title, responsibilities, authorities or functions as an employee of the Company as in effect immediately prior to such reduction (but not merely a change in title or reporting relationships), except in connection with the termination of Executive’s employment for death, disability, or any conduct listed in the definition of Involuntary Termination without Cause as grounds for termination that would not result in an Involuntary Termination without Cause; (2) a reduction in Executive’s level of compensation (including base salary, fringe benefits and target bonuses under any corporate-performance based bonus or incentive programs) by more than ten percent (10%), (3) a relocation of Executive’s place of employment by more than fifty (50) miles, (4) the imposition of business travel requirements substantially more demanding of Executive than such travel requirements existing immediately prior to such imposition, (5) any material breach of any employment agreement between the Company and Executive, or (6) any failure by the Company to obtain the assumption of any material agreement, including this Agreement and the material provisions of any stock option grant, between Executive and the Company from any successor or assign of the Company following a Corporate Event. Notwithstanding the foregoing, Executive must provide the Company with twenty (20) days advance written notice of Company’s conduct giving rise to Good Reason (the “Cure Period”) and during the Cure Period, the Company may attempt to rescind or correct the matter giving rise to Good Reason. If the Company does not rescind or correct the conduct giving rise to Good Reason to Executive’s reasonable satisfaction by the expiration of the Cure Period, Executive’s employment will then terminate with Good Reason.
Voluntary Termination with Good Reason means a voluntary Separation from Service by the Executive within 24 months after a Change in Control if the following conditions (x) and (y) are satisfied:
Examples of Voluntary Termination with Good Reason in a sentence
Except for the Standard Termination Benefits, the Executive shall not be entitled to receive any compensation after the Date of Termination on account of a Termination With Cause, a Voluntary Termination, death, Disability or any reason other than a Termination Without Cause or a Voluntary Termination With Good Reason.
In the event of Voluntary Termination With Good Reason occurs as a result of Section 3.4(6) of the Employment Agreements, the provisions of this Article V, Section 5 shall be deemed void and unenforceable on their terms.
The Multiple is “two (2.0)” if the Executive’s employment ends upon a Termination Without Cause on or after the date of a Control Change Date or within the nine (9) months preceding the date of a Control Change Date or if the Executive’s employment ends upon a Voluntary Termination With Good Reason on or after the date of a Control Change Date.
Section 6.7 of the Agreement is hereby stricken and replaced in its entirety with the following:6.7 Voluntary Termination With Good Reason.
Additionally, the Limited Members shall not be subject to this Article XV in the event termination of employment with the Bank is due to Voluntary Termination With Good Reason that occurs as a result of Section 3.4(7) of the Employment Agreements, even though such Limited Member may continue to maintain a membership interest in the Company.
More Definitions of Voluntary Termination with Good Reason
Voluntary Termination with Good Reason means the termination by Executive of Executive's employment with the Company within forty-five (45) days following the occurrence of any of the following events without his consent which is not cured by the Company as described below:
Voluntary Termination with Good Reason means Executive’s voluntary resignation within sixty (60) days following the initial occurrence of any of the following actions without Executive’s consent: (1) the material reduction in Executive’s authorities, duties, or responsibilities as an employee of the Company as in effect immediately prior to such reduction (but not merely a change in title or reporting relationships), except in connection with the termination of Executive’s employment for death, disability, or any conduct listed in the definition of Involuntary Termination without Cause as grounds for termination that would not result in an Involuntary Termination without Cause; (2) the material reduction in Executive’s base compensation (for purposes of this Agreement, a reduction in Executive’s base compensation equal to or less than ten percent (10%) shall not be considered a material reduction in Executive’s base compensation), (3) a material change in the geographic location at which Executive must perform services (for purposes of this Agreement , a relocation of Executive’s place of employment equal to or less than fifty (50) miles shall not be considered a material change in the geographic location at which Executive must perform services), or (4) any other action or inaction that constitutes a material breach by the Company of any employment agreement between the Company and Executive, including this Agreement. Notwithstanding the foregoing, Executive must assert any termination for Good Reason by written notice to the Company no later than twenty (20) days following the initial existence of the event giving rise to Good Reason, and the Company must have an opportunity within thirty (30) days following delivery of such notice to attempt to rescind or correct the matter giving rise to Good Reason (the “Cure Period”). If the Company does not rescind or correct the conduct giving rise to Good Reason to Executive’s reasonable satisfaction by the expiration of the Cure Period, Executive’s employment will then terminate with Good Reason.
Voluntary Termination with Good Reason shall be as defined as set forth in Section 3.4 of the Employment Agreements.
Voluntary Termination with Good Reason means a voluntary Separation from Service by the Executive if the following conditions (x) and (y) are satisfied: (x) a voluntary Separation from Service by the Executive will be considered a Voluntary Termination with Good Reason if any of the following occur without the Executive’s advance written consent – 1) a material diminution of the Executive’s base salary, 2) a material diminution of the Executive’s authority, duties, or responsibilities, 3) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, 4) a material diminution in the budget over which the Executive retains authority, 5) a material change in the geographic location at which the Executive must perform services for the Bank, or 6) any other action or inaction that constitutes a material breach by the Bank of the agreement under which the Executive provides services to the Bank. (y) the Executive must give notice to the Bank of the existence of one or more of the conditions described in clause (x) within 90 days after the initial existence of the condition, and the Bank has 30 days thereafter to remedy the condition. In addition, the Executive’s voluntary termination because of the existence of one or more of the conditions described in clause (x) must occur within 24 months after the initial existence of the condition. ARTICLE 2 LIFETIME BENEFITS 2.1
Voluntary Termination with Good Reason means a voluntary termination of employment by the Executive if any one or more of the following conditions occur without the Executive’s advance written consent, provided that (i) Executive shall have given notice to the Employer of the existence of one or more of the following conditions within ninety (90) days following the initial existence of the condition(s), (ii) that within thirty (30) days after such notice Employer shall have failed to remedy such condition(s) and (iii) the Executive’s voluntary termination due to one or more of such conditions shall have occurred within twenty-four (24) months following the initial existence of at least one of the conditions:
Voluntary Termination with Good Reason means the executive's voluntary resignation within sixty (60) days following the occurrence of any of the following actions without the executive's consent ("Good Reason"): (1) the material, involuntary reduction in the executive's title, responsibilities, authorities or functions as an employee of Headwaters as in effect immediately prior to a change in control, as defined (but not merely a change in title or reporting relationships), except in connection with the termination of the executive's employment for death, disability, retirement, fraud, misappropriation, embezzlement or any other conduct listed under the definition of cause; (2) a reduction in the executive's level of compensation (including base salary, fringe benefits and target bonuses under any corporate-performance based bonus or incentive programs) by more than ten percent (10%) unless such reduction is part of a general reduction applicable to all of the executives of Headwaters; (3) a relocation of the executive's regular place of employment by more than fifty (50) miles; (4) any material breach by Headwaters or its successor or assign of any employment agreement between Headwaters and the executive; or (5) any failure by Headwaters to obtain the assumption of any material agreement and the material provisions of any stock option grant, between the executive and Headwaters from any successor or assign of Headwaters following a change in control.
Voluntary Termination with Good Reason means (1) the Participant's resignation, with Good Reason, as an Employee, Director or Consultant of the Company within one (1) month prior to the Corporate Transaction or (2) the Participant's resignation, with Good Reason, as an Employee, Director or Consultant of the surviving or acquiring corporation which assumed the Participant's Stock Award or substituted a similar Stock Award for the Participant's Stock Award within thirteen (13) months after a Corporate Transaction. "Good Reason" means any of the following: