By Employee for Good Reason. Employee may terminate employment --------------------------- hereunder for Good Reason at any time upon written notice to the Company setting forth in reasonable detail the nature of such Good Reason. The following shall constitute Good Reason for termination by Employee:
By Employee for Good Reason. Employee may terminate her employment at any time for Good Reason; provided that Employee notifies promptly Employer of any act or omission that she asserts to constitute Good Reason and Employer fails to take reasonable steps to cure such breach within 30 days. For purposes of this Agreement, "Good Reason" shall mean:
By Employee for Good Reason. The Employee shall have the right to terminate his employment for Good Reason, after providing prior written notice to the Company of the existence of the condition giving rise to the notice, as prescribed in this Section 7(f). “Good Reason” for termination of employment by the Employee shall mean, the occurrence of any of the following events without the expressed written consent of the Employee: (a) a failure by the Company to comply with any of the material provisions of this Agreement; (b) assignment to the Employee of any duties inconsistent in any material respect with the Employee’s position (including titles and reporting relationships), authority, duties or responsibilities as set forth in Paragraph 1 of this Agreement, or any other action by the Company that results in a significant diminution in such position, authority, duties or responsibilities; (c) a material diminution in the Employee’s budgetary authority (it being understood that a mere reduction in the amount of the budget shall not constitute Good Reason); (d) an adverse change in the Employee’s base compensation or (e) an adverse change in the Employee’s Target Bonus Percentages set forth in Section 4(a) hereof (it being understood that the failure to achieve annual performance goals or a change in the annual performance goals shall not constitute Good Reason). The parties agree that (x) the Company seeking to relocate Employee from the Employee’s primary residence as of immediately prior to the Effective Date and (y) the Employee being required to travel to a significantly greater extent that he was required to travel immediately prior to the Effective Date shall in either case also constitute “Good Reason” and a termination by the Company based upon a refusal to so relocate or travel shall not be considered “Cause.” Prior to the Employee’s right to terminate his employment for Good Reason, the Employee must give prior written notice of intention to terminate employment for Good Reason to the Chair of the Board of the Company, making express reference to this Section 7(f), stating with specificity the act(s) or failure(s) to act that constitute the Good Reason, and if applicable, the material provisions of this Agreement with which the Company has failed to comply, followed by a failure of the Company to correct such failure within fifteen (15) days after written notice by the Employee is sent by certified mail.
By Employee for Good Reason. If, after a Change of Control and during the Employment Term, the Company (or, if applicable the ultimate parent company), terminates the Employee's employment other than for Cause, death or Disability, or the Employee terminates employment for Good Reason, the Company shall pay to the Employee in a lump sum in cash within 30 days of the Date of Termination an amount equal to three times the sum of (i) the amount of Base Salary in effect at the Date of Termination, plus (ii) the maximum Bonus for which the Employee is eligible for the 12-month period in which the Date of Termination occurs.
By Employee for Good Reason. The Executive, by written notice to the Company, may terminate Executive’s employment hereunder if a “Good Reason” exists. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following circumstances without the Executive’s prior express written consent: (a) a substantial and material breach of this Agreement by the Company; (b) a failure by the Company to make any payment to Executive when due, unless the payment is not material and is being contested by the Company, in good faith; or (c) a material and adverse change in Executive’s compensation and benefits described in Section 3 of this Agreement with which Executive disagrees. Notwithstanding the foregoing, “Good Reason” shall not be deemed to exist with respect to the Company’s acts described in clauses (a), (b) or (c) above, unless the Executive shall have given written notice to the Company specifying the Good Reason with reasonable particularity and, within thirty (30) calendar days after such notice, the Company shall not have cured or eliminated the problem or thing giving rise to such Good Reason; provided, however, that a repeated breach after notice and cure of any provision of clauses (a), (b) or (c) above involving the same or substantially similar actions or conduct, shall be grounds for termination for Good Reason without any additional notice from the Executive. Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.6(d).
By Employee for Good Reason. Employee may terminate Employee's employment for good reason, in which event Employee shall be entitled to the same rights under this Agreement as if Company had terminated Employee's employment without cause. If Employee wishes to terminate employment for good reason Employee shall first give Company 30 days' written notice of the circumstances constituting good reason and an opportunity to cure, unless the circumstances are not subject to being cured. Following the notice and opportunity to cure (if cure is not made), or immediately if notice and opportunity to cure are not required, Employee may terminate employment for good reason by giving written notice of termination. The notice may take effect immediately or at such later date as Employee may designate, provided that Company may accelerate the termination date by giving five business days' written notice of the acceleration.
