Common use of Termination by Executive for Good Reason Clause in Contracts

Termination by Executive for Good Reason. Executive’s employment with the Company may be terminated by Executive for Good Reason (as defined below). If Executive terminates his employment pursuant to this Section 4.5, Executive shall be entitled to receive the same benefits as if his employment had been terminated by the Company without Cause under Section 4.4 (subject to the provisions and conditions set forth herein). For purpose of this Section 4.5, the term “Good Reason” means any of the following:

Appears in 8 contracts

Samples: Employment Agreement (TC3 Health, Inc.), Employment Agreement (Change Healthcare Inc.), Employment Agreement (Emdeon Inc.)

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Termination by Executive for Good Reason. It is expressly acknowledged and agreed that if Executive’s 's employment with shall be terminated because the Executive resigns for Good Reason, then all of the obligations under Sections 1 through 5 of the Company may be terminated by Executive for Good Reason (as defined below). If Executive terminates his employment pursuant to this Section 4.5, and Executive shall be entitled to receive the same benefits as if his employment had been terminated by cease except that the Company shall pay, or provide the following benefits, to Executive without Cause under Section 4.4 (subject further recourse or liability to the provisions and conditions set forth herein). For purpose of this Section 4.5, the term “Good Reason” means any of the followingCompany:

Appears in 6 contracts

Samples: Employment Agreement (Brooks Automation Inc), Employment Agreement (Brooks Automation Inc), Employment Agreement (Brooks Automation Inc)

Termination by Executive for Good Reason. Executive’s employment with the Company hereunder may be terminated by Executive for Good Reason (as defined below)) at any time during the Employment Term, subject to Section 6.1(e)(iii) hereof. If Executive terminates his For purposes of this Agreement, Executive’s voluntary termination of employment pursuant to this Section 4.5, Executive shall for Good Reason (as defined below) will be entitled to receive the same benefits treated as if his employment had been terminated a termination by the Company without Cause cause” if such termination of employment occurs under Section 4.4 (subject to the provisions and conditions set forth herein). For purpose of this Section 4.5, the term “Good Reason” means any of the followingfollowing conditions:

Appears in 5 contracts

Samples: Richter Employment Agreement (Hill International, Inc.), Raouf S. Ghali Employment Agreement (Hill International, Inc.), Employment Agreement (Hill International, Inc.)

Termination by Executive for Good Reason. Executive’s employment with The Executive may terminate the Company may be terminated by Executive Term of Employment for Good Reason (as defined below). If Executive terminates his employment pursuant upon written notice to this the Company if all of the requirements for a Good Reason set forth in Section 4.51(v) hereof have been met, and the Executive shall be entitled to receive the same payments and benefits as if his employment had been terminated by the Company provided in Section 6(e) above for a termination without Cause under Section 4.4 (subject to the provisions and conditions set forth herein). For purpose of this Section 4.5, the term “Good Reason” means any of the following:Cause.

Appears in 5 contracts

Samples: Employment Agreement (Insmed Inc), Employment Agreement (Insmed Inc), Employment Agreement (Insmed Inc)

Termination by Executive for Good Reason. Executive’s employment with the Company may be terminated by Executive for Good Reason (as defined below). If Executive terminates his employment pursuant to this Section 4.5for Good Reason, Executive shall will be entitled to receive the same benefits as if his employment had been terminated by involuntarily under Article I, Section 5. Any benefits provided under this section are conditioned on Executive giving written notice to the Company without Cause under Section 4.4 subsection (subject to a) below and meeting the provisions and conditions requirements for a satisfactory release as set forth herein). For purpose of this in Article III, Section 4.5, the term “Good Reason” means any of the following:2.

Appears in 5 contracts

Samples: Employment Agreement (Mueller Water Products, Inc.), Employment Agreement (Mueller Water Products, Inc.), Employment Agreement (Mueller Water Products, Inc.)

Termination by Executive for Good Reason. Executive’s employment with the Company may be terminated by Executive for Good Reason (as defined below). If Executive terminates his employment pursuant to this Section 4.5for Good Reason, Executive shall will be entitled to receive the same benefits as if his employment had been terminated by involuntarily under Article I, Section 5(a). Any benefits provided under this section are conditioned on Executive giving written notice to the Company without Cause under Section 4.4 subsection (subject to a) below and meeting the provisions and conditions requirements for a satisfactory release as set forth herein). For purpose of this in Article III, Section 4.5, the term “Good Reason” means any of the following:2.

Appears in 4 contracts

Samples: Employment Agreement (Mueller Water Products, Inc.), Employment Agreement (Mueller Water Products, Inc.), Employment Agreement (Mueller Water Products, Inc.)

Termination by Executive for Good Reason. Executive’s employment with The Executive may terminate the Company may be terminated by Executive Term of Employment for Good Reason (as defined below). If Executive terminates his employment pursuant upon written notice to this the Company if all of the requirements for a Good Reason set forth in Section 4.51(q) hereof have been met, and the Executive shall be entitled to receive the same payments and benefits as if his employment had been terminated by the Company provided in Section 6(e) above for a termination without Cause under Section 4.4 (subject to the provisions and conditions set forth herein). For purpose of this Section 4.5, the term “Good Reason” means any of the following:Cause.

Appears in 3 contracts

Samples: Employment Agreement (Reven Housing REIT, Inc.), Employment Agreement (Reven Housing REIT, Inc.), Employment Agreement (Reven Housing REIT, Inc.)

Termination by Executive for Good Reason. Executive’s During the Term, the Executive may resign her employment with the Company may be terminated by Executive for Good Reason (as defined below)Reason. If Executive terminates his employment pursuant to this Section 4.5Upon such a termination, the Executive shall be entitled to receive those benefits described in Section 6(c) as though the same benefits as if his employment Executive had been terminated by the Company without Cause under Section 4.4 (subject to the provisions and conditions set forth herein)Cause. For purpose purposes of this Section 4.5Agreement, the term “Good Reason” means the occurrence of any of the followingfollowing circumstances:

Appears in 3 contracts

Samples: Employment Agreement (Egalet Corp), Employment Agreement (Egalet Corp), Employment Agreement (Egalet Corp)

Termination by Executive for Good Reason. (i) Executive’s employment with the Company may be terminated at any time by Executive for Good Reason (as defined below)Reason. If In the event that Executive terminates his employment pursuant to this Section 4.5with the Company for Good Reason, Executive shall be entitled to receive the same benefits Accrued Obligations, Option vesting, and Severance that he would have been entitled to receive under Section 4(d) as if his employment had been were terminated by the Company without Cause under Section 4.4 (subject to the provisions and conditions set forth herein). For purpose of this Section 4.5, the term “Good Reason” means any of the following:Cause.

Appears in 3 contracts

Samples: Employment Agreement (Microphase Corp), Employment Agreement (Microphase Corp), Employment Agreement (Microphase Corp)

Termination by Executive for Good Reason. In the event that the Executive’s employment with hereunder is terminated: (i) because the Company may be terminated by Executive for Good Reason (as defined below). If Executive terminates his employment does not continue in office pursuant to this Section 4.5, Executive shall be entitled to receive the same benefits as if his employment had been terminated 5(a) hereof; or (ii) by the Company without Cause under pursuant to Section 4.4 5(b) hereof; or (subject iii) by the Executive for Good Reason pursuant to Section 5(e) hereof, then in any such event the Company shall pay or provide, as applicable, the following compensation and benefits to the provisions and conditions set forth herein). For purpose of this Section 4.5, the term “Good Reason” means any of the followingExecutive:

Appears in 2 contracts

Samples: Employment Agreement (Erie Indemnity Co), Employment Agreement (Erie Indemnity Co)

Termination by Executive for Good Reason. (a) Executive’s 's ---------------------------------------- employment with the Company may be terminated at any time by Executive for Good Reason (as defined below)Reason. If Executive terminates his employment pursuant to this Section 4.5for Good Reason, Executive the Company shall be entitled to receive have the same benefits as obligations to Executive that it would have had under Section 4.4 if his Executive's employment had been with the Company were terminated by the Company without Cause under Section 4.4 (subject to the provisions and conditions set forth herein). For purpose of this Section 4.5, the term “Good Reason” means any of the following:Cause.

Appears in 2 contracts

Samples: Employment Agreement (Careinsite Inc), Employment Agreement (Careinsite Inc)

Termination by Executive for Good Reason. Executive’s (a) Executive may terminate his employment with the Company may during the Employment Period (and the Employment Period will be terminated by Executive terminated) for Good Reason (as defined below)Reason. If Executive terminates his employment pursuant to this Section 4.5with the Company for Good Reason, Executive shall be entitled to receive the same such benefits as described in Section 5.3(a) that he would have been entitled to receive as if his employment had been the Employment Period were terminated by the Company without Cause under Section 4.4 (subject to the provisions and conditions set forth herein). For purpose of this Section 4.5, the term “Good Reason” means any of the following:Cause.

Appears in 2 contracts

Samples: Employment Agreement (Emdeon Corp), Employment Agreement (Webmd Corp /New/)

Termination by Executive for Good Reason. Executive’s Executive may terminate his employment with under this Agreement for Good Reason, in which event the Company may be terminated by Executive for Good Reason (as defined below). If Executive terminates his employment pursuant to this Section 4.5, Executive shall be entitled to receive still have the same benefits obligations to Executive under this Agreement as if his employment had been terminated by the Company without Cause under provided for in Section 4.4 (subject to the provisions and conditions set forth herein4(b). For purpose of this Section 4.5, the term “Good Reason” means any of the following:.

Appears in 2 contracts

Samples: Employment Agreement (Stant Corp), Employment Agreement (Stant Corp)

Termination by Executive for Good Reason. Executive’s (a) Executive may terminate his employment with the Company may during the Employment Period (and the Employment Period will be terminated by Executive terminated) for Good Reason (as defined below)Reason. If Executive terminates his employment pursuant to this Section 4.5with the Company for Good Reason, Executive shall be entitled to receive the same benefits as salary and welfare benefit continuation, bonus, and the acceleration of vesting and continued exercisability of the Stock Options that he would have been entitled to receive under Section 5.3 if his employment had been the Employment Period were terminated by the Company without Cause under Section 4.4 (subject to the provisions and conditions set forth herein). For purpose of this Section 4.5, the term “Good Reason” means any of the following:Cause.

Appears in 2 contracts

Samples: Employment Agreement (Webmd Corp /New/), Employment Agreement (Webmd Corp /New/)

Termination by Executive for Good Reason. Executive’s (a) Executive may terminate his employment with the Company may be terminated by Executive for Good Reason (as defined below)Reason. If Executive terminates his employment pursuant to this Section 4.5with the Company for Good Reason, Executive shall be entitled to receive the same benefits as salary and health benefit continuation, and following a Change of Control, the continued lapsing of the risk of forfeiture on the Restricted Shares and the acceleration of vesting of the Stock Options that he would have been entitled to receive under Section 5.3 if his employment had been were terminated by the Company without Cause Cause, under Section 4.4 (subject to the provisions and conditions set forth herein). For purpose of this Section 4.5, the term “Good Reason” means any of the following:in such section.

Appears in 1 contract

Samples: Employment Agreement (Netscreen Technologies Inc)

Termination by Executive for Good Reason. Executive’s employment with the Company may be terminated by Executive for Good Reason (as defined below). If Executive terminates his employment pursuant to this Section 4.5for Good Reason, Executive shall will be entitled to receive the same benefits as if his employment had been terminated by involuntarily under Article I, Section 5. Any benefits provided under this Section are conditioned on Executive giving written notice to the Company without Cause under Section 4.4 subsection (subject to a) below and meeting the provisions and conditions requirements for a satisfactory release as set forth herein). For purpose of this in Article III, Section 4.5, the term “Good Reason” means any of the following:1.

Appears in 1 contract

Samples: Employment Agreement (Mueller Water Products, Inc.)

Termination by Executive for Good Reason. (a) Executive’s 's employment with the Company may be terminated at any time by Executive for Good Reason (as defined below)Reason. If Executive terminates his employment pursuant to this Section 4.5for Good Reason, Executive the Company shall be entitled to receive have the same benefits obligations to Executive that it would have had under Section 4.4 as if his Executive's employment had been with the Company were terminated by the Company without Cause under Section 4.4 (subject to the provisions and conditions set forth herein). For purpose of this Section 4.5, the term “Good Reason” means any of the following:Cause.

Appears in 1 contract

Samples: Employment Agreement (Webmd Corp /New/)

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Termination by Executive for Good Reason. Executive’s The Executive may terminate her employment with the Company may be terminated by Executive under this Agreement for Good Reason (as defined below)) by written notice to the Company. If Executive terminates his employment Any termination for Good Reason pursuant to this Section 4.5, Executive 5(d) shall be entitled deemed to receive the same benefits as if his employment had been terminated be a termination by the Company without Cause and Executive shall be eligible for the payments and benefits under Section 4.4 (5(c) of this Agreement, subject to the provisions terms and conditions set forth herein)thereof. For purpose purposes of this Section 4.5Agreement, the term “Good Reason” means any of the followingmeans:

Appears in 1 contract

Samples: Employment Agreement (Ulta Salon, Cosmetics & Fragrance, Inc.)

Termination by Executive for Good Reason. Executive’s employment with The Executive may terminate the Company may be terminated by Executive Term of Employment for Good Reason (as defined below). If Executive terminates his employment pursuant upon written notice to this the Company if all of the requirements for a Good Reason set forth in Section 4.51(r) hereof have been met, and the Executive shall be entitled to receive the same payments and benefits as if his employment had been terminated by the Company provided in Section 6(e) above for a termination without Cause under Section 4.4 (subject to the provisions and conditions set forth herein). For purpose of this Section 4.5, the term “Good Reason” means any of the following:Cause.

Appears in 1 contract

Samples: Employment Agreement (Reven Housing REIT, Inc.)

Termination by Executive for Good Reason. Executive’s employment with the Company may be terminated by Executive for Good Reason (as defined below). If Executive terminates his employment pursuant to this Section 4.5for Good Reason, Executive shall will be entitled to receive the same benefits as if his employment had been terminated by involuntarily under Article I, Section 5. Any benefits provided under this section are conditioned on Executive satisfying the Company without Cause under Section 4.4 (subject to the provisions and conditions Good Reason requirements set forth herein). For purpose of below in this Section 4.56 and meeting the requirements for a satisfactory release as set forth in Article III, the term “Good Reason” means any of the following:Section 2.

Appears in 1 contract

Samples: Employment Agreement (Mueller Water Products, Inc.)

Termination by Executive for Good Reason. Executive’s (a) Employee may terminate his employment with the Company may be terminated by Executive for Good Reason (as defined below)Reason. If Executive Employee voluntarily terminates his employment pursuant to this Section 4.5with the Company for Good Reason, Executive Employee shall be entitled to receive the same benefits as Base Salary and health benefit continuation that he would have been entitled to receive under Section 5.3 if his employment had been were terminated by the Company without Cause under Section 4.4 (subject to the provisions and conditions set forth herein). For purpose of this Section 4.5, the term “Good Reason” means any of the following:Cause.”

