Termination by Employee for Good Reason. Employee may terminate his employment hereunder for "Good Reason." As used herein, "Good Reason" shall mean the continuance of any of the following after ten (10) days' prior written notice by Employee to the Company, specifying the basis for such Employee's having Good Reason to terminate this Agreement:
Termination by Employee for Good Reason. Employee may terminate this Agreement and declare this Agreement to have been terminated “without cause” by the Company (and, therefore, for “Good Reason”) upon the occurrence, without Employee’s consent, of any of the following circumstances:
Termination by Employee for Good Reason. If Employee terminates employment with the Company for Good Reason within 90 days of a Good Reason event, or within twelve (12) months if the Good Reason event is a Change of Control, and Employee signs and does not revoke a Release, then Employee shall be entitled to the same benefits as set forth in Sections 6(b)(i) through 6(b)(iv) above.
Termination by Employee for Good Reason. Employee shall have the right to terminate this Agreement and his employment hereunder at any time during the Term for “Good Reason” upon sixty (60) days prior written notice to the Company’s Board. The effective date of such termination shall be after the completion of the sixty (60) day notice period. For purposes of this Agreement, “Good Reason” shall mean any of the following:
Termination by Employee for Good Reason. Employee terminates his employment with Employer during the Term for Good Reason. Upon the occurrence of any of the events described above in SECTIONS 7(A) through 7(C), inclusive, or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment except as otherwise provided herein and further, provided that upon the occurrence of any event described in SECTION 7(A), Employee shall be entitled to receive the proceeds of the life insurance policy maintained by Employer for the benefit of Employee on the life of Employee or upon the occurrence of an event described in SECTION 7(B), Employee shall be entitled to the benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months of the occurrence of a "change of control" (as defined below) cease to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee, within 45 days of the severance of employment described in this paragraph, a lump-sum payment equal to (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and shall be exercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such be...
Termination by Employee for Good Reason. Employee may terminate his employment with any and all Consolidated Companies at any time for Good Reason (as defined below), provided Employee has delivered a written notice to the Board of Parent that briefly describes the facts underlying Employee's belief that Good Reason exists and the Company has failed to cure such situation within 15 days of its receipt of such notice.
Termination by Employee for Good Reason. Employee may terminate this Agreement at any time by providing the Company 30 days’ written notice, with or without “Good Reason.” For purposes hereof, the term “Good Reason” shall exist upon (i) a material diminution in the Employees’ Salary; (ii) a material diminution in the Employee’s authority, duties or responsibilities; (iii) a material change in geographic location at which the Employee performs services; or (iv) any material breach by the Company of this Agreement. “Good Reason Process” means the following series of actions: (i) the Employee reasonably determines in good faith that Good Reason exists, (ii) the Employee notifies the Company or the acquiring or succeeding corporation (if applicable) in writing of the existence of Good Reason within 60 days of the occurrence of the event that gave rise to the existence of Good Reason, (iii) the Employee cooperates in good faith with the Company’s (or the acquiring or succeeding corporations, if applicable) efforts to remedy the conditions that gave rise to the existence of Good Reason for a period of 30 days following such notice (such 30 day period, the “Cure Period”), (iv) notwithstanding such efforts, Good Reason continues to exist and (v) the Employee terminates his employment within 30 days after the end of the Cure Period. For the avoidance of doubt, if the Company or the acquiring or succeeding corporation successfully remedies the conditions that gave rise to the existence of Good Reason during the Cure Period, Good Reason shall be deemed not to have existed. In the event the Employee terminates employment under this Agreement for Good Reason, the Employee shall be eligible to receive the severance benefits set forth in Section 3.2 (e).
Termination by Employee for Good Reason. Employee may terminate Employee’s employment for Good Reason upon thirty (30) days prior written notice to the Employer. Such a termination shall be treated as a termination by the Employer without cause, and Employee shall be entitled to be paid the amounts provided in paragraph 4(a), subject to the same terms and conditions as set forth in paragraph 4(a). To the extent Employee receives a payment that is deemed an “excess parachute payment” within the meaning of Internal Revenue Code Section 280G triggered by termination pursuant specifically to Section 4(f)(i) below, Employer will reimburse Employee to the extent Employee is required to pay excise tax (including taxes owed on the reimbursement itself) specifically attributable to the payment. This remittance shall be made by the end of Employee’s taxable year in which Employee remits the excise taxes. For purposes of this paragraph, Employee shall be deemed to have “Good Reason” if: (i) the Employer or Anaren commits a breach of a material term of this Agreement, unless such breach was isolated, inadvertent, not committed in bad faith and was cured within fifteen (15) days of receipt of written notice from Employee to the Secretary of Anaren; (ii) the Employee’s duties change materially, or (iii) Employer relocates its current Camarillo facility beyond a thirty-five (35) mile radius of its current location. Notwithstanding anything to the contrary, loss of duties as a result of Employer’s previous “public company” status will not constitute a “material change in duties” for purpose of this paragraph. If the Employee terminates this Agreement pursuant to (i) of this paragraph, the provisions of paragraph 7 will not apply
Termination by Employee for Good Reason. The Employee shall have the right at any time to terminate his employment under this Agreement for Good Reason (as defined herein) within ninety (90) days of learning of such Good Reason. For purposes of this Agreement, the term "Good Reason" means (a) any assignment to the Employee of any title or duties that are materially inconsistent with the Employee's present positions, titles, duties, or responsibilities, other than an insubstantial or inadvertent action which is remedied by the applicable Employer promptly after receipt of written notice from the Employee, or which is approved of by the Employee in writing; or (b) any failure by an Employer to comply in a material respect with any provision of Section 3, 4, 5, or 6, other than a insubstantial or inadvertent failure which is remedied by the applicable Employer promptly after receipt of written notice from the Employee. Any termination for Good Reason shall be effective upon the Employee giving the Employers written notice that the Employee is terminating his employment, and setting forth in reasonable detail the basis for such termination, and that such termination is for Good Reason. Any such termination shall be effective upon the giving of such notice by the Employee; and any such notice shall terminate his employment with both Employers. Notwithstanding the above, the assignment to the Employee of any title or duties at the Bank or the Company that he has previously held or performed at the Bank or the Company, shall not be sufficient to constitute Good Reason for termination of employment by the Employee.
Termination by Employee for Good Reason. 7.02 Employee may terminate his employment with Company for Good Reason. For purposes of this Agreement, “
