With Good Reason means Employee's termination of his employment with the Company as a result of:
(i) A material diminution in Employee's duties inconsistent with Employee's position as specified on the signature page hereof (or such other position to which he may be promoted).
(ii) A reduction in the salary or employee benefits described in Section 3 herein.
(iii) Any other material breach of this Agreement by the Company, including the failure to pay Employee on a timely basis the amounts to which he is entitled under this Agreement, which breach is not cured within ten (10) business days after receipt by the Company of notice thereof.
With Good Reason or "Without Good Reason''. The Employee's termination of his employment shall be "With Good Reason" if (A) the Employee provides written notice to the Company of the Good Reason within thirty (30) days of the event constituting Good Reason; (B) the Company fails to cure the Good Reason within thirty (30) days following receipt of such notice; and (C) the Employee terminates his employment for Good Reason within thirty (30) days following the expiration of the period to remedy if the Company fails to remedy the condition, provided, however, that in the event the Company provides the Employee with the notice described in Sections 5.l(c) or (d), the Employee may not seek to terminate his employment hereunder for Good Reason after receipt of such notice and prior to the date that is two (2) days following the expiration of the thirty (30) day cure period. For purposes of this Agreement, "Good Reason" shall mean any of the following events if effected by the Company without the consent of the Employee: (1) a change in the Employee's position with the Group Companies which materially reduces the Employee's level of responsibility or authority; (2) a reduction in the Employee's Base Salary or annual target bonus percentage which either (i) is larger on a percentage basis than a concurrent reduction in base salary or annual target bonus percentage of other senior executive officers of the Group Companies or (ii) in the aggregate reduces Employee's total potential cash compensation (i.e. , Base Salary plus annual target bonus) by greater than 15%; (3) a relocation of the Employee's principal place of employment that results in an increase in the Employee's commute by more than forty (40) miles than Employee's commute as of the Effective Date; or (4) the Company's material breach of its obligations under this Agreement. "Without Good Reason" shall mean the Employee's termination of his employment under any circumstances that do not qualify as "With Good Reason" as set forth in this Section 5.2.
With Good Reason shall not mean or include, but shall specifically exclude, termination upon death, retirement or Total Disability of the Executive or expiration and non-extension of the Agreement.
Examples of 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.
This Section 10 applies in the event that the Executive’s employment ends upon a Termination With Cause, a Voluntary Termination, Death or Disability or any reason other than a Termination Without Cause or a Voluntary Termination With Good Reason.
This Section 9 applies in the event that the Executive’s employment ends upon a Termination With Cause, a Voluntary Termination, Death or Disability or any reason other than a Termination Without Cause or a Voluntary Termination With Good Reason.
The Release shall be delivered to Executive, in the case of a Termination Without Cause, at the time of delivery of the Termination Notice, and, in the case of a Termination With Good Reason, upon delivery of written notice by the Executive to the Company.
Executive’s notice of termination With Good Reason shall notify the Company of the event that constitutes Good Reason.
More Definitions of With Good Reason
With Good Reason means: (i) a failure of the Board of Directors of the Employer to elect Executive to offices with the same or substantially the same duties and responsibilities as set forth in Section 2; (ii) a material failure by the Employer to comply with the provisions of Section 3 or a material breach by the Employer of any other provision of this Agreement which has not been cured within thirty (30) days after notice of noncompliance, (specifying the nature of the noncompliance) has been given by the Executive to the Employer; or (iii) a Force Out (as such term is defined in Section 6(d) below).
With Good Reason means any action by the Company that constitutes a constructive termination by the Company Without Cause.
With Good Reason shall have no meaning or effect under this Agreement.
With Good Reason means the Employee's termination of his employment with the Company as a result of:
(i) the assignment to Employee of any duties materially and adversely inconsistent with the Employee's position as specified in Section 1 hereof (or such other position to which he may be promoted), including status, offices, responsibilities or persons to whom the Employee reports as contemplated under Section 1 of this Agreement, or any other action by Company which results in a material adverse change in such position, status, offices, titles, or responsibilities;
(ii) relocation of the Company's principal executive offices outside of the metropolitan Atlanta area as the CEO or Board of Directors of the Company may designate, and Employee elects not to accept such reassignment by notifying the Company in writing within 45 days of such reassignment, or;
(iii) any other material breach of this Agreement by Company, including the failure to pay Employee on a timely basis the amounts to which he is entitled under this Agreement, after written notification from the Employee of such breach, setting forth in detail the matters involved, and the Company's failure to cure the problem resulting in such breach within fifteen (15) days thereafter.
With Good Reason. Executive shall have the right to resign with good reason ("WITH GOOD REASON"). With Good Reason shall be defined as, (i) the Company's failure in any material respect to perform any provision of this Agreement; (ii) any material changes in the duties and responsibilities of Executive under this Agreement without the written consent of Executive; (iii) the hiring or promotion by the Company of another executive employee to a position of equal or greater responsibility of the management of the Company without the written consent of Executive; (iv) the Company's directing Executive to work at a location other than San Antonio, Texas; (v) after a Change of Control (as defined in EXHIBIT A), any material change which, in the sole but reasonable discretion of Executive, impacts detrimentally upon Executive's position within the Company.
With Good Reason means the Employee’s termination of his employment with the Company as a result of: (i) the assignment to Employee of any duties materially and adversely inconsistent with the Employee’s position as specified in Section 1 hereof (or such other position to which he may be promoted), including status, offices, responsibilities or persons to whom the Employee reports as contemplated under Section 1 of this Agreement, or any other action by Company which results in a material adverse change in such position, status, offices, titles, or responsibilities; or (ii) any material breach of this Agreement by Company, including the failure to pay Employee on a timely basis the amounts to which he is entitled under this Agreement, after written notification from the Employee of such breach, setting forth in detail the matters involved, and the Company’s failure to cure the problem resulting in such breach within fifteen (15) days thereafter.
With Good Reason means the Employee’s termination of his employment with the Company as a result of: (i) the assignment to Employee of any duties materially and adversely inconsistent with the Employee’s position as specified in Section 1 hereof (or such other position to which he may be promoted), including status, offices, responsibilities or persons to whom the Employee reports as contemplated under Section 1 of this Agreement, or any other action by Company which results in a material adverse change in such position, status, offices, titles, or responsibilities; or (ii) any material breach of this Agreement by Company, including the failure to pay Employee on a timely basis any material amounts to which he is entitled under this Agreement. The Employee must provide notice to the Company of the existence of a condition constituting Good Reason within 90 days of the initial existence of the condition, and upon such notice, the Company shall have a period of 30 days during which it may remedy the condition and not be required to pay the applicable severance. The Employee must terminate employment within two years following the initial existence of one or more of the foregoing conditions arising without his consent for any severance to be paid upon a termination With Good Reason.