Common use of By Executive for Good Reason Clause in Contracts

By Executive for Good Reason. Executive shall be entitled to terminate this Agreement at any time for “Good Reason” by giving the Company written notice of such termination. For purposes of this Agreement, “Good Reason” shall mean (i) the Company has breached its obligations hereunder in any material respect, (ii) the Company has decreased Executive’s then current Base Salary, (iii) the Company has effected a material diminution in Executive’s reporting responsibilities, authority, or duties as in effect immediately prior to such change, and/or (iv) the occurrence of a Change in Control (as defined below); provided, however, that Executive shall not have the right to terminate this Agreement for Good Reason unless: (A) Executive has provided notice to the Company of any of the foregoing conditions within 90 days of the initial existence of the condition; (B) the Company has been given at least 30 days after receiving such notice to cure such condition (other than if Good Reason is due to a Change in Control); and (C) Executive actually terminates employment within six months following the initial existence of the condition. In such event, provided that Executive and the Company have executed (and, if applicable, thereafter not revoked) the Mutual Release, Executive shall be entitled to receive (i) Executive’s then current Base Salary through the effective date of such termination, (ii) if entitled to receive a bonus as may be determined by the Compensation Committee or Board of Directors of the Company, a Pro-Rated Bonus, and (iii) Twenty-Four (24) months of Executive’s then current Base Salary payable in a lump sum. Any payment to Executive made pursuant hereto shall be paid to Executive no later than the date that is two and a half months following the calendar year in which such termination for Good Reason occurs. In addition, provided that the Mutual Release has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant to this Section 3(d).

Appears in 3 contracts

Samples: Executive Employment Agreement (Peak Resorts Inc), Executive Employment Agreement (Peak Resorts Inc), Executive Employment Agreement (Peak Resorts Inc)

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By Executive for Good Reason. Executive shall be entitled to terminate this Agreement at any time for “Good Reason” by giving the Company written notice of such termination. For purposes of this Agreement, “Good Reason” shall mean (i) the Company has breached its obligations hereunder in any material respect, (ii) the Company has decreased Executive’s then current Base Salary, (iii) the Company has effected a material diminution in Executive’s reporting responsibilities, authority, or duties as in effect immediately prior to such change, and/or (iv) the occurrence of a Change in Control (as defined below); provided, however, that Executive shall not have the right to may terminate this Agreement for Good Reason, at any time, by giving at advance written notice to Company no later than twenty (20) days after the condition giving rise to Good Reason unless: first occurs, and provided that the Company has not cured the condition giving rise to Good Reason (if curable) within thirty (30) days of such written notice, and further provided that Executive terminates Executive’s employment no later than ninety (90) days after the condition giving rise to Good Reason first occurs. In the event of Executive's termination of Agreement for Good Reason, (A) Executive has provided notice will be entitled to receive his salary then in effect, prorated to the Company date of any of the foregoing conditions within 90 days of the initial existence of the condition; termination, and (B) the Company has been given at least 30 days after receiving such notice shall pay to cure such condition the Executive a lump sum cash amount of severance pay equal to one year of Base Salary, payable in the Company’s first regular payroll period that follows the sixtieth (other than if Good Reason is due 60th) day following the termination of Executive’s employment, with respect to a Change subclause (A) only , provided Executive: (a) complies with all surviving provisions of this Agreement as specified in Control)Sections 5 - 7 below; and (Cb) Executive actually terminates employment within six months following the initial existence of the conditiontimely executes and does not revoke a Release. In such event, provided that Executive and the All other Company have executed (and, if applicable, thereafter not revoked) the Mutual Release, Executive shall be entitled to receive (i) Executive’s then current Base Salary through the effective date of such termination, (ii) if entitled to receive a bonus as may be determined by the Compensation Committee or Board of Directors of the Company, a Pro-Rated Bonus, and (iii) Twenty-Four (24) months of Executive’s then current Base Salary payable in a lump sum. Any payment obligations to Executive made pursuant hereto shall to this Agreement will become automatically terminated and completely extinguished. Executive will be paid deemed to Executive no later than the date that is two and a half months following the calendar year in which such termination have resigned for Good Reason occurs. In addition, provided in the following circumstances: (a) Company's material breach of this Agreement; (b) Executive's position and/or duties are so materially modified that Executive's duties are no longer consistent with the Mutual Release has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant duties contained in this Agreement; or (c) Executive no longer reports to this Section 3(d)the Chief Executive Officer.

Appears in 2 contracts

Samples: Employment Agreement (Alternus Clean Energy, Inc.), Employment Agreement (Alternus Clean Energy, Inc.)

By Executive for Good Reason. Executive shall be entitled The Executive, by written notice to the Company, may terminate this Agreement at any time for Executive’s employment hereunder if a “Good Reason” by giving the Company written notice of such terminationexists. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following circumstances without the Executive’s prior written consent: (ia) a substantial and material adverse change in the nature of Executive’s title, duties or responsibilities with the Company has breached its obligations hereunder in any material respect(other than as a director of the Company) that represents a demotion from his title, (ii) the Company has decreased Executive’s then current Base Salary, (iii) the Company has effected a material diminution in Executive’s reporting responsibilities, authority, duties or duties responsibilities as in effect immediately prior to such change (such change, and/or a “Demotion”); (ivb) material breach of this Agreement by the occurrence Company; (c) 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; (d) a change of the principal office or work place assigned to the Executive to a location more than 35 miles distant from its location immediately prior to such change; (e) a material reduction of the Executive’s Base Salary or bonus opportunity, unless pursuant to a reduction in such items applicable proportionally to all senior management and board members; (f) a liquidation, bankruptcy or receivership of the Company; or (g) any reason or no reason following a Change in of Control (as defined belowin the Restricted Common Stock Agreement and Indemnification Agreement) and the Executive’s notice of resignation under this subsection is provided to the surviving entity following a Change of Control within the 60-day period following the closing of the Change of Control . Notwithstanding the foregoing, no “Good Reason” shall be deemed to exist with respect to the Company’s acts described in clauses (a); provided, however(b), that (c), (d) or (e) above, unless Executive shall not have the right to terminate this Agreement for Good Reason unless: (A) Executive has provided given written notice to the Company of any of the foregoing conditions within 90 a period not to exceed thirty (30) calendar days of the initial existence of the condition; occurrence, specifying the “Good Reason” with reasonable particularity and, within thirty (B30) calendar days after such notice, the Company has been given at least 30 days after receiving shall not have cured or eliminated the problem or thing giving rise to such notice to “Good Reason”; provided, however, that no more than two cure such condition (other than if Good Reason is due to a Change in Control); and (C) Executive actually terminates employment within six months following the initial existence of the condition. In such event, provided that Executive and the Company have executed (and, if applicable, thereafter not revoked) the Mutual Release, Executive periods shall be entitled to receive provided during any twelve-month period of a breach of clauses (ia), (b), (c), (d), or (e) Executive’s then current Base Salary through the effective date of above. Upon such termination, (ii) if entitled to receive a bonus as may be determined by the Compensation Committee or Board of Directors of the Company, a Pro-Rated Bonus, and (iii) Twenty-Four (24) months of Executive’s then current Base Salary payable in a lump sum. Any payment Company shall pay to Executive made pursuant hereto shall be paid to Executive no later than the date that is two and a half months following the calendar year amount set forth in which such termination for Good Reason occurs. In addition, provided that the Mutual Release has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant to this Section 3(d4.6(c).