By Employee for Good Reason. The Employee may terminate his employment under this Agreement after the Effective Date, upon at least 30 days' prior notice to the Board of the Company, for Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of the following:
By Employee for Good Reason. Employee may terminate, without liability, the Period of Employment for Good Reason (as defined below) upon ten (10) days' advance written notice to Company. In the event of a termination by Employee of the Period of Employment for Good Reason pursuant to this Subsection (d), Employee shall be entitled to the Severance Benefits (as defined in Section 4(f) below) upon the terms provided in said Section 4(f), and, except as provided in Section 6 below, Company shall have no further obligations to Employee with respect to his employment relationship with Company following payment of the Severance Benefits. "Good Reason" shall exist in the event of (i) a change in Employee's position with Company which materially reduces Employee's level of responsibility or the nature of Employee's functions as set forth herein, (ii) a greater than ten percent (10%) reduction of Employee's level of compensation (including base salary, fringe benefits and participation in non-discretionary bonus programs under which awards are payable pursuant to objective financial or performance standards) or (c) a relocation of Employee's principal place of employment by more than thirty-five (35) miles, provided such that change, reduction or relocation is effected without Employee's written consent. During the ten (10) day notice period, Company shall have the right, but not the obligation, to take corrective action to reinstate Employee to such former position, responsibility, compensation level or location and terminate the right of Employee to terminate the Period of Employment pursuant to this Subsection (d) as a result of such prior change to Employee's position, responsibility, compensation level or location. Employee acknowledges that Company may be combined with or merged into Parent or any Affiliated Company and such merger or combination, including any changes in the entity to whom Employee reports thereafter, will not be deemed by itself to constitute Good Reason for purposes of this Subsection (d). (e)
By Employee for Good Reason. This Agreement and Employee’s employment with Matador may be terminated at any time, at the election of Employee, for Good Reason in accordance with Section 13, and such termination for Good Reason shall be treated as an involuntary separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder. As used in this Agreement, “Good Reason” shall mean (i) the assignment to Employee of duties inconsistent with the title of Vice President-Reservoir Engineering or his then-current office, or a material diminution in Employee’s then current authority, duties or responsibilities; (ii) a diminution of Employee’s then current Base Salary or other action or inaction that constitutes a material breach of this Agreement by Matador; or (iii) the relocation of Matador’s principal executive offices to a location more than thirty (30) miles from Matador’s current principal executive offices or the transfer of Employee to a place other than Matador’s principal executive offices (excepting required travel on Matador’s business). Within thirty (30) days from the date Employee knows of the actions constituting Good Reason as defined in this Section 12(g), Employee shall give Matador written notice thereof, and provide Matador with a reasonable period of time, in no event exceeding thirty (30) days, after receipt of such notice to remedy the alleged actions constituting Good Reason; provided, however, that Matador shall not be entitled to notice of, and the opportunity to remedy, the recurrence of any alleged actions (or substantially similar actions) constituting Good Reason in the event that Employee has previously provided notice of such prior alleged actions (or substantially similar actions) to Matador and provided Matador an opportunity to cure such prior actions (or substantially similar actions). In the event Matador does not cure the alleged actions, if Employee does not terminate this Agreement and his employment within sixty (60) days following the last day of Matador’s cure period, Employee shall not be entitled to terminate his employment for Good Reason based upon the occurrence of such actions; provided, however, that any recurrence of such actions (or substantially similar actions) may constitute Good Reason. Any corrective measures undertaken by Matador are solely within its discretion and do not concede or indicate agreement that the actions described in...
By Employee for Good Reason. If Employee terminates his employment hereunder for Good Reason and within two years following a Change of Control (as defined below), Employer shall provide Employee with the severance benefits provided in Section 7.2(d) except that the Severance Period shall be the greater of (A) the remainder of the two years following the Change of Control following the effective date of termination, and (B) the Severance Period provided in Section 7.2(d). For the purposes of this Section only, Good Reason shall mean the definitions included in Section 7.2(e)(i) or any of the following:
