Termination of Employment by the Executive for Good Reason. The Executive may terminate his employment at any time during the Term for Good Reason by giving the Corporation written notice of his intention to do so. This notice must describe, in reasonable detail, the reasons for which the Executive believes he has Good Reason to terminate his employment. If, during the ensuing thirty (30) days or, if shorter, the remainder of the Term (“Cure Period”), the Corporation cures the condition cited by the Executive, no termination will occur under this section. However, if the Corporation does not cure the condition cited by the Executive during the Cure Period, this Agreement will terminate at the end of the Cure Period (“Good Reason Termination Date”) and the terms of this section will apply regardless of any other event (other than as provided in Section 5.06) that occurs after the delivery of the written notice of intent to terminate for Good Reason. [1] This Agreement and the Executive’s employment will terminate as of the Good Reason Termination Date. [2] The Corporation will pay or cause to be paid or made available to the Executive: [a] Any unpaid installments of his Base Salary, calculated through the Good Reason Termination Date; [b] The value of any accrued but unused paid-time-off, calculated under the terms of the Corporation’s paid-time-off policy for similar events; [c] Continuation of Base Salary at the rate then in effect for twelve (12) months, paid in accordance with the Corporation’s normal payroll procedures beginning on the Good Reason Termination Date; [d] A lump sum payment (less lawful payroll deductions and taxes) equal to the “target” cash bonus amount most recently established before the Good Reason Termination Date; [e] In addition to the payments described in Section 5.05[2][c], continuation of Base Salary for twenty-four (24) months, paid in accordance with the Corporation’s normal payroll procedures beginning on the Good Reason Termination Date and in consideration of the obligations assumed under Article 6. In the event the Executive breaches the obligations contained under Article 6, the obligation to pay continuation of Base Salary under this Section 5.05[2][e] will terminate; [f] In addition to the payments described in Section 5.05[2][d], lump sum payments (less lawful payroll deductions and taxes) within five (5) days after the first and second anniversaries of the Good Reason Termination Date each equal to the “target” cash bonus amount most recently established before the Good Reason Termination Date and also in consideration of the obligations assumed under Article 6. In the event the Executive breaches the obligations contained under Article 6, the obligation to pay the lump sum payments under this Section 5.05[2][f] will terminate;
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Samples: Employment Agreement (Firstmerit Corp /Oh/), Employment Agreement (Firstmerit Corp /Oh/)
Termination of Employment by the Executive for Good Reason. The Executive may terminate his employment at any time during the Term for Good Reason by giving the Corporation written notice of his intention to do so. This notice must describe, in reasonable detail, the reasons for which the Executive believes he has Good Reason to terminate his employment. If, during the ensuing thirty (30) days or, if shorter, the remainder of the Term (“Cure Period”), the Corporation cures the condition cited by the Executive, no termination will occur under this section. However, if the Corporation does not cure the condition cited by the Executive during the Cure Period, this Agreement will terminate effective at the end of the Cure Period (“60-day period following the date that the Executive notifies the Company in writing in accordance with Section 24 below that he intends to terminate his employment for Good Reason Termination (the "Good Reason Notification Date”) "), such notice to state in detail the particular event that constitutes Good Reason. The Company shall have reasonable opportunity to cure the event constituting Good Reason; PROVIDED, HOWEVER, that if the Company has not cured such event to the reasonable satisfaction of Executive (and the terms Executive has not waived the Company's failure to cure) during the 30-day period following the Good Reason Notification Date (the "Good Reason Curing Period"), the Executive may terminate his employment effective following the end of this section will apply regardless the Good Reason Curing Period; PROVIDED FURTHER, HOWEVER, that the Executive may not terminate his employment for Good Reason after the end of any other the 90-day period following the date the Executive first learns that the event (other than constituting Good Reason has occurred. Upon a termination by the Executive of his employment for Good Reason, the Term of Employment shall end as of the date of the termination of the Executive's employment and the Executive shall be entitled to the same payments and benefits as provided in Section 5.0611(d) ("Termination of Employment by the Company Without Cause Prior to a Section 2 Notification Date") above or Section 11(e) ("Termination of Employment by the Company Without Cause On or After a Section 2 Notification Date") above, as the case may be; PROVIDED, HOWEVER, that occurs after if the delivery of the written notice of intent to terminate Executive terminates his employment for Good Reason. [1] This Agreement and Reason based on a reduction in Base Salary under Section 1(i)(1) above, then the Executive’s employment will terminate as of the Good Reason Termination Date. [2] The