Appears in 2 contracts

Samples: Employment Agreement (Lucid Diagnostics Inc.), Employment Agreement (PAVmed Inc.)

By Executive for Good Reason. Executive shall be entitled The Executive, by written notice to the Company, may terminate this Agreement at any time for Executive’s employment hereunder if a “Good Reason” by giving the Company written notice of such terminationexists. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following circumstances without the Executive’s prior written consent: (ia) a substantial and material adverse change in the nature of Executive’s title, duties or responsibilities with the Company has breached its obligations hereunder in any material respectthat represents a demotion from his title, (ii) the Company has decreased Executive’s then current Base Salary, (iii) the Company has effected a material diminution in Executive’s reporting responsibilities, authority, duties or duties responsibilities as in effect immediately prior to such change (such change, and/or a “Demotion”); (ivb) material breach of this Agreement by the occurrence Company; (c) 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; (d) a liquidation, bankruptcy or receivership of the Company; (e) a change in the principal office or work place assigned to the Executive to a location more than 35 miles distant from its location immediately prior to such change; (f) a material reduction of the Executive’s base salary or bonus opportunity, unless pursuant to a reduction in such items applicable proportionally to all senior management and board members; or (g) any reason or no reason following a Change in of Control (as defined belowin the Restricted Common Stock Agreement and the Indemnification Agreement) and the Executive’s notice of resignation under this subsection is provided to the surviving entity following a Change of Control within the 60-day period following the closing of the Change of Control. Notwithstanding the foregoing, no “Good Reason” shall be deemed to exist with respect to the Company’s acts described in clauses (a); provided, however(b), that (c), (e), or (f) above, unless Executive shall not have the right to terminate this Agreement for Good Reason unless: (A) Executive has provided given written notice to the Company of any of the foregoing conditions within 90 a period not to exceed thirty (30) calendar days of the initial existence of the condition; occurrence, specifying the “Good Reason” with reasonable particularity and, within thirty (B30) calendar days after such notice, the Company has been given at least 30 days after receiving shall not have cured or eliminated the problem or thing giving rise to such notice to “Good Reason”; provided, however, that no more than two cure such condition (other than if Good Reason is due to a Change in Control); and (C) Executive actually terminates employment within six months following the initial existence of the condition. In such event, provided that Executive and the Company have executed (and, if applicable, thereafter not revoked) the Mutual Release, Executive periods shall be entitled to receive provided during any twelve-month period of a breach of clauses (ia), (b), (c), (e) Executive’s then current Base Salary through the effective date of or (f) above. Upon such termination, (ii) if entitled to receive a bonus as may be determined by the Compensation Committee or Board of Directors of the Company, a Pro-Rated Bonus, and (iii) Twenty-Four (24) months of Executive’s then current Base Salary payable in a lump sum. Any payment Company shall pay to Executive made pursuant hereto shall be paid to Executive no later than the date that is two and a half months following the calendar year amount set forth in which such termination for Good Reason occurs. In addition, provided that the Mutual Release has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant to this Section 3(d4.6(c).

Appears in 2 contracts

Samples: Employment Agreement (Lucid Diagnostics Inc.), Employment Agreement (PAVmed Inc.)

By Executive for Good Reason. If Executive shall resign for Good Reason, Executive shall be entitled to terminate this Agreement at any time for “Good Reason” the same rights, and be subject to the same restrictions as provided in Section 4(a) upon termination by giving the Company written notice of such terminationEmployer without Cause. For purposes of this AgreementSection 4(c), “Good Reason” shall will mean Executive’s voluntary resignation within ninety (90) days after the occurrence of any of the following without the express written consent of Executive (i) the Company has breached its obligations hereunder a reduction in any material respect, Executive’s annualized Base Salary or (ii) without the Company has decreased express written consent of Executive’s then current Base Salary, (iii) the Company has effected a material diminution in Executive’s reporting supervisory responsibilities, authorityor (iii) any requirement that the Executive relocate to a work site that would increase the Executive’s one-way commute distance from Executive’s then principal residence by more than fifty (50) miles, or duties as in effect immediately prior to unless Executive accepts such change, and/or (iv) the occurrence of a Change in Control (as defined below)relocation opportunity; provided, however, that Executive acknowledges and agrees that a requirement to relocate to the Coeur d’Alene, Idaho area from Executive’s current residence shall not have constitute Good Reason for purposes of this Agreement. In addition, Employer shall pay Executive’s COBRA health insurance premiums from the right to terminate this Agreement date of termination by Executive for Good Reason unless: through the date that is twelve (A12) months after the date of termination by Executive has provided for Good Reason. In the event that Executive terminates his employment for Good Reason, the Employer shall be entitled to deliver written notice to Executive within fifteen (15) days following such termination demanding that the Company of any determination of the foregoing conditions within 90 days of the initial existence of the condition; (B) the Company has been given at least 30 days after receiving such notice to cure such condition (other than if Good Reason is due to be determined by arbitration in accordance with the procedures set forth in Section 9 hereof. If the arbitrator determines that Good Reason did not exist, the termination shall be treated as a Change in Control); and (C) Executive actually terminates employment within six months following the initial existence of the condition. In such event, provided that voluntary termination by Executive and the Company Employer shall have executed (and, if applicable, thereafter not revoked) no obligations to pay or provide to Executive the Mutual Releasecompensation payments and other benefits to which he would have otherwise been entitled to pursuant to a termination for Good Reason. If the arbitrator determines that Good Reason did exist, Executive shall be entitled to receive (i) Executive’s then current Base Salary through the effective date of such termination, (ii) if entitled to receive a bonus as may be determined by the Compensation Committee or Board of Directors of the Company, a Pro-Rated Bonussame rights, and (iiibe subject to the same restrictions as provided in Section 4(a) Twenty-Four (24) months of Executive’s then current Base Salary payable in a lump sum. Any payment to Executive made pursuant hereto shall be paid to Executive no later than the date that is two and a half months following the calendar year in which such termination for Good Reason occurs. In addition, provided that the Mutual Release has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant to this Section 3(d)by Employer without Cause.

Appears in 2 contracts

Samples: Employment Agreement (NightHawk Radiology Holdings Inc), Employment Agreement (NightHawk Radiology Holdings Inc)

By Executive for Good Reason. Employer may terminate Executive’s employment and this Agreement at any time without Cause, and such termination shall not be deemed a breach by Employer of any term of this Agreement or any other duty or obligation, expressed or implied, which Employer may owe to Executive shall be entitled pursuant to any principle or provision of law. Subject to the remaining terms of this Section 9(f), Executive may terminate his employment and this Agreement at any time for Good Reason, and such termination shall not be deemed a breach by Executive of any term of this Agreement or any other duty or obligation, expressed or implied, which Executive may owe to Employer pursuant to any principle or provision of law. In the event of termination by Employer other than for Cause, or by Executive for Good Reason, in either case during the Term, this Agreement and Executive’s employment shall terminate as of the date specified in the termination notice (subject to the limitations provided in this section 9(f)), and Employer shall be obligated to provide Executive with only the Accrued Benefits and “Severance Benefits,by giving defined as 12 months of Executive’s then-current Base Salary in the Company written notice form of salary continuation payable according to Employer’s then-current payroll schedule, commencing on the next payroll date following the 65th day of such terminationa termination and each payment of which shall be considered a separate “payment” for purposes of Section 409A of the Internal Revenue Code and the regulations thereunder (“Section 409A”). Notwithstanding the foregoing, no portion of the Severance Benefits shall be payable unless, within 65 days following Executive’s termination of employment, Executive signs a severance agreement and general release in substantially the form attached hereto as Exhibit A, with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purposes and ensure its enforceability. For purposes of this Agreement, “Good Reason” shall mean (i) the Company has breached its obligations hereunder in any material respect, (ii) the Company has decreased Executive’s then current Base Salary, (iii) the Company has effected a material diminution in Executive’s reporting responsibilities, authority, or duties as in effect immediately prior to such change, and/or (iv) the occurrence of a Change in Control (as defined below); provided, however, that Executive shall not have the right to terminate this Agreement for Good Reason unless: (A) Executive has provided notice to the Company of any of the foregoing conditions following events without the express written consent of the Executive, provided that (i) Executive gives Employer written notice of such event within 90 30 days of the initial existence of the condition; (B) the Company has been given at least 30 days after receiving such notice to cure such condition (other than if Good Reason is due to a Change in Control); and (C) Executive actually terminates employment within six months following the initial existence of the condition. In such event, provided that Executive and the Company have executed (and, if applicable, thereafter not revoked) the Mutual Release, Executive shall be entitled to receive (i) Executive’s then current Base Salary through the effective date of such termination, (ii) if entitled such event is not corrected in all material respects by Employer within 90 days following written notification by Executive to receive a bonus as may be determined by the Compensation Committee or Board of Directors Employer of the Company, a Pro-Rated Bonusoccurrence of such event, and (iii) TwentyExecutive terminates his employment with Employer within five days following such 90-Four day remedy period: Employer (24W) months of assigns to Executive duties (including titles and reporting relationships) inconsistent in any material respect with the Executive’s then current Base Salary payable in a lump sum. Any payment duties or responsibilities as contemplated by this Agreement; (X) materially breaches this Agreement or any other agreement between Employer and Executive; (Y) requires Executive to Executive made pursuant hereto shall be paid relocate to Executive no later any jurisdiction other than the date that is two and a half months following the calendar year in which such termination for Good Reason occurs. In additionOmaha, provided that the Mutual Release has been executed, all Unvested Equity GrantsNebraska (or Employer’s principal place of business, if anyother than Omaha, shall automatically become fully vested upon termination pursuant to this Section 3(dNebraska); or (Z) requires that Executive’s one-way commute increase by more than 50 miles from Solana Beach, California.

Appears in 1 contract

Samples: Employment Agreement (Transgenomic Inc)

By Executive for Good Reason. The Executive shall be entitled may (subject to the following terms of this Section 7.5) terminate this Agreement at any time his employment with the Company for "Good Reason” by giving the Company written notice of such termination. ." For purposes of this Agreement, the Executive shall have "Good Reason” shall mean (i) " to terminate his employment with the Company has breached its obligations hereunder upon the occurrence of one or more of the following events without the Executive's prior, written consent: (a) a change in any material respecthis title as President, (iib) the Company has decreased Executive’s then current Base Salary, (iii) the Company has effected a material diminution or reduction of his employment responsibilities with the Company as set forth in this Agreement; (c) a material change in Executive’s 's reporting responsibilitiesrequirements, authority(d) a failure by the Company to make any material payments or to provide any material benefits to him under the terms of this Agreement; (e) the failure of NAC's Board of Directors to approve and make a grant of stock options to Executive to the extent provided for in the last sentence of Section 6 above; (f) relocation of the Company's offices to a place outside of Florida; or (h) any willful action by the Company that impairs in a material way the ability of the Executive to substantially perform his duties for the Company (for purposes of the foregoing, any action by the Company shall be considered "willful" if done, or omitted to be done, at the direction of any executive officer of NAC in bad faith or without a reasonable belief that the act or omission was in the best interest of the Company). Executive may terminate his employment for Good Reason under this Section 7.5, provided that a minimum of thirty (30) days' advance written notice, stating in reasonable detail the specific reason for such resignation, shall be delivered to NAC and provided that such reason is not cured within said thirty (30) day period. As of the effective date of such resignation for Good Reason, the Company shall pay Executive all accrued salary, any vested deferred compensation (other than pension plan or profit sharing plan benefits, which will be paid in accordance with the applicable plan) and any reimbursable business expenses that have been incurred by the Executive in connection with his duties as in effect immediately prior to such changehereunder and that have not been reimbursed, and/or (iv) all through the occurrence date of a Change in Control (as defined below)termination; provided, however, that Executive Executive's entitlement to be reimbursed for any business expenses shall not have be dependent upon his compliance with the right Company's policies and practices, including those with respect to terminate this Agreement for Good Reason unless: submission of receipts, vouchers or other evidence of payment of such expenses. In addition, (A) Executive has provided notice to the Company extent Executive is entitled pursuant to Section 4 above to any bonus (or any portion of any of bonus) for the foregoing conditions within 90 days of fiscal year in which such termination occurs, then Executive shall be entitled to receive, when such bonus would otherwise have been payable to Executive, such bonus or the initial existence of the condition; relevant portion thereof, (B) to the Company has been given at least 30 days after receiving such notice extent so provided under the terms applicable to cure such condition any stock options that were granted to Executive (other than if Good Reason is due to a Change in Control); and (C) Executive actually terminates employment within six months following the initial existence of the condition. In such eventincluding, provided that Executive and the Company have executed (and, if as applicable, thereafter not revoked) the Mutual Releaseterms and conditions of NAC's 1993 Equity Incentive Plan), Executive shall be entitled to receive vesting of such stock options and (iC) Executive’s then current Base Salary through the effective date of upon such termination, (ii) if entitled to receive a bonus the Company shall pay Executive severance compensation as may be determined by the Compensation Committee or Board of Directors of the Company, a Pro-Rated Bonus, and (iii) Twenty-Four (24) months of Executive’s then current Base Salary payable set forth in a lump sum. Any payment to Executive made pursuant hereto shall be paid to Executive no later than the date that is two and a half months following the calendar year in which such termination for Good Reason occurs. In addition, provided that the Mutual Release has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant to this Section 3(d)8.2 below.

Appears in 1 contract

Samples: Executive Employment Agreement (National Auto Credit Inc /De)

By Executive for Good Reason. The Executive shall be entitled to may terminate this Executive’s employment and the Period of Agreement for Good Reason upon at any time for “Good Reason” by giving the Company least thirty (30) days’ prior written notice of such terminationfrom the Executive to the Board. For purposes of this Agreement, “Good Reason” shall mean includes (i) the Company has breached its obligations hereunder in any material respect, (ii) the Company has decreased Executive’s then current Base Salary, (iii) the Company has effected a material diminution in Executive’s reporting responsibilities, authority, demotion or duties as in effect immediately prior to such change, and/or (iv) the occurrence of a Change in Control (as defined below); provided, however, that Executive shall not have the right to terminate this Agreement for Good Reason unless: (A) Executive has provided notice to the Company of any removal of the foregoing conditions within 90 days Executive from the positions of the initial existence of the condition; (B) the Company has been given at least 30 days after receiving such notice to cure such condition (other than if Good Reason is due to a Change in Control); and (C) Chief Executive actually terminates employment within six months following the initial existence of the condition. In such event, provided that Executive and the Company have executed (and, if applicable, thereafter not revoked) the Mutual Release, Executive shall be entitled to receive (i) Executive’s then current Base Salary through the effective date of such termination, (ii) if entitled to receive a bonus as may be determined by the Compensation Committee or Board of Directors Officer of the Company, a Pro-Rated Bonus, and member of the Board or (without the Executive’s consent) President of the Company; (ii) material adverse change by the Company in the Executive’s duties or responsibilities; (iii) Twenty-Four (24) months of decrease in the Executive’s then current Base Salary payable or the Company’s failure to provide an opportunity to earn performance bonuses as provided in Sections 4, above, and Section 12, below; or (iv) any other material breach of this Agreement by the Company which is not cured within thirty (30) days’ prior written notice by the Executive to the Company specifying such breach. “Good Reason” does not include (A) non-renewal of the Agreement at the conclusion of its initial term or upon any extension thereof, (B) election of a lump sumnon-executive Chairman of the Board recommended by the nominating committee of the Board after non-binding consultation with the Executive and the Corporate Monitor (i.e., without the Executive’s consent but after consultation, the Company may elect a non-executive Chairman of the Board), (C) the failure of the Company to grant any annual equity award if established performance standards are satisfied, provided equivalent compensation is provided, or (D) implementation of any changes in corporate governance required as part of the SEC settlement or any other actions by the Company to comply with the Permanent Injunction or any other order binding on the Company issued by the Court or to comply with any provision of law. Any payment Termination by the Executive or the Company based on an alleged breach of this Agreement, including the alleged existence of Good Reason, shall require not less than thirty (30) days notice to the other party, which shall have an opportunity to cure any such breach within said thirty (30) day period, and the Executive made pursuant hereto shall be paid required to Executive no later than make any assertion of “Good Reason” within 45 days of the date that is two and a half months following the calendar year in which such termination for events allegedly giving rise to “Good Reason occurs. In addition, provided that the Mutual Release has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant to this Section 3(d)Reason”.

Appears in 1 contract

Samples: Employment Agreement (Mci Inc)

By Executive for Good Reason. Executive may terminate, without liability, the Employment Term for "Good Reason" (as defined below) upon thirty (30) business days' advance written notice to Company. Company shall pay Executive the annual salary to which he is entitled pursuant to Section 3(a) for 1 year from the date of such termination (the "Section 6(d) Termination Period"), less the amount of compensation, income or benefits earned or paid to Executive as an employee or consultant from any entity other than the Company during the Section 6(d) Termination Period; provided that in no event shall Executive be entitled to terminate receive less than $125,000. In addition, the Company shall pay to Executive (x) all amounts due to Executive up to the date of termination under Sections 3(c) and 3(f) of this Agreement at any time for “Good Reason” by giving and (y) Executive's bonus pursuant to Section 3(b) (if any) prorated through the Company written notice date of such termination. For purposes of this Agreement, “The Company shall have no obligations to Executive other than those set forth herein. Good Reason” Reason shall mean exist if: (i) there is an assignment to the Company has breached its obligations hereunder Executive of any duties materially inconsistent with or which constitute a material adverse diminution in any the Executive's position, duties, responsibilities, or status with Company, or a material respectadverse diminution in the Employee's reporting responsibilities, title, or offices; or (ii) there is a material breach by Company of this Agreement or any other material agreement between the Company has decreased and Executive’s then current Base Salary. If Executive terminates his employment without Good Reason, (iii) the Company has effected a material diminution in Executive’s reporting responsibilitiesshall thereafter have no obligations to Executive hereunder, authority, or duties except as in effect immediately prior to such change, and/or (iv) the occurrence otherwise required by law. Upon termination by Executive of a Change in Control (as defined belowhis employment under this Section 6(d); provided, however, that Executive shall not have the right to terminate this Agreement for Good Reason unless: (A) Executive has provided notice to the Company of any of the foregoing conditions within 90 days of the initial existence of the condition; (B) the Company has been given at least 30 days after receiving such notice to cure such condition (other than if Good Reason is due to a Change in Control); and (C) Executive actually terminates employment within six months following the initial existence of the condition. In such event, provided that Executive and the Company have executed (and, if applicable, thereafter not revoked) the Mutual Release, Executive shall be entitled in good faith seek to receive (i) Executive’s then current Base Salary through the effective date of such termination, (ii) if entitled to receive a bonus as may be determined by the Compensation Committee or Board of Directors of the Company, a Pro-Rated Bonus, and (iii) Twenty-Four (24) months of Executive’s then current Base Salary payable obtain alternative employment in a lump sum. Any payment comparable senior executive position and to otherwise mitigate the amount payable to Executive made pursuant hereto shall be paid to Executive no later than the date that is two and a half months following the calendar year in which such termination for Good Reason occurs. In addition, provided that the Mutual Release has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant to this Section 3(d6(d).

