By You for Good Reason. At any time during the Term, you may terminate your employment for “Good Reason”, which, for the purposes of this Agreement, shall mean that without your written agreement or other voluntary action on your part, the Employer:
By You for Good Reason. You may terminate your employment for Good Reason upon notice to the Company setting forth in reasonable detail the nature of the good reason. For the purposes of this Agreement, “Good Reason” is defined as any one of the following occurring without your written consent: (i) the Company’s relocation of you to an office located more than 35 miles from Newington, New Hampshire, (ii) a material diminution in Base Salary or (iii) a material breach by the Company of this Agreement; provided that, in the case of either (i), (ii) or (iii), notice of the claimed Good Reason is provided within 60 days of the condition being known to you and the applicable relocation, diminution or breach remains uncured for a period of 30 days following your written notice to the Company. You must terminate your employment, if at all, not later than 120 days following the occurrence giving rise to Good Reason; provided, however, that in the event the Company provides you with the notice referred to in Section 5(a)(v) hereof, you may not seek to terminate your employment hereunder for Good Reason after receipt of such notice and prior to the date that is 2 days following the expiration of the 15 day cure period.
By You for Good Reason. If, during the Contract Period, the Company terminates your employment, other than for Cause or Death, or you terminate employment for Good Reason, the Company shall pay to you, amounts equal to compensation and benefits set forth in Sections 4 and 6 as if you had remained employed by the Company pursuant to this Agreement, all such sums to be payable at the time when the same would have become due and payable if Termination had not occurred; provided, that the Bonus portion shall be equal to the prorated Bonus paid to you in the fiscal year ending prior to Termination; provided, further, that you shall continue to receive for the period described above benefits described in Section 4(d) and, to the extent any benefits described in Section 4(d) cannot be provided pursuant to a plan or program maintained by the Company for its executives, the Company shall provide such benefits outside such plan or program at no additional cost (including without limitation tax cost) to you and your family; and provided, finally, that during any period when the you are eligible to receive benefits of the type described in clause (i) of Section 4(d) under another employer-provided plan, the benefits provided by the Company under this Section 6(c) may be made secondary to those provided under such other plan. In addition to the foregoing, the Restrictions on any Atlas Energy units or AAI stock outstanding on the Date of Termination shall terminate as of the Date of Termination and all options to acquire Atlas Energy units or AAI stock outstanding on the Date of Termination shall be fully vested and exercisable and shall remain in effect and exercisable through the end of their respective terms, without regard to the Termination of your employment. The payments and benefits provided pursuant to this Section 6(c) are intended to compensate you for a Termination by the Company other than for Cause or for the actions of the Company leading to a Termination by you for Good Reason, and shall be the sole and exclusive remedy therefor. If you are terminated by reason of Disability, you shall assign to Company any benefits received on account of Company provided disability insurance for the period on which this severance payment is based. You shall not be required to mitigate the amount of any payment provided for in this Section 6(c) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced by any compensation or any retir...
By You for Good Reason. 1. Termination of your employment by you shall qualify as a termination for “Good Reason” if all of the following conditions are met:
By You for Good Reason. You may terminate your employment for “Good Reason” as defined herein upon 30 days written notice delivered to the Company. “Good Reason” for purposes of this Restated Agreement shall mean the occurrence of any of the following events without your written consent: (i) a material reduction by the Company in your Base Salary or Target Bonus opportunity (other than an inadvertent reduction not occurring in bad faith and that is remedied by the Company within 45 days after receipt of notice thereof given by you and other than where the same proportionate reduction is made to the annual base salaries or Target Bonus opportunities of all of the Company’s senior management generally), (ii) a material diminution in your duties or responsibilities that is not reasonably cured within thirty (30) days after receipt of notice thereof given by you stating in reasonable detail the actions or omissions purported to constitute a breach of the Company’s obligations in that respect, (iii) a material breach by the Company of any of its obligations under this Restated Agreement (including the Exhibits hereto) that is not reasonably cured within thirty (30) days after receipt of notice thereof given by you stating in reasonable detail the actions or omissions purported to constitute a breach of the Company’s obligations hereunder, or (iv) a relocation of your principal Company office to a location more than 50 miles from Atlanta, Georgia. In the event you terminate your employment for Good Reason pursuant to this subsection (e), following termination, the Company shall pay to you or provide you with all the compensation and benefits that you are entitled to receive under subsection 10(d) above, in each case payable at the times and subject to the terms and conditions provided in subsection 10(d) above, as if the Company had terminated your employment Without Cause.
By You for Good Reason. In the event your employment is terminated by you for Good Reason, this Agreement shall terminate on the date set forth in your notice of termination consistent with Paragraph 7(f) and you shall be entitled to receive: (i) all accrued but unpaid salary earned by you through the date of such termination; and (ii) a lump sum, cash severance payment on the date of termination of employment equal to two times your Annualized Includable Compensation, as defined in the Termination Agreement, taking as a Base Period the two most recent taxable years ending before the date of your termination of employment.
By You for Good Reason. You may resign your employment for Good Reason. “Good Reason” shall mean your resignation from employment within 180 days after the occurrence, without your written consent, of any of the following events; provided however, that you must give written notice to Alcobra within 90 days after the occurrence of the event allegedly constituting Good Reason, and Alcobra shall have thirty (30) days after such notice to cure: (i) a material diminution in your authority or responsibilities; (ii) a material reduction by Alcobra in the total compensation that you are eligible to earn; or (iii) Alcobra requires you to relocate outside of the United States.
By You for Good Reason. You may terminate this Agreement for Good Reason, at any time, by giving at least ninety (90) days' advance written notice to Company. In the event of your termination of Agreement for Good Reason, you will be entitled to receive your Base Salary then in effect, prorated to the date of termination, and the Termination Payment, provided you: (a) comply with all surviving provisions of this Agreement; (b) execute a full general release, releasing all claims, known or unknown, that you may have against Company arising out of or in any way related to your services or termination of this Agreement with Company. All other Company obligations to you pursuant to this Agreement will become automatically terminated and completely extinguished. You will be deemed to have resigned for Good Reason in the following circumstances: (a) Company's material breach of this Agreement; (b) your position and/or duties are so materially modified that your duties are no longer consistent with the duties contained in this Agreement; or (c) your seat on the Board of Directors is eliminated.
By You for Good Reason. You may terminate your employment for Good Reason. For purposes of this Agreement, "Good Reason" means, without your written consent,
By You for Good Reason. You may terminate the Transition Period (at any time before June 30, 2003), the Consulting Period (at any time before July 1, 2004) and/or the Chairmanship Period (at any time before July 1, 2005), for Good Reason upon notice to the Company setting forth in reasonable detail such Good Reason. The following shall constitute Good Reason to terminate the Transition Period, the Chairmanship Period and/or the Consulting Period: (i) a material failure of the Company to provide you with compensation and benefits in accordance with the terms this Agreement which is not cured within ten (10) days after the Company receives written notice from you describing such material failure; or (ii) a material breach of this Agreement by the Company which breach causes harm to you. In the event of termination of the Transition Period, Consulting Period and/or Chairmanship Period pursuant to this Paragraph 4(d), in addition to any amounts earned but unpaid prior to the termination date, the Company shall pay you a lump sum in the amount representing the remainder of the Consulting Fees and/or Chairman Fees, as applicable, through June 30, 2007.