Corporation will pay or cause Base Salary to be paid or made available to used in determining the Executive: [a] Any unpaid installments of his Base Salary, calculated through the Good Reason Termination Date; [b] The value of any accrued but unused paid-time-off, calculated under the terms of the Corporation’s paid-time-off policy for similar events; [c] Continuation of Base Salary at the rate then in effect for twelve (12) months, paid amount payable in accordance with Section 11(d)(3) or 11(e)(3) above, as the Corporation’s normal payroll procedures beginning on case may be, shall be the Good Reason Termination Date; [d] A lump sum payment (less lawful payroll deductions and taxes) equal to the “target” cash bonus amount most recently established before the Good Reason Termination Date; [e] In addition to the payments described in Section 5.05[2][c], continuation of Base Salary for twenty-four (24) months, paid in accordance with the Corporation’s normal payroll procedures beginning on the Good Reason Termination Date and in consideration of the obligations assumed under Article 6. In the event the Executive breaches the obligations contained under Article 6, the obligation effect immediately prior to pay continuation of Base Salary under this Section 5.05[2][e] will terminate; [f] In addition to the payments described in Section 5.05[2][d], lump sum payments (less lawful payroll deductions and taxes) within five (5) days after the first and second anniversaries of the Good Reason Termination Date each equal to the “target” cash bonus amount most recently established before the Good Reason Termination Date and also in consideration of the obligations assumed under Article 6. In the event the Executive breaches the obligations contained under Article 6, the obligation to pay the lump sum payments under this Section 5.05[2][f] will terminate;such reduction.
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Termination of Employment by the Executive for Good Reason. The Executive may terminate his employment at any time during the Term for Good Reason by giving the Corporation written notice of his intention to do so. This notice must describe, in reasonable detail, the reasons for which the Executive believes he has Good Reason to terminate his employment. If, during the ensuing thirty (30) days or, if shorter, the remainder of the Term (“Cure Period”), the Corporation cures the condition cited by the Executive, no termination will occur under this section. However, if the Corporation does not cure the condition cited by the Executive during the Cure Period, this Agreement will terminate at the end of the Cure Period (“Good Reason Termination Date”) and the terms of this section will apply regardless of any other event (other than as provided in Section 5.06) that occurs after the delivery of the written notice of intent to terminate for Good Reason. [1] This Agreement and the Executive’s employment will terminate as of the Good Reason Termination Date. [2] The Corporation will pay or cause to be paid or made available to the Executive: [a] Any unpaid installments of his Base Salary, calculated through the Good Reason Termination Date; [b] The value of any accrued but unused paid-time-off, calculated under the terms of the Corporation’s paid-time-off policy for similar events; [c] Continuation of Base Salary at the rate then in effect for twelve (12) months, paid in accordance with the Corporation’s normal payroll procedures beginning on the Good Reason Termination Date; [d] A lump sum payment (less lawful payroll deductions and taxes) equal to the “target” cash bonus amount most recently established before the Good Reason Termination Date; [e] In addition to the payments described in Section 5.05[2][c], continuation of Base Salary for twenty-four (24) months, paid in accordance with the Corporation’s normal payroll procedures beginning on the Good Reason Termination Date and in consideration of the obligations assumed under Article 6. In the event the Executive breaches the obligations contained under Article 6, the obligation to pay continuation of Base Salary under this Section 5.05[2][e] will terminate; [f] In addition to the payments described in Section 5.05[2][d], lump sum payments (less lawful payroll deductions and taxes) within five (5) days after the first and second anniversaries of the Good Reason Termination Date each equal to the “target” cash bonus amount most recently established before the Good Reason Termination Date and also in consideration of the obligations assumed under Article 6. In the event the Executive breaches the obligations contained under Article 6, the obligation to pay the lump sum payments under this Section 5.05[2][f] will terminate; [g] At the Corporation’s expense, continuation of medical and dental coverage for thirty-six (36) months beginning on the Good Reason Termination Date at a level equivalent to that provided immediately before the Good Reason Termination Date; provided that, with respect to the last eighteen (18) months of such coverage, [i] the benefits provided during the Executive’s taxable year may not affect the benefits to be provided to the Executive in any other taxable year, [ii] reimbursement of any eligible expense must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred and [iii] the right to such continued coverage is not subject to liquidation or exchange for another benefit. The applicable COBRA health insurance benefit continuation period shall begin coincident with the beginning of this benefit continuation period;
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