By Employee for Good Reason. Employee may terminate his employment hereunder for Good Reason upon written notice to the Company setting forth the nature of such Good Reason in reasonable detail (except that Employer shall have 15 days after such notice to cure or otherwise resolve the occurrence of the events set forth in paragraphs 1, 2, 3). “Good Reason” shall mean:
By Employee for Good Reason. Employee may terminate employment --------------------------- hereunder for Good Reason at any time upon written notice to the Company setting forth in reasonable detail the nature of such Good Reason. The following shall constitute Good Reason for termination by Employee:
By Employee for Good Reason. Employee may terminate, without liability, the Period of Employment for Good Reason (as defined below) upon twenty (20) days' advance written notice to the Company. The Company shall pay Employee the compensation to which he is entitled pursuant to Section 2(a) through the end of the notice period plus the Severance Benefits (as defined in Section 3(f) below) and thereafter all obligations of the Company hereunder shall terminate. Good Reason shall exist if (i) there is an assignment to the Employee of any duties materially inconsistent with or which constitute a material change in the Employee's position, duties, responsibilities, or status with the Company, or a material change in the Employee's reporting responsibilities, title, or offices; or removal of the Employee from any of such positions, except in connection with the termination of the Period of Employment for Cause, or due to disability, early or normal retirement as defined by the Company's pension plan, death, or termination of the Period of Employment by the Employee other than for Good Reason (provided that removal and/or failure to re-elect Employee to the Board in accordance with Section 1(c) shall not be deemed Good Reason for purposes of this Section 3(d)); (ii) there is a reduction by the Company in the Employee's annual salary then in effect other than a reduction similar in percentage to a reduction generally applicable to similarly situated employees of the Company; or (iii) the Company acts in any way that would adversely affect the Employee's participation in or materially reduce the Employee's benefit under any benefit plan of the Company in which the Employee is participating or deprive the Employee of any material fringe benefit enjoyed by the Employee except those changes generally affecting similarly situated employees of the Company.
By Employee for Good Reason. The Employee may terminate his employment at any time for Good Reason (as defined below). In the event of any termination of the Employee’s employment by the Employee for Good Reason:
By Employee for Good Reason. If, after a Change of Control and during the Employment Term, the Company (or, if applicable the ultimate parent company), terminates the Employee's employment other than for Cause, death or Disability, or the Employee terminates employment for Good Reason, the Company shall pay to the Employee in a lump sum in cash within 30 days of the Date of Termination an amount equal to three times the sum of (i) the amount of Base Salary in effect at the Date of Termination, plus (ii) the maximum Bonus for which the Employee is eligible for the 12-month period in which the Date of Termination occurs.
By Employee for Good Reason. The Executive, by written notice to the Company, may terminate Executive’s employment hereunder if a “Good Reason” exists. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following circumstances without the Executive’s prior express written consent: (a) a substantial and material breach of this Agreement by the Company; (b) a failure by the Company to make any payment to Executive when due, unless the payment is not material and is being contested by the Company, in good faith; or (c) a material and adverse change in Executive’s compensation and benefits described in Section 3 of this Agreement with which Executive disagrees. Notwithstanding the foregoing, “Good Reason” shall not be deemed to exist with respect to the Company’s acts described in clauses (a), (b) or (c) above, unless the Executive shall have given written notice to the Company specifying the Good Reason with reasonable particularity and, within thirty (30) calendar days after such notice, the Company shall not have cured or eliminated the problem or thing giving rise to such Good Reason; provided, however, that a repeated breach after notice and cure of any provision of clauses (a), (b) or (c) above involving the same or substantially similar actions or conduct, shall be grounds for termination for Good Reason without any additional notice from the Executive. Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.6(d).
By Employee for Good Reason. The Employee shall have the right to terminate his employment for Good Reason, after providing prior written notice to the Company of the existence of the condition giving rise to the notice, as prescribed in this Section 7(f). “Good Reason” for termination of employment by the Employee shall mean, the occurrence of any of the following events without the expressed written consent of the Employee: (a) a failure by the Company to comply with any of the material provisions of this Agreement; (b) assignment to the Employee of any duties inconsistent in any material respect with the Employee’s position (including titles and reporting relationships), authority, duties or responsibilities as set forth in Paragraph 1 of this Agreement, or any other action by the Company that results in a significant diminution in such position, authority, duties or responsibilities; (c) a material diminution in the Employee’s budgetary authority (it being understood that a mere reduction in the amount of the budget shall not constitute Good Reason); (d) an adverse change in the Employee’s base compensation or (e) an adverse change in the Employee’s Target Bonus Percentages set forth in Section 4(a) hereof (it being understood that the failure to achieve annual performance goals or a change in the annual performance goals shall not constitute Good Reason). The parties agree that (x) the Company seeking to relocate Employee from the Employee’s primary residence as of immediately prior to the Effective Date and (y) the Employee being required to travel to a significantly greater extent that he was required to travel immediately prior to the Effective Date shall in either case also constitute “Good Reason” and a termination by the Company based upon a refusal to so relocate or travel shall not be considered “Cause.” Prior to the Employee’s right to terminate his employment for Good Reason, the Employee must give prior written notice of intention to terminate employment for Good Reason to the Chair of the Board of the Company, making express reference to this Section 7(f), stating with specificity the act(s) or failure(s) to act that constitute the Good Reason, and if applicable, the material provisions of this Agreement with which the Company has failed to comply, followed by a failure of the Company to correct such failure within fifteen (15) days after written notice by the Employee is sent by certified mail.
By Employee for Good Reason. Employee may terminate Employee's employment for good reason, in which event Employee shall be entitled to the same rights under this Agreement as if Company had terminated Employee's employment without cause. If Employee wishes to terminate employment for good reason Employee shall first give Company 30 days' written notice of the circumstances constituting good reason and an opportunity to cure, unless the circumstances are not subject to being cured. Following the notice and opportunity to cure (if cure is not made), or immediately if notice and opportunity to cure are not required, Employee may terminate employment for good reason by giving written notice of termination. The notice may take effect immediately or at such later date as Employee may designate, provided that Company may accelerate the termination date by giving five business days' written notice of the acceleration.
By Employee for Good Reason. The Employee may terminate his employment under this Agreement after the Effective Date, upon at least 30 days' prior notice to the Board of the Company, for Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of the following:
By Employee for Good Reason. Employee’s employment under this Agreement may be terminated by Employee at any time following written notice to the Company upon the occurrence of any of the following events or conditions (each of which shall be a termination event for “Good Reason”):
