Termination by the Executive for Good Reason definition

Termination by the Executive for Good Reason means a termination of the Executive’s employment by the Executive by written notice to the Company within thirty (30) days following the occurrence of any of the following events: (i) the Executive is required to relocate his principal residence outside a radius that is more than 50 miles from Davis, California, unless Executive accepts such a relocation opportunity; (ii) the Company’s significant and material reduction to the Executive’s position, duties or responsibilities without his approval, provided that Executive must give the Company reasonable advance written notice of the basis for his belief that such a reduction has occurred and afford the Company an opportunity to cure same; (iii) the Company’s material reduction of the Executive’s compensation or benefits, measured against such compensation or benefits as of the Effective Date, unless all of the executive officers of the Company suffer reasonably comparable reductions in their compensation or benefits at substantially the same time; or (iv) the Executive is not nominated for re-election to the Board by the Nominating Committee of the Board other than on account of his unwillingness or inability to serve on the Board.
Sample 1

Examples of Termination by the Executive for Good Reason in a sentence

  • In the event of Termination by the Executive for Good Reason pursuant to Section 5(a)(iv), the Company shall have the right, if the basis for such Good Reason is curable, to cure the same within 15 days following the Notice of Termination for Good Reason, and Good Reason shall not be deemed to exist if the Company cures the event giving rise to Good Reason within such 15 day period.

  • The payments provided in Section 5(B) are, except as provided in Section 7, intended as enhanced severance for a termination by the Company without Cause, or a Termination by the Executive for Good Reason in connection with a Change in Control.

  • Company Without Cause or upon Termination by the Executive for Good Reason.

  • Termination by the Executive for Good Reason requires delivery of a Notice of Termination by Executive for Good Reason given to the Company’s Senior Vice President of Human Resources within ninety (90) days of the occurrence of the event giving rise to the Notice, unless such circumstances are substantially corrected prior to the date of termination specified in the Notice of Termination for Good Reason.

  • The payments provided in Section 7(C) and (D) are intended as enhanced severance for a termination by the Company without Cause, or a Termination by the Executive for Good Reason.

  • Any Notice of Termination by the Executive for Good Reason must occur not more than two years following the initial existence of one or more conditions described in Section 1.8 arising without the consent of the Executive and written notice to Company within ninety (90) days of the occurrence of the act or acts giving rise to Good Reason and the Company shall have thirty (30) days after receipt of such written notice to remedy the condition.

  • Company Other Than for Cause or Upon Termination by the Executive for Good Reason.

  • Other Than for Just Cause, Disability or Death and Termination by the Executive for Good Reason.

  • In another case, the criminal proceeding was terminated but the disciplinary proceeding is still pending.

  • In this, they confront not only vested interests but also certain taken-for-granted claims about the merits, even inevitability, of industrial agriculture.

Related to Termination by the Executive for Good Reason

  • Voluntary Termination for Good Reason means that the Executive voluntarily terminates his employment after any of the following are undertaken without Executive’s express written consent:

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • Constructive Termination Without Cause means the termination of the Executive’s employment at his initiative after, without the Executive’s prior written consent, one or more of the following events:

  • Voluntary Termination means termination by the Employee of the Employee's employment with the Company, excluding termination by reason of Employee's death or disability as described in Sections 2.5 and 2.6.

  • Termination Without Cause means termination by the Company other than due to the Executive’s death or disability or Termination With Cause.

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.

  • Good Reason means:

  • Termination for Cause or "Cause" shall mean personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses), or final cease and desist order, or any material breach of this Agreement, in such case as measured against standards generally prevailing at the relevant time in the savings and community banking industry. For purposes of this Section, no act, or the failure to act, on the Executive's part shall be "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Bank or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Bank. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Constructive Termination means:

  • Termination With Cause means the termination of the Executive’s employment by act of the Board for any of the following reasons:

  • Notice of Termination for Good Reason shall have the meaning set forth in Section 1(t).

  • For Cause means:

  • Termination for Just Cause means termination because of Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement.

  • Involuntary Termination of Employment means any termination of Executive's employment by the Company and its subsidiaries, other than a termination for Cause or due to death or Disability.

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • For Good Reason as defined in Section 6.4.

  • Resignation for Good Reason means Executive’s resignation from all employee positions Executive then holds with the Company within sixty (60) days following any of the following events taken without Executive’s consent, provided Executive has given the Company written notice of such event within thirty (30) days after the first occurrence of such event and the Company has not cured such event within thirty (30) days thereafter:

  • Employment Termination means the effective date of: (i) Executive’s voluntary termination of employment with the Company with Good Reason, or (ii) the termination of Executive’s employment by the Company without Good Cause.

  • Termination Other Than For Cause means termination by the Company of Employee's employment by the Company for reasons other than those which constitute Termination for Cause.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Termination of Employment means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

  • Involuntary Termination means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.

  • Termination for Cause" shall mean termination of the Executive's employment because of:

  • Due Cause means any of the following events:

  • Terminated for Cause mean termination of the employment of the Employee because of the Employee's personal dishonesty, incompetence, willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. The Employee shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee's counsel, to be heard before the Board), stating that in the good faith opinion of the Board the Employee has engaged in conduct described in the preceding sentence and specifying the particulars thereof in detail.