Appears in 1 contract

Samples: Employment Agreement (Atc Group Services Inc /De/)

By Executive for Good Reason. (a) Executive shall be entitled to may terminate Executive’s employment for Good Reason as set forth in this Agreement at any time for Section 12.05(c) following the occurrence of a Good Reason event. Such notice must provide a reasonably detailed explanation of the Good Reason. For this purpose, the term “Good Reason” shall mean: (i) any reduction in Annual Base Salary (ii) any material reduction or lessening in scope of Executive’s authority, duties or responsibilities as initially or customarily afforded to the positions held by Executive, orally, in writing or by custom and practice; (iii) the relocation by the Company of Executive's primary place of employment with the Company to a location outside of the Los Angeles metropolitan area; (iv) any requirement that Executive report to another officer or employee instead of reporting directly to the Parent Board and the Bank Board; or (v) any other action or inaction that constitutes a material breach or material abuse of discretion by the Company of its duties and obligations under this Agreement. (b) The events described in Section 12.05(a)(i) through (v) above shall constitute Good Reason only if: (i) Executive gives the Company written notice of Executive’s intention to terminate for Good Reason, which written notice shall specify in reasonable detail the nature of the events, facts and circumstances giving rise to such Good Reason, within thirty (30) days following the later of the occurrence of such events, facts or circumstances or Executive’s first awareness of such events, facts or circumstances; and (ii) the Company fails to cure such events, facts or circumstances so as to remove such Good Reason within thirty (30) days after receipt of such written notice from Executive. (c) Executive may terminate Executive’s employment for the Good Reason specified in the written notice referred to in Section 12.05(b)(i) above, if (i) the Company has failed to cure such events, facts or circumstances so as to remove such Good Reason within the 30-day cure period referred to in Section 12.05(b)(ii) above and (ii) Executive gives the Company written notice of such termination. For purposes of this Agreement, “Good Reason” shall mean termination (iand terminates employment) within thirty (30) days after the Company has breached its obligations hereunder in any material respect, (ii) the Company has decreased Executive’s then current Base Salary, (iii) the Company has effected a material diminution in Executive’s reporting responsibilities, authority, or duties as in effect immediately prior to such change, and/or (iv) the occurrence of a Change in Control (as defined below); provided, however, that Executive shall not have the right to terminate this Agreement for Good Reason unless: (A) Executive has provided notice to the Company of any expiration of the foregoing conditions within 90 days of the initial existence of the condition; (B30-day cure period referred to in Section 12.05(b)(ii) the Company has been given at least 30 days after receiving such notice to cure such condition (other than if Good Reason is due to a Change in Control); and (C) Executive actually terminates employment within six months following the initial existence of the condition. In such event, provided that Executive and the Company have executed (and, if applicable, thereafter not revoked) the Mutual Release, Executive shall be entitled to receive (i) Executive’s then current Base Salary through the effective date of such termination, (ii) if entitled to receive a bonus as may be determined by the Compensation Committee or Board of Directors of the Company, a Pro-Rated Bonus, and (iii) Twenty-Four (24) months of Executive’s then current Base Salary payable in a lump sum. Any payment to Executive made pursuant hereto shall be paid to Executive no later than the date that is two and a half months following the calendar year in which such termination for Good Reason occurs. In addition, provided that the Mutual Release has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant to this Section 3(d)above.

Appears in 1 contract

Samples: Employment Agreement (Hope Bancorp Inc)

By Executive for Good Reason. Executive shall be entitled to may terminate this Agreement at any time Executive’s employment for “Good Reason” by giving if, without the Company written notice consent of such termination. For purposes the Executive, any of this Agreement, “Good Reason” shall mean the following events occur: (i) a change to the Company has breached its obligations hereunder Executive’s reporting relationship such that he is no longer reporting to the Board or to a Committee of the Board as the Chief Executive Officer, or, in any material respectthe case of a Change in Control, he is no longer the most senior officer of the entity with authority and responsibility for the Company’s business; (ii) the Company has decreased Executive’s then current Base Salaryannual base salary or target bonus opportunity (including any prior increases to such salary or bonus opportunity) is materially reduced, other than due to an across-the-board reduction of not more than twenty (20) percent attributable to economic conditions and applicable to all executive employees of the Company; (iii) the Company has effected a material diminution in Executive’s reporting status, duties or responsibilities, authority, or making his position inconsistent with his duties as in effect immediately prior to such change, and/or Chief Executive Officer; (iv) prior to an initial public offering, his removal from, or failure to be nominated for or elected to membership on, the occurrence Board, other than due to investigation of a Change in Control possible wrongdoing (as defined below)with reinstatement at the conclusion of such investigation if grounds for dismissal are not found) or prior notice of termination of employment; provided, however, that Executive shall not have the right to terminate this Agreement for Good Reason unless: (Av) Executive has provided notice to failure of the Company of any of to issue the foregoing conditions within 90 days of the initial existence of the conditionOptions contemplated under Section 3.6.1 or 3.6.2; (Bvi) a relocation of Executive’s principal worksite by more than fifty (50) miles, unless the Company has been given at least 30 days after receiving proffered an appropriate executive relocation package to defray the Executive’s expenses and associated costs of such relocation; or (vii) the Company’s material breach of this Agreement, including the provisions of Sections 11, 12 or 17 of this Agreement. Executive agrees to provide the Company with written notice to cure such condition (other than if of the event constituting Good Reason is due to a Change in Control); and within ninety (C90) Executive actually terminates employment within six months following the initial existence days of becoming aware of the condition. In such event, provided that Executive and actions or inactions of the Company have executed (and, if applicable, thereafter not revoked) the Mutual Release, Executive shall be entitled giving rise to receive (i) Executive’s then current Base Salary through the effective date of such termination, (ii) if entitled to receive a bonus as may be determined by the Compensation Committee or Board of Directors of the Company, a Pro-Rated Bonus, and (iii) Twenty-Four (24) months of Executive’s then current Base Salary payable in a lump sumGood Reason. Any payment to Executive made pursuant hereto shall be paid to Executive no later than the date that is two and a half months following the calendar year in which such Such termination for Good Reason occurs. In additionshall become effective thirty (30) days following Executive’s written notice, provided that the Mutual Release Company has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon not cured the actions or inactions giving rise to Executive’s notice of termination pursuant to this Section 3(d)for Good Reason.

Appears in 1 contract

Samples: Executive Employment Agreement (Quintiles Transnational Holdings Inc.)

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By Executive for Good Reason. Executive shall be entitled to terminate this Agreement may, at any time during the Employment Period by notice to Employer, terminate the Employment Period under this Agreement for “Good Reasongood reasonby giving the Company written notice of such terminationeffective immediately. For the purposes hereof, “good reason” means any material breach by Employer of any provision of this AgreementAgreement which, “Good Reason” shall mean (i) the Company has breached its obligations hereunder in any material respectif susceptible of being cured, (ii) the Company has decreased is not cured within 30 days of delivery of notice thereof to Employer by Executive’s then current Base Salary, (iii) the Company has effected a material diminution in Executive’s reporting responsibilities, authority, or duties as in effect immediately prior to such change, and/or (iv) the occurrence of a Change in Control (as defined below); providedit being agreed, however, that the cure period applicable to any failure timely to pay (or any reduction in) compensation or benefits paid or payable to Executive pursuant to the provisions of Section 4 hereof shall not have be limited to seven days after delivery of notice thereof to Employer. Without limitation of the right generality of the foregoing, each of the following shall be deemed to terminate be a material breach of this Agreement for Good Reason unlessby Employer: (Ax) any failure timely to pay (or any reduction in) compensation (including benefits) paid or payable to Executive has provided notice pursuant to the Company provisions of any of the foregoing conditions within 90 days of the initial existence of the conditionSection 4 hereof; (By) any reduction in the Company has been given at least 30 days after receiving such notice to cure such condition (other than if Good Reason is due to a Change duties, responsibilities or perquisites of Executive as provided in Control); Section 3.1 hereof and (Cz) Executive actually terminates employment within six months following the initial existence of the condition. In such event, provided that Executive and the Company have executed (and, if applicable, thereafter not revoked) the Mutual Release, Executive shall be entitled to receive (i) Executive’s then current Base Salary through the effective date of such termination, (ii) if entitled to receive a bonus as may be determined by the Compensation Committee or Board of Directors any transfer of the Company’s principal executive offices outside the geographic area described in Section 3.2 hereof or requirement that Executive principally perform his duties in other than such office. The parties acknowledge and agree that as of the date hereof, no event has occurred giving Executive “good reason” to terminate the Employment Period. The parties further acknowledge that a Pro-Rated Bonus, and (iii) Twenty-Four (24) months of Executive’s then current Base Salary payable in a lump sum. Any payment material breach owing to the failure to timely pay compensation or benefits to Executive made pursuant hereto shall be paid was never intended to Executive no later than the date that is two include an administrative or ministerial lapse by Employer resulting in an inadvertent delay of such payment and a half months following the calendar year in which such termination for Good Reason occurs. In addition, provided that the Mutual Release has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant foregoing seven day cure period will serve to this Section 3(d)permit the Employer to correct such a lapse.

Appears in 1 contract

Samples: Employment Agreement (Bank Jos a Clothiers Inc /De/)

By Executive for Good Reason. Executive shall be entitled to terminate this Agreement at any time may terminate, without liability, the Employment Term for “Good Reason” by giving the Company (as defined below) upon advance written notice of thirty (30) business days to the Company if such circumstance claimed to constitute Good Reason is not cured within such 30-day period. Within ten (10) days after termination by Executive for Good Reason, the Company shall pay to Executive a lump sum payment equal to the sum of: one year’s compensation at the level of his Base Salary at the time of termination; a payment of $8400.00, or a payment equal to 12 months’ payment of the then-current monthly automobile allowance, under Subsection 3(g) herein; a payment of $10,000.00, or the then-current annual allowance, under Subsection 3(h) herein for private club expenses; any unpaid Base Salary for services rendered prior to termination of employment; any accrued but unused vacation, pro rated to the date of termination for the year of termination, and any unpaid balance for prior years; any unreimbursed business expenses; any balance on the annual private club allowance for the year in which the termination occurs; any unpaid automobile allowance through the month of the termination; pro-rated bonuses pursuant to Subsection 3(d) through the date of such termination; and a single payment for the cost of continued coverage under the Company’s benefit plans and the benefits described in Subsection 3(f) herein for a period of one (1) year following the date of termination. Thereafter, the Company’s obligations hereunder shall terminate. Thereafter, the Company’s obligations hereunder shall terminate. For purposes of this Agreement, “Good Reason” shall mean exist if: (i) the Company has breached its obligations hereunder in any there is a permanent assignment to Executive of a role materially inconsistent with, or which constitutes a material respectadverse diminution in, (ii) the Company has decreased Executive’s then current Base Salaryposition, (iii) duties, responsibilities, or status with the Company has effected Company, or a material adverse diminution in Executive’s reporting responsibilities, authoritytitle, or duties as in effect immediately prior to such change, and/or offices; or (ii) there is a material breach by the Company of this Agreement or any other material agreement between the Company and Executive; or (iv) the occurrence Executive is required to relocate his principal place of a Change in Control (as defined below); provided, however, that Executive shall not have the right to terminate this Agreement for Good Reason unless: (A) Executive has provided notice to the Company of any of the foregoing conditions within 90 days of the initial existence of the condition; (B) the Company has been given at least 30 days after receiving such notice to cure such condition (other than if Good Reason is due employment to a Change in Control); and (C) Executive actually terminates employment within six months following the initial existence location outside a radius of the condition. In such event, provided that Executive and the Company have executed (and, if applicable, thereafter not revoked) the Mutual Release, Executive shall be entitled to receive (i) Executive’s then current Base Salary through the effective date of such termination, (ii) if entitled to receive a bonus as may be determined by the Compensation Committee or Board of Directors of 50 miles from the Company’s current offices in Houston, a Pro-Rated Bonus, and (iii) Twenty-Four (24) months of Executive’s then current Base Salary payable in a lump sum. Any payment to Executive made pursuant hereto shall be paid to Executive no later than the date that is two and a half months following the calendar year in which such termination for Good Reason occurs. In addition, provided that the Mutual Release has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant to this Section 3(d)Texas.

Appears in 1 contract

Samples: Employment Agreement (TRC Companies Inc /De/)

By Executive for Good Reason. If Executive shall resign for Good Reason, Executive shall be entitled to terminate continue to receive his Base Salary and Bonus (pro-rated to the date of termination and paid in accordance with Section 3(b) above) payable in regular installments as special severance payments from the date of termination for a period of twelve (12) months thereafter, if and only if Executive has executed and delivered to Employer the General Release substantially in form and substance as set forth in Exhibit A attached hereto and only so long as Executive has not revoked or breached the provisions of the General Release or breached the provisions of this Agreement at or the Non-Compete Agreement and does not apply for unemployment compensation chargeable to Employer during such twelve (12) month period, and Executive shall not be entitled to any time other salary, compensation or benefits after termination of the Period of Employment, except as specifically provided for “Good Reason” in Employer’s employee benefit plans or as otherwise expressly required by giving applicable law (such as COBRA). Notwithstanding anything to the Company contrary contained in this Section 4(c), in the event Executive breaches the provisions of this Agreement or any Ancillary Agreement, the severance amounts payable by Employer under this Section 4(c) shall not terminate unless and until more than fifteen (15) days have elapsed from and after the date written notice of such terminationbreach has been delivered to Executive without such breach having been cured during such 15-day period provided, however, Executive will be permitted to avail himself of the cure rights contained in this Section 4(c) one time only during the Period of Employment. For purposes of this AgreementSection 4(c), “Good Reason” shall will mean Executive’s voluntary resignation within ninety (90) days after the occurrence of any of the following: (i) without the Company has breached its obligations hereunder express written consent of Executive, a reduction in any material respect, Executive’s annualized Base Salary; (ii) without the Company has decreased express written consent of Executive’s then current Base Salary, (iii) the Company has effected a material diminution in Executive’s reporting supervisory responsibilities, authority, ; or duties as in effect immediately prior to such change, and/or (iviii) the occurrence relocation of Executive in connection with any relocation of Employer’s principal place of business to a Change in Control facility or a location more than fifty (as defined below); provided50) miles outside of the greater Coeur d’Alene, howeverIdaho area without Executive’s written consent. In addition, that Employer shall pay Executive’s COBRA health insurance premiums from the date of termination by Executive shall not have the right to terminate this Agreement for Good Reason unless: through the date that is twelve (A12) months after the date of termination by Executive has provided for Good Reason. In the event that Executive terminates his employment for Good Reason, the Company shall be entitled to deliver written notice to Executive within fifteen (15) days following such termination demanding that the Company of any determination of the foregoing conditions within 90 days of the initial existence of the condition; (B) the Company has been given at least 30 days after receiving such notice to cure such condition (other than if Good Reason is due to be determined by arbitration in accordance with the procedures set forth in Section 9 hereof. If the arbitrator determines that Good Reason did not exist, the termination shall be treated as a Change in Control); and (C) Executive actually terminates employment within six months following the initial existence of the condition. In such event, provided that voluntary termination by Executive and the Company shall have executed (and, if applicable, thereafter not revoked) no obligations to pay or provide to Executive the Mutual Releasecompensation payments and other benefits to which he would have otherwise been entitled to pursuant to a termination for Good Reason. If the arbitrator determines that Good Reason did exist, Executive shall be entitled to receive (i) Executive’s then current Base Salary through the effective date of such termination, (ii) if entitled to receive a bonus as may be determined by the Compensation Committee or Board of Directors of the Company, a Pro-Rated Bonus, compensation payments and (iii) Twenty-Four (24) months of Executive’s then current Base Salary payable other benefits set forth in a lump sum. Any payment to Executive made pursuant hereto shall be paid to Executive no later than the date that is two and a half months following the calendar year in which such termination for Good Reason occurs. In addition, provided that the Mutual Release has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant to this Section 3(d4(c).

Appears in 1 contract

Samples: Employment Agreement (NightHawk Radiology Holdings Inc)

By Executive for Good Reason. Executive may terminate, without liability, his employment with the Company for Good Reason (as defined below), provided Executive gives the Company ninety (90) days’ advance written notice of the reason for termination and his intent to terminate this Agreement. During this period, the Company shall have an opportunity to correct the condition constituting Good Reason. If the condition is remedied within this period, Executive’s notice to terminate shall be rescinded automatically; if not remedied, termination of the Executive’s employment shall become effective upon expiration of the above notice period. In this event, the Company shall pay Executive all compensation due and owing through the last day actually worked including any accrued but unused vacation. The Company shall also have the option, in its complete discretion, to make termination effective at any time prior to the end of the notice period, provided that the Company pays Executive all compensation due and owing through the balance of the notice period (not to exceed ninety (90) days). Executive shall be entitled to terminate this Agreement at any time for “Good Reason” by giving the Company written notice of such termination. For purposes of this Agreement, “Good Reason” shall mean (i) the Company has breached its obligations hereunder in any material respect, (ii) the Company has decreased Executive’s then current Base Salary, (iii) the Company has effected a material diminution in Executive’s reporting responsibilities, authority, or duties as in effect immediately prior to such change, and/or (iv) the occurrence of a Change in Control (as defined below); provided, however, that Executive shall not have the exercise his right to terminate this Agreement for Good Reason unless: only if he gives the required notice not more than two (A2) years after the occurrence of the event that is the basis for the Good Reason. If Executive has provided notice terminates his employment with the Company for Good Reason pursuant to the Company provisions of any of the foregoing conditions within 90 days of the initial existence of the condition; (B) the Company has been given at least 30 days after receiving such notice to cure such condition (other than if Good Reason is due to a Change in Controlthis Section 4(f); and (C) Executive actually terminates employment within six months following the initial existence of the condition. In such event, provided that Executive and the Company have executed (and, if applicable, thereafter not revoked) the Mutual Release, Executive shall receive the supplemental retirement benefits described in and pursuant to the terms of subparagraphs 4(c)(i)-(vi) above. Termination shall be entitled to receive for “Good Reason” if Executive voluntarily resigns following: (i) a change in Executive’s then current Base Salary through position with the effective date Company which materially reduces Executive’s level of such termination, responsibility; (ii) a relocation of Executive’s principal place of employment by more than fifty (50) miles, provided and only if entitled to receive a bonus as may be determined such change, reduction or relocation is effected by the Compensation Committee or Board of Directors of the Company, a Pro-Rated Bonus, and Company without Executive’s consent; (iii) Twenty-Four a reduction in base compensation; (24iv) months of Executive’s then current Base Salary payable a reduction in a lump sum. Any payment to Executive made pursuant hereto shall be paid to Executive no later than the date that is two and a half months following the calendar year targeted bonus; or (v) any reduction in which such termination for Good Reason occurs. In addition, provided that the Mutual Release has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant to bonus payments not permitted by this Section 3(d)Employment Agreement.

Appears in 1 contract

Samples: Employment Agreement (Novellus Systems Inc)

By Executive for Good Reason. Executive may terminate, without liability, the Period of Employment for Good Reason (as defined below), provided Executive gives Employer ninety (90) days' advance written notice of the reason for termination and his intent to terminate this Agreement. During this period, Employer shall have an opportunity to correct the condition constituting Good Reason. If the condition is remedied within this period, Executive's notice to terminate shall be rescinded automatically; if not remedied, termination of the Period of Employment shall become effective upon expiration of the above notice period. In this event, Employer shall pay Executive all compensation due and owing through the last day actually worked including any accrued but unused vacation. Employer shall also have the option, in its complete discretion, to make termination effective at any time prior to the end of the notice period, provided that Employer pays Executive all compensation due and owing through the balance of the notice period (not to exceed ninety (90) days). Executive shall be entitled to terminate this Agreement at any time for “Good Reason” by giving the Company written notice of such termination. For purposes of this Agreement, “Good Reason” shall mean (i) the Company has breached its obligations hereunder in any material respect, (ii) the Company has decreased Executive’s then current Base Salary, (iii) the Company has effected a material diminution in Executive’s reporting responsibilities, authority, or duties as in effect immediately prior to such change, and/or (iv) the occurrence of a Change in Control (as defined below); provided, however, that Executive shall not have the exercise his right to terminate this Agreement for Good Reason unless: only if he gives the required notice not more than ninety (A90) days after the occurrence of the event that is the basis for the Good Reason. If Executive has provided notice terminates the Period of Employment for Good Reason pursuant to the Company provisions of any of the foregoing conditions within 90 days of the initial existence of the condition; (B) the Company has been given at least 30 days after receiving such notice to cure such condition (other than if Good Reason is due to a Change in Control); and (C) Executive actually terminates employment within six months following the initial existence of the condition. In such event, provided that Executive and the Company have executed (and, if applicable, thereafter not revoked) the Mutual Releasethis Section 4.f., Executive shall receive the severance benefits described in and pursuant to the terms of subparagraphs 4.c.(i)-(vii) above. Termination shall be entitled to receive for "Good Reason" if Executive voluntarily resigns following: (i) a change in Executive’s then current Base Salary through the effective date 's position with employer which materially reduces Executive's level of such termination, responsibility; (ii) a relocation of Executive's principal place of employment by more than fifty (50) miles, provided and only if entitled to receive a bonus as may be determined such change, reduction or relocation is effected by the Compensation Committee or Board of Directors of the Company, a Pro-Rated Bonus, and (iii) Twenty-Four (24) months of Executive’s then current Base Salary payable in a lump sum. Any payment to Executive made pursuant hereto shall be paid to Executive no later than the date that is two and a half months following the calendar year in which such termination for Good Reason occurs. In addition, provided that the Mutual Release has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant to this Section 3(d).Employer

Appears in 1 contract

Samples: Employment Agreement (Novellus Systems Inc)

By Executive for Good Reason. Executive may terminate, without liability, his employment with the Company for Good Reason (as defined below), provided Executive gives the Company ninety (90) days’ advance written notice of the reason for termination and his intent to terminate this Agreement. During this period, the Company shall have an opportunity to correct the condition constituting Good Reason. If the condition is remedied within this period, Executive’s notice to terminate shall be rescinded automatically; if not remedied, termination of the Executive’s employment shall become effective upon expiration of the above notice period. In this event, the Company shall pay Executive all compensation due and owing through the last day actually worked including any accrued but unused vacation. The Company shall also have the option, in its complete discretion, to make termination effective at any time prior to the end of the notice period, provided that the Company pays Executive all compensation due and owing through the balance of the notice period (not to exceed ninety (90) days). Executive shall be entitled to exercise his right to terminate this Agreement at any time for Good Reason only if he gives the required notice not more than two (2) years after the occurrence of the event that is the basis for the Good Reason. If Executive terminates his employment with the Company for Good Reason pursuant to the provisions of this Section 4(f), Executive shall receive the severance benefits described in and pursuant to the terms of subparagraphs 4(c)(i)-(vii) above. Termination shall be for “Good Reason” by giving the Company written notice of such termination. For purposes of this Agreement, “Good Reason” shall mean if Executive voluntarily resigns following: (i) a change in Executive’s position with the Company has breached its obligations hereunder in any material respect, which materially reduces Executive’s level of responsibility; (ii) a relocation of Executive’s principal place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected by the Company has decreased without Executive’s then current Base Salary, consent; (iii) the Company has effected a material diminution reduction in Executive’s reporting responsibilities, authority, or duties as in effect immediately prior to such change, and/or base compensation; (iv) a reduction in targeted bonus; or (v) any reduction in bonus payments not permitted by this Employment Agreement. If the occurrence of Company undergoes a Change in Control (as defined below); provided) and Executive accepts a position with the Company or its successor, howeveras applicable, that other than Chairman and Chief Executive shall not Officer, Executive will have the right to terminate this Agreement for Good Reason unless: (A) Executive has provided notice to the Company of any of the foregoing conditions within 90 days of the initial existence of the condition; (B) the Company has been given at least 30 days after receiving such notice to cure such condition (other than if Good Reason is due to a Change in Control); and (C) Executive actually terminates employment within six months following the initial existence of the condition. In such event, provided that Executive and the Company have executed (and, if applicable, thereafter not revoked) the Mutual Release, Executive shall be entitled to receive (i) Executive’s then current Base Salary through the effective date of such termination, (ii) if entitled to receive a bonus as may be determined by the Compensation Committee or Board of Directors of the Company, a Pro-Rated Bonus, and (iii) Twenty-Four (24) months of Executive’s then current Base Salary payable in a lump sum. Any payment to Executive made pursuant hereto shall be paid to Executive no later than the date that is two and a half months following the calendar year in which such termination for Good Reason occurs. In addition, provided that the Mutual Release has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant to this Section 3(d).terminate

Appears in 1 contract

Samples: Employment Agreement (Novellus Systems Inc)

By Executive for Good Reason. Executive may terminate, without liability, his employment with the Company for Good Reason (as defined below), provided Executive gives the Company ninety (90) days’ advance written notice of the reason for termination and his intent to terminate this Agreement. During this period, the Company shall have an opportunity to correct the condition constituting Good Reason. If the condition is remedied within this period, Executive’s notice to terminate shall be rescinded automatically; if not remedied, termination of the Executive’s employment shall become effective upon expiration of the above notice period. In this event, the Company shall pay Executive all compensation due and owing through the last day actually worked including any accrued but unused vacation. The Company shall also have the option, in its complete discretion, to make termination effective at any time prior to the end of the notice period, provided that the Company pays Executive all compensation due and owing through the balance of the notice period (not to exceed ninety (90) days). Executive shall be entitled to exercise his right to terminate this Agreement at any time for Good Reason only if he gives the required notice not more than two years after the occurrence of the event that is the basis for the Good Reason. If Executive terminates his employment with the Company for Good Reason pursuant to the provisions of this Section 4.f., Executive shall receive the severance benefits described in and pursuant to the terms of subparagraphs 4.c.(i)-(vii) above. Termination shall be for “Good Reason” by giving the Company written notice of such termination. For purposes of this Agreement, “Good Reason” shall mean if Executive voluntarily resigns following: (i) a change in Executive’s position with the Company which materially reduces Executive’s level of responsibility; (ii) a relocation of Executive’s principal place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected by the Company without Executive’s consent; (iii) a reduction in base compensation; (iv) a reduction in targeted bonus; or (v) a reduction in bonus payments not permitted by this Employment Agreement. If the Company has breached its obligations hereunder in any material respect, (ii) the Company has decreased Executive’s then current Base Salary, (iii) the Company has effected a material diminution in Executive’s reporting responsibilities, authority, or duties as in effect immediately prior to such change, and/or (iv) the occurrence of a Change in Control (as defined below); provided) and Executive accepts a position with the Company or its successor, howeveras applicable, that other than Chairman and Chief Executive shall not Officer, Executive will have the right to terminate this Agreement his employment for Good Reason unless: (A) at any time within the period starting on the date the Change in Control occurs and ending two years later. In the event Executive has provided notice to terminates his employment under the Company circumstances described in the preceding sentence, any unvested stock options, restricted stock or similar awards held by Executive on the date of termination shall immediately vest and become exercisable or released from any of the foregoing conditions within 90 days of the initial existence of the condition; (B) the Company has been given at least 30 days after receiving such notice to cure such condition (other than if Good Reason is due to a applicable restrictions on transfer or repurchase rights. For this purpose, “Change in Control); and (C) Executive actually terminates employment within six months following the initial existence of the condition. In such event, provided that Executive and the Company have executed (and, if applicable, thereafter not revoked) the Mutual Release, Executive shall be entitled to receive (i) Executive’s then current Base Salary through the effective date of such termination, (ii) if entitled to receive a bonus as may be determined by the Compensation Committee or Board of Directors of the Company, a Pro-Rated Bonus, and (iii) Twenty-Four (24) months of Executive’s then current Base Salary payable in a lump sum. Any payment to Executive made pursuant hereto shall be paid to Executive no later than the date that is two and a half months following the calendar year in which such termination for Good Reason occurs. In addition, provided that the Mutual Release has been executed, all Unvested Equity Grants, if any, shall automatically become fully vested upon termination pursuant to this Section 3(d).mean:

Appears in 1 contract

Samples: Amended And (Novellus Systems Inc)

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