Good Reason Upon definition

Good Reason Upon. A Change in Control" for the voluntary termination by the Executive of the Executive's employment shall mean: (i) the occurrence of any of the acts or failure to act of the Corporation set out in Section 1(m)(i) through (viii) inclusive, unless, in the case of any act or failure to act described in Section 1(m)(i), m(v), m(vi) or m(viii), such act or failure to act is corrected prior to the Date of Termination, where such acts or failure to act occurs during the Change in Control Period; or (ii) any breach of this Agreement by the Corporation during the Change in Control Period;
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Examples of Good Reason Upon in a sentence

  • Notwithstanding anything to the contrary in this Section 5(c), if the Executive terminates his employment for Good Reason Upon Change in Control, then the Executive shall receive the benefits set forth in Section 5(d) below rather than as set forth in this Section 5(c).

  • If Executive's employment is terminated at any time prior to a Change in Control for any reason that does not constitute Cause, Executive shall be entitled to receive the following, subject to Section 8 hereof; provided, however that if such termination constitutes an Involuntary Termination Upon a Change in Control or a Resignation for Good Reason Upon a Change in Control, Executive shall instead be entitled to the Change in Control Benefits described in Section 5.a of this Agreement.

  • Termination of Employment without Cause/Voluntary Termination with Good Reason: Upon the termination of the Executive’s employment without Cause (as defined below), or if the Executive terminates employment with Good Reason, the Executive’s MIP Units shall be subject to the vesting and forfeiture provisions as described in the Incentive Program.

  • If Executive’s employment is terminated at any time prior to a Change in Control for any reason that does not constitute Cause, Executive shall be entitled to receive the following, subject to Section 8 hereof; provided, however that if such termination constitutes an Involuntary Termination Upon a Change in Control or a Resignation for Good Reason Upon a Change in Control, Executive shall instead be entitled to the Change in Control Benefits described in Section 5.a of this Agreement.

  • The Employee shall have the right to terminate the Employee's employment with the Company at any time for "Good Reason." Upon a termination by the Employee for “Good Reason,” the Company shall pay or provide to the Employee the payments and benefits set forth in Sections 7.2(a) and (b).

  • If the Executive’s employment shall terminate without Cause pursuant to Section 3(a)(iv), for Good Reason pursuant to Section 3(a)(v), for Resignation without Good Reason Upon a Change in Control pursuant to Section 3(a)(ix) or due to Non-extension of Term by the Company pursuant to Section 3(a)(vii), then, provided that the Executive’s termination of employment constitutes a “separation from service” as defined under Treas.

  • The Employee shall have the right to terminate the Employee's employment with the Company at any time for "Good Reason." Upon a termination by the Employee for “Good Reason,” the Company shall pay or provide to the Employee the payments and benefits set forth in Sections 7.2(a), (b), and (c).

  • Notwithstanding anything to the contrary in this Agreement, provisions herein shall survive the termination of Executive's employment due to an Involuntary Termination Upon a Change in Control or a Resignation for Good Reason Upon a Change in Control or, other expiration or termination of this Agreement, if so provided herein or if necessary or desirable to fully accomplish the purposes of such provisions, including the obligations and rights contained in Sections 4 through 19 hereof.

  • In addition to the Executive’s right to terminate the Executive’s employment for Good Reason Upon a Change of Control, he may terminate his employment under this Agreement without Good Reason.

  • During the Initial Term, this Agreement may be terminated for the following reasons only: By Death (pursuant to Section 4(a)), By Disability (pursuant to Section 4(b)), By Employer For Cause (pursuant to Section 4(d)), and By Employee for Good Reason Upon Change of Control (pursuant to Section 4(f)).