Appears in 1 contract

Samples: Amendment and Assumption Agreement (Netscreen Technologies Inc)

Termination by Executive for Good Reason. Executive’s employment with the Company may be terminated by Executive for Good Reason (as defined below). If Executive terminates his employment pursuant to this Section 4.5for Good Reason, Executive shall will be entitled to receive the same benefits as if his employment had been terminated by involuntarily under Article I, Section 5. Any benefits provided under this section are conditioned on Executive satisfying the Company without Cause under Section 4.4 (subject to the provisions and conditions Good Reason requirements set forth herein). For purpose of below in this Section 4.56 and meeting the requirements for a satisfactory release as set forth in Article III, the term “Good Reason” means any of the following:Section 2.

Appears in 1 contract

Samples: Employment Agreement (Mueller Water Products, Inc.)

Termination by Executive for Good Reason. Executive’s Executive may terminate his employment with the Company may be terminated by Executive Employer for Good Reason (Reason. For purposes of this Agreement, and subject to Employer’s opportunity to cure as defined below). If Executive terminates his employment pursuant to provided in this Section 4.54(b), Executive shall be entitled to receive the same benefits as if his employment had been terminated by the Company without Cause under Section 4.4 (subject to the provisions and conditions set forth herein). For purpose of this Section 4.5, the term have “Good Reason” means any to terminate his employment hereunder if such termination shall be the result of the following:(in each case, without Executive’s consent):

Appears in 1 contract

Samples: Employment Agreement (Plumas Bancorp)

Termination by Executive for Good Reason. Executive’s Executive may resign from and terminate his employment with the Company may be terminated by Executive for Good Reason (as defined belowherein). If Executive terminates his employment pursuant to this Section 4.5resigns for Good Reason, Executive shall be entitled to receive the same Base Salary and benefits as if his employment had been terminated by the Company without Cause under Section 4.4 (subject to the provisions and conditions set forth hereinin Section 2.1 and Section 2.2(a). For purpose , respectively, through the effective date of this such termination, and such post termination benefits as are specified in Section 4.52.2(b) or 2.2(c), the term “Good Reason” means any of the following:as

Appears in 1 contract

Samples: Employment Agreement (Westell Technologies Inc)

Termination by Executive for Good Reason. Executive’s employment with The Executive may terminate the Company may be terminated by Executive Term of Employment for Good Reason (as defined below). If Executive terminates his employment pursuant to this Section 4.5, and the Executive shall be entitled to receive the same payments and benefits as if his employment had been terminated by the Company provided in Section 6(e) above for a termination without Cause under Section 4.4 (subject to the provisions and conditions set forth herein). For purpose of this Section 4.5, the term “Good Reason” means any of the following:Cause.

Appears in 1 contract

Samples: Employment Agreement (Integrity Applications, Inc.)

Termination by Executive for Good Reason. (a) Executive’s employment with the Company may be terminated at any time by Executive for Good Reason (as defined below). If In the event that Executive terminates his employment pursuant to this Section 4.5with the Company for Good Reason, Executive shall be entitled to receive the same payments and COBRA benefits as if his employment had been terminated by the Company without Cause under specified in Section 4.4 (subject to the provisions and conditions set forth herein). For purpose of this Section 4.5, the term “Good Reason” means any of the following:above.

Appears in 1 contract

Samples: Employment Agreement (HLTH Corp)

Termination by Executive for Good Reason. Executive’s (a) Executive may terminate his employment with the Company may or CareInsite (and the Employment Period with respect to the Company or CareInsite will be terminated by Executive terminated) for Good Reason (as defined below)Reason. If Executive terminates his employment pursuant to this Section 4.5with the Company or CareInsite for Good Reason, Executive shall be entitled to receive the same benefits as salary and welfare benefit continuation, bonus, and the acceleration of vesting and continued exercisability of the Stock Options and the New Options that he would have been entitled to receive under Section 5.3 if his employment had been the Employment Period were terminated by the Company or CareInsite without Cause under Section 4.4 (subject to the provisions and conditions set forth herein). For purpose of this Section 4.5, the term “Good Reason” means any of the following:Cause.

Appears in 1 contract

Samples: Employment Agreement (Webmd Corp /New/)

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