Common use of Voluntary Resignation for Good Reason Clause in Contracts

Voluntary Resignation for Good Reason. Xxxxxxxx may resign Xxxxxxxx' employment as President and Chief Executive Officer of the Company at any time and, if such resignation is for "Good Reason", Xxxxxxxx shall be entitled to the same payments and benefits that Xxxxxxxx would receive under Section 6.1 if Xxxxxxxx' employment were being terminated by the Company other than for Cause or Xxxxxxxx becoming Disabled. "Good Reason" shall mean any one or more of the following: (i) failure of UST to complete its IPO on or before March 31, 1998; (ii) failure of the Company to appoint or re-appoint Xxxxxxxx to the office of President and Chief Executive Officer (excluding in the circumstances described in Section 3.1); (iii) failure of the Company's members to elect or re-elect Xxxxxxxx to the Board; (iv) failure of the Company, by act, omission, amendment to the instruments governing its organization and operation or otherwise, to vest in Xxxxxxxx the position, duties and responsibilities contemplated by this Agreement; (v) failure by the Company to pay when due any portion of the compensation payable to Xxxxxxxx hereunder; (vi) any material breach by the Company of any material provision of this Agreement; (vii) on or following a Change of Control (as such term is defined in the Company's LTIP, as the same may be amended from time to time), either Xxxxxxxx is assigned any duties or responsibilities materially inconsistent with, or diminished from, Xxxxxxxx' duties and responsibilities with the Company and the UST Group immediately prior to the Change of Control, or, Xxxxxxxx' status, duties, responsibilities, titles or offices with the Company and the UST Group are materially diminished from those in effect immediately prior to the Change of Control, as determined in the good faith opinion of Xxxxxxxx; or (viii) Xxxxxxxx, on the basis of a certificate of a medical doctor mutually acceptable to the Company and Xxxxxxxx, becomes unable to properly discharge his duties and responsibilities as President and Chief Executive Officer of the Company due to the substantial deterioration of his physical or mental health and gives the Company 30 days prior written notice of his resignation; provided, however, Good Reason shall exist with respect to a matter described in (ii) through (vii) above that is capable of being corrected by the Company only if such matter is not corrected by the Company within a 30-day period following its receipt of written notice of such matter from Xxxxxxxx, and in no event shall a termination by Xxxxxxxx occurring more than 60 days following any such written notice or the event described in (i) above be for Good Reason.

Voluntary Resignation for Good Reason. Xxxxxxxx Executive may resign Xxxxxxxx' Executive's employment as President and Chief Executive Officer of with the Company at any time and, if such resignation is for "Good Reason", Xxxxxxxx Executive shall be entitled to the same payments and benefits that Xxxxxxxx Executive would receive under Section 6.1 if Xxxxxxxx' Executive's employment were being terminated by the Company other than for Cause or Xxxxxxxx Executive becoming Disabled. "Good Reason" shall mean any one or more of the following: (i) failure of UST to complete its IPO on or before March 31, 1998; (ii) failure of the Company to appoint or re-appoint Xxxxxxxx Executive to the office of President and Chief Executive Officer (excluding in the circumstances described in Section 3.1)Chairman; (iii) failure of the Company's members to elect or re-elect Xxxxxxxx Executive to the Board; (iv) failure of the Company, by act, omission, amendment to the instruments governing its organization and operation or otherwise, to vest in Xxxxxxxx Executive the position, duties and responsibilities contemplated by this Agreement; (v) failure by the Company to pay when due any portion of the compensation payable to Xxxxxxxx Executive hereunder; (vi) any material breach by the Company of any material provision of this Agreement; or (vii) on or following a Change of Control (as such term is defined in the Company's LTIP, as the same may be amended from time to time), ) either Xxxxxxxx Executive is assigned any duties or responsibilities materially inconsistent with, or diminished from, Xxxxxxxx' Executive's duties and responsibilities with the Company and the UST Group immediately prior to the Change of Control, or, Xxxxxxxx' Executive's status, duties, responsibilities, titles or offices with the Company and the UST Group are materially diminished from those in effect immediately prior to the Change of Control, as determined in the good faith opinion of Xxxxxxxx; or (viii) Xxxxxxxx, on the basis of a certificate of a medical doctor mutually acceptable to the Company and Xxxxxxxx, becomes unable to properly discharge his duties and responsibilities as President and Chief Executive Officer of the Company due to the substantial deterioration of his physical or mental health and gives the Company 30 days prior written notice of his resignationExecutive; provided, however, Good Reason shall exist with respect to a matter described in (ii) through (vii) above that is capable of being corrected by the Company only if such matter is not corrected by the Company within a 30-day reasonable period following its receipt of written notice of such matter from XxxxxxxxExecutive, and in no event shall a termination by Xxxxxxxx Executive occurring more than 60 days following any such written notice or the event described in (i) above be for Good Reason.

Voluntary Resignation for Good Reason. Xxxxxxxx Executive may resign Xxxxxxxx' Executive's employment as President and Chief Executive Officer of with the Company at any time and, if such resignation is for "Good Reason", Xxxxxxxx Executive shall be entitled to the same payments and benefits that Xxxxxxxx Executive would receive under Section 6.1 (i)-(v) and 6.1 (vi) (B) if Xxxxxxxx' Executive's employment were being terminated by the Company other than for Cause or Xxxxxxxx Executive becoming Disabled. "Good Reason" shall mean any one or more of the following: (i) failure of UST to complete its IPO on or before March 31, 1998; (ii) failure of the Company to appoint or re-appoint Xxxxxxxx Executive to the office offices of Executive Vice President and Chief Executive Operating Officer (excluding in the circumstances described in Section 3.1)or to more senior offices; (iii) failure of the Company's members to elect or re-elect Xxxxxxxx Executive to the Board; (iv) failure of the Company, by act, omission, amendment to the instruments governing its organization and operation or otherwise, to vest in Xxxxxxxx Executive the position, duties and responsibilities contemplated by this Agreement; (v) failure by the Company to pay when due any portion of the compensation payable to Xxxxxxxx Executive hereunder; (vi) any material breach by the Company of any material provision of this Agreement; (vii) if, prior to December 31, 2000, the Company relocates its principal executive offices more than 75 miles from the Borough of Manhattan in the City of New York and fails to provide Executive, within such 75-mile radius, with the items set forth in the second sentence of Section 3.3; or (viii) on or following a Change of Control (as such term is defined in the Company's LTIP, LTIP as the same may be amended from time to time), either Xxxxxxxx Executive is assigned any duties or responsibilities materially inconsistent with, or diminished from, Xxxxxxxx' Executive's duties and responsibilities with the Company and the UST Group immediately prior to the Change of Control, or, Xxxxxxxx' Executive's status, duties, responsibilities, titles or offices with the Company and the UST Group are materially diminished from those in effect immediately prior to the Change of Control, as determined in the good faith opinion of Xxxxxxxx; or (viii) Xxxxxxxx, on the basis of a certificate of a medical doctor mutually acceptable to the Company and Xxxxxxxx, becomes unable to properly discharge his duties and responsibilities as President and Chief Executive Officer of the Company due to the substantial deterioration of his physical or mental health and gives the Company 30 days prior written notice of his resignationExecutive; provided, however, Good Reason shall exist with respect to a matter described in (ii) through (viiviii) above that is capable of being corrected by the Company only if such matter is not corrected by the Company within a 30-day reasonable period following its receipt of written notice of such matter from XxxxxxxxExecutive, and in no event shall a termination by Xxxxxxxx Executive occurring more than 60 days following any such written notice or the event described in (i) above be for Good Reason.