Good Reason Termination. Good Reason Termination means a Termination of Employment initiated by Participant that is related to one or more conditions described in subsection (a), and that is subject to the timing, notice and remedy provisions of subsection (b):
Good Reason Termination. The Executive may resign and terminate the Term and the Executive’s employment with the Company for “Good Reason” upon not less than 30 days prior written notice to the Company if the Company fails to fully cure the effect of such condition within 30 days following receipt of Executive’s written notice.
Good Reason Termination. On the date the Executive terminates his employment for Good Reason. The term “Good Reason” means the occurrence of any one of the following:
Good Reason Termination. A Good Reason Termination under Section 1.6.7 shall entitle Executive to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer:
Good Reason Termination. Subject to the following, thirty (30) days following the written notice by Executive to Employer’s Boards of Directors described in this Section 1.6.7; provided, however, that during any such thirty (30) day period, Employer may suspend, with no reduction in pay or benefits, Executive from Executive’s duties as set forth herein (including, without limitation, Executive’s position as a representative and agent of Employer and Employer’s Affiliates) (termination pursuant to this Section 1.6.7 being referred to herein as “Good Reason Termination”). For purposes of this Section 1.6.7, a Good Reason Termination shall occur when Executive provides written notice to Employer’s Boards of Directors of termination for “Good Reason”, which, as used herein, shall mean the occurrence of any of the following events without Executive’s express written consent:
Good Reason Termination. Good Reason Termination" shall mean Executive's terminating employment with the Company following the occurrence of an event constituting Good Reason, but only if:
Good Reason Termination. Upon written notice to Employer, you may terminate your employment hereunder for “Good Reason” at any time during the Original Employment Term not more than thirty (30) calendar days after you become aware of the occurrence of the event constituting Good Reason. Such notice shall state an effective date no earlier than thirty (30) calendar days after the date it is given. Employer shall have thirty (30) calendar days from the giving of such notice within which to cure and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured. Good Reason shall mean, without your prior written consent, other than in connection with the termination of your employment for “Cause” (as defined above) or incapacity (as set forth in Paragraph 8) or as a result of your death:
Good Reason Termination. The Executive may terminate his or her employment for “Good Reason” at any time upon forty-five (45) days notice to the Employer. For this purpose, “Good Reason” shall be deemed to exist if, absent the Executive’s written consent: (i) there is a material diminution in title and/or duties, responsibilities or authority of the Executive, including a change in reporting responsibilities specified in Attachment B (except that a decrease in job grade, standing alone, will not qualify as a material diminution) (a “Material Diminution”); (ii) the Employer changes the geographic location of the Executive’s principal place of business to a location that is at least 50 miles away from the geographic location of the Executive’s principal place of business prior to such change (“Relocation”); (iii) there is a willful failure or refusal by the Employer to perform any material obligation under this Agreement; or (iv) there is a reduction in the Executive’s annual rate of base salary as in effect on the date of this Agreement (or as the same may be increased hereafter) (“Annual Base Salary”) or annual bonus target percentage of base salary as in effect on the date of this Agreement (or as the same may be increased hereafter) (the “Target Bonus Percentage”), other than a reduction which is part of a general cost reduction affecting at least ninety percent (90%) of the executives of the Employer holding positions of comparable levels of responsibility (or who are otherwise commonly aggregated for purposes of applying compensation and benefits programs) and which does not exceed ten percent (10%) of the Executive’s Annual Base Salary and Target Bonus Percentage, in the aggregate, when combined with any such prior reductions; provided, however, and notwithstanding anything to the contrary in this Agreement, that if the condition described in clause (iv) occurs and the Executive terminates employment for Good Reason, then any severance payments or benefits determined under this Agreement with reference to the Executive’s Annual Base Salary and Target Bonus Percentage, shall instead be determined prior to any reduction in the Executive’s Annual Base Salary and Target Bonus Percentage described in clause (iv) of this Agreement. In any case of any event described in clauses (i) through (iv) above, the Executive shall only have ninety (90) days from the date the event that constitutes Good Reason first arises to provide the Employer with written notice of the grounds for a Good R...
Good Reason Termination. Notwithstanding anything in this Agreement to the contrary, SCU may terminate Employee’s employment under this Agreement for “Good Reason” at any time during the Term by written notice to Employee. “Good Reason” means termination of Employee by SCU if in the reasonable opinion of Xxx Xxxxxx in his capacity as the Chief Executive officer of SCU, Employee has not met the expectations or fulfilled the responsibilities required of Employee’s position. If Employee is terminated for Good Reason under this Paragraph 8(e) Employee will receive as Employee’s sole and exclusive remedy and in lieu of any Salary or bonus payments under this Agreement or otherwise, and conditioned on Employee’s execution of a General Release and Waiver of Claims substantially in the form attached hereto as an Addendum: (i) Employee’s Salary, as in effect on the date of such termination, for twelve (12) months, less applicable withholding and deductions, payable in a single cash lump sum payment within 30 days following termination; (ii) Employee’s Base Bonus for the calendar year in which such termination occurred (not pro-rated), payable by the end of the first quarter of the following year and (ii) medical and dental insurance coverage provided under COBRA at no cost to Employee pursuant to SCU’s then-current benefit plans for one (1) year after termination or, if earlier, the date upon which Employee becomes eligible for medical and dental coverage from a third party (provided, that, during the period that SCU provides Employee with this coverage, as may be required by law, will be included in Employee’s income for tax and SCU may withhold taxes from employee’s compensation for this purpose). If during the term of this Agreement, Xxx Xxxxxx in no longer the Chief Executive officer of SCU, this Section 8(e) shall be deemed terminated and of no further force and effect
Good Reason Termination. Executive may terminate his employment for Good Reason during the Employment Term only within the Change in Control Protected Period, except that Executive may not give notice of termination for Good Reason during any period in which the Executive is unable to substantially perform his duties with the Company due to physical or mental illness. In order to effect a termination for Good Reason, Executive must, within 60 days following the event giving rise to Executive's claim, deliver a written notice to the Company that sets forth the specific event or circumstance giving rise to Good Reason by reference to one or more clauses of the definition of Good Reason set forth in Section 8.16 of this Agreement.
