With or Without Good Reason. The Executive’s employment may be terminated by the Executive voluntarily with or without Good Reason (as defined in Exhibit A attached hereto).
With or Without Good Reason. The Executive may terminate his employment and the Employment Period with or without “Good Reason” (as defined below) by giving to the Company a Notice of Termination. For purposes of this Agreement, “Good Reason” means, without the Executive’s express written consent:
With or Without Good Reason. This Agreement and the Executive's employment may be terminated by the Executive with or without Good Reason. For purposes of this Agreement, "Good Reason" means:
With or Without Good Reason. The Executive’s employment may be terminated by the Executive with or without Good Reason. For purposes of this Agreement, “Good Reason” means the Executive’s voluntary resignation after any of the following actions are taken by the Company or any of its subsidiaries without the Executive’s consent: (i) there has been a reduction in the Executive’s Base Salary; (ii) the Executive experiences a substantial diminution in the Executive’s title, status, reporting relationships, authority, duties, or responsibilities; (iii) any intentional, material breach by the Company of the terms of this Agreement; (iv) any relocation of the Executive’s principal office more than 20 miles from the Executive’s principal office as of the Effective Date or (v) the Company delivers to the Executive notice of the Company’s intent not to renew this Agreement as of any Renewal Date in accordance with Section 1. To terminate employment with Good Reason, (A) the Executive must provide written notice of any alleged violation of clauses (i) through (iv) above stating the basis for such termination within 90 days following any such alleged violation, (B) the Company shall have 30 days following receipt of the written notice described in clause (A) to cure the alleged violation (the “Cure Period”), and (C) if the Company fails to cure the alleged violation, the Executive must terminate the Executive’s employment with the Company during the 30-day period following the Cure Period.
With or Without Good Reason. Employee may terminate their employment with Employer for any reason, with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following: (i) a material diminution of, or the assignment by the Board to Employee of any material duties that are clearly inconsistent with, Employee’s status, title and position as Executive Vice President, Chief Financial Officer and Chief Operating Officer of Employer (which includes Employee no longer holding their title in the ultimate parent company of Employer following a Change in Control (as defined below) of Employer); (ii) a reduction in Employee’s Base Salary or target bonus opportunity or a failure by Employer to pay Employee any amounts required to be paid under this Agreement, which failure continues uncured for a period of 15 days after written notice thereof is given by Employee to the Board; (iii) the requirement that Employee relocate their principal work location by more than 50 miles from the Company’s headquarters at 0000 Xxxx Xxxxxx Xxx., Xxxxxx Xxxx, XX 00000, other than in a direction that reduces Employee’s daily commuting distance; (iv) Employer provides Employee notice as contemplated by Section 3 of its decision not to renew this Agreement on the terms set forth herein; or (v) a material breach of the Agreement by Employer or any material and repeated interference by the Board or any Employer employee or stockholder with Employee’s ability or authority to discharge their duties or responsibilities hereunder that continues after the reasonable notice and opportunity to cure. Notwithstanding the occurrence of any of the foregoing events or circumstances, a resignation shall not be deemed to constitute resignation for Good Reason unless (x) Employee gives Employer written notice of the purported Good Reason not more than 60 days after the initial existence of such event or circumstance, (y) such event or circumstance has not been cured within 30 days following Employer’s receipt of such notice and (z) if Employer does not cure such circumstance, Employee actually terminates their employment not more than 30 days following the end of the applicable cure period.
With or Without Good Reason. The Executive's employment may be terminated by the Executive with or without Good Reason. For purposes of this Agreement, "Good Reason" means: (i) A material diminution in the Executive?s authority, duties or responsibilities as compared with the Executive's authority, duties or responsibilities with the Company immediately prior to the Effective Date; provided, however, that Good Reason shall not be deemed to occur upon a change in authority, duties or responsibilities that is solely and directly a result of the Company no longer being a publicly traded entity and does not involve any other event set forth in this Section 6(d); (ii) A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report immediately prior to the Effective Date; (iii) A material change in the geographic location at which the Executive must perform services for the Company, which for this purposes shall mean the Company requiring the Executive to be based at any office or location other than that described in Section 4(a)(ii) hereof, except for travel required in the performance of the Executive's responsibilities which shall be no more extensive than the customary travel requirements of Executive prior to the Effective Date; or (iv) Any other action or inaction that constitutes a material breach of this Agreement by the Company; provided, however, that a termination by Executive for Good Reason shall be effective only if (i) the Executive has provided a Notice of Termination to the Company within 90 days after the initial existence of the event constituting Good Reason that an event constituting Good Reason has occurred, (ii) within 30 days following the delivery of such Notice of Termination by Executive to the Company, the Company has failed to cure the circumstances giving rise to Good Reason and (iii) the Executive resigns from employment prior to the end of the Employment Period.
With or Without Good Reason. The Executive's employment may be --------------------------- terminated by the Executive with or without Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without the Executive's prior written consent, a material breach by the Company of this Agreement (and without limitation, any breach by the Company of its obligations pursuant to the last sentence of Section 2(a)(i) hereof shall be a material breach), other than a breach which is remedied by the Company within 30 days after receipt of notice thereof given by the Executive.
With or Without Good Reason. (1) You may terminate your employment for Good Reason or without Good Reason, by providing not less than 30 days’ prior written notice of such termination to the Company, and, if such notice is properly given, your employment hereunder will terminate as of the close of business on the 30th day after such notice is deemed to have been given or such later date as is specified in such notice.
With or Without Good Reason. The Executive may terminate his employment for any reason by providing not less than thirty (30) days' prior written notice of such termination to the Company. If such notice is properly given, the Executive's employment hereunder will terminate as of the close of business on the thirtieth (30th) day after such notice is deemed to have been given or such other date as mutually agreed by the Parties.
With or Without Good Reason. The Executive may terminate his employment under this Agreement with or without Good Reason (as defined below) at any time during either the Initial Employment Term or any extension thereof under Section 2. Upon any termination of the Executive’s employment under this Section 5.3, the Company’s sole compensation obligation (solely for purposes of and with respect to this Agreement and the Executive’s employment with the Company or any of its direct or indirect subsidiaries), if any, shall be as provided under Section 7.2 (if the termination is without Good Reason) or Section 7.3 (if the termination is with Good Reason). In the event that the Executive fails, without good cause, to follow the procedures for notice and cure provided in this Section 5.3 and the Executive’s employment under this Agreement in fact terminates at the initiation of the Executive, such termination shall be deemed a termination by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following to which the Executive shall not consent in writing: (i) a reduction in the Executive’s Base Salary, (ii) a reduction in the Executive’s annual Bonus Opportunity (as defined in Section 3.2(a)), including a material change in the individual performance goals applicable to the Executive’s annual Bonus Opportunity that (A) as of the date of such change, makes achievement of those goals highly unlikely even if the Executive performs his obligations under this Agreement, and (B) would result in a reduction in the annual Bonus Opportunity, (iii) a relocation of the Executive’s primary place of employment to a location more than fifty (50) miles from his place of employment as described in Section 1, (iv) the reassignment of the Executive to a position that is not the Chancellor of South University and its subsidiaries, or an executive officer level position or the assignment of duties that are not consistent with such positions, (v) a material change in the control or structure of the Company, the University or their subsidiaries which would either (A) materially and adversely affect the opportunity of the Executive to develop and implement the “Health Profession Programs” contemplated by the Purchase Agreement or (B) materially diminish the responsibilities, duties, scope or authority of the Executive’s position as Chancellor of South University from that in effect as of the Effective Date, (vi) a material breach of this Agreement by the Company, (vi...
