Termination with Good Reason definition

Termination with Good Reason means the Executive’s resignation of employment for Good Reason. Subject to Section 9.2, the Date of Termination for a Termination with Good Reason shall be the effective date of the Executive’s resignation for Good Reason as set forth in a written notice to the Company.

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Termination with Good Reason means termination following a material breach of Mr. Murphy’s employment agreement by the Company, which breach remains uncured thirty (30) days after written notice thereof is received by the Company.

Termination with Good Reason means termination following a material breach of Dr. Chaplin’s employment agreement by the Company, which breach remains uncured ten (10) days after written notice thereof is received by the Company.

Examples of Termination with Good Reason in a sentence

Neither the Bank nor the Executive shall be entitled to elect in the 24-month period after a Change in Control between the benefit under this section 2.4 versus the Early Termination benefit under section 2.2. If the Executive’s Separation from Service within 24 months after a Change in Control is an involuntary termination without Cause or a Voluntary Termination with Good Reason, no benefit shall be payable under section 2.2 and the Executive shall instead be entitled to the benefit under this section 2.
If the Executive’s Separation from Service is an involuntary termination without Cause or a Voluntary Termination with Good Reason, in either case within 24 months after a Change in Control, the Bank shall pay to the Executive the benefit described in this section 2.4 instead of any other benefit under this Agreement.
If Executive has a Separation from Service that is an involuntary termination without Cause or a Voluntary Termination with Good Reason, in either case within the 24-month period after a Change in Control, the Bank shall pay to the Executive the benefit described in this section 2.4 instead of any other benefit under this Agreement.
The Change in Control Agreement attached as Addendum A provides for payments to be made in the event of a termination without Cause or a Termination with Good Reason following a Change in Control.
In the event of a Termination with Good Reason or a Termination Without Cause pursuant to Section 5(d)(ii), the Executive shall continue to have the right to receive benefits, if any, under any Company Plans, but only in accordance with the terms of such plan or policy as they apply to persons whose employment has been terminated without cause.

More Definitions of Termination with Good Reason

Termination with Good Reason means the termination by Purchaser of his employment with the Corporation pursuant to Section 8(e), 8(f) or 8(g) of the Executive Employment Agreement between Purchaser and the Corporation of even date herewith (the "Employment Agreement") and "Competitive Activity" shall mean Purchaser's becoming an employee of or consultant to, or acquiring a controlling ownership interest in, any business enterprise that is "directly competitive" (as such term is defined in the Employment Agreement) with the Corporation. From and after the date of Competitive Activity, the Repurchase Right shall arise only with respect to Purchased Shares which remain Unvested Shares on the date of such Competitive Activity.

Termination with Good Reason shall have the meaning ascribed thereto in any employment agreement between the Grantee and the Company or its Affiliate. For the avoidance of doubt, if the Grantee is not party to an employment agreement with the Company or its Affiliate or if such agreement does not provide a definition for “good reason”, then the Grantee will not be eligible for any benefits provided under this Agreement with regard to a Termination With Good Reason.

Termination with Good Reason means a termination of employment by Executive within 90 days following (i) a material adverse change in Executive's duties and responsibilities as an Executive; (ii) a reduction in Executive's base salary (other than a proportionate adjustment applicable generally to similarly situated Company Executives); or

Termination with Good Reason has the meaning specified in the Employment Agreement.

Termination with Good Reason means, prior to a Change of Control, any termination of Executive's employment on account of a material breach by the Company of any of its material obligations to Executive hereunder. Following a Change of Control, "Termination with Good Reason" shall mean a termination of employment by Executive within 90 days following (i) a material adverse change in Executive's duties and responsibilities as an Executive; (ii) a reduction in Executive's base salary (other than a proportionate adjustment applicable generally to similarly situated Company Executives); or

Termination with Good Reason means my termination of employment at any time after I have actual knowledge of the occurrence, without my written consent, of one of the following events: (i) a reduction in my base compensation or a material reduction in the health and welfare insurance, retirement and other benefits available to me as of the commencement of employment, except for reductions in such benefits as shall become in effect for senior executive employees of the Company generally; (ii) the reassignment of me to a position resulting in my not being the Company's Chief Human Resources Officer or a comparable position, or a reporting relationship other than to the Chief Executive Officer, President or Chief Operating Officer of the Company; or (iii) the location of my principal office is relocated to a location more than fifty (50) miles from Nashville, Tennessee. It is understood and agreed that in the event of any termination of my employment following a Change in Control (as defined in the Severance Compensation Agreement dated the date hereof between me and the Company (the "Change in Control Severance Agreement")), the provisions of the Change in Control Severance Agreement shall control and the provisions in this Paragraph J shall be void and of no further force or effect. In the event I voluntarily terminate my employment for any reason other than as a result of a Termination with Good Reason or following a Change in Control (as defined in the Change in Control Severance Agreement) prior to the third anniversary of the date of this agreement, I agree to reimburse the Company for any and all amounts reimbursed by the Company or paid by the Company in respect of my relocation to Nashville, Tennessee pursuant to the offer of employment from the Company dated August 25, 2005. The amounts payable to me under this Paragraph J are not eligible earnings under any pension, savings, deferred compensation, bonus, incentive, supplemental retirement benefit or other benefit plan of the Company.

Termination with Good Reason by the Executive means within 90 days following (i) a material adverse change in Executive’s duties and responsibilities; (ii) a material reduction in Executive’s base salary (other than a proportionate adjustment applicable generally to similarly situated Company Executives); or (iii) the relocation of Executive’s principal place of business to a location more than thirty-five miles outside of Manhattan; provided that a termination shall not be treated as a Termination with Good Reason if Executive shall have consented in writing to the occurrence of the event giving rise to the claim of Termination with Good Reason. A Termination with Good Reason must be effected by a written notice from Executive setting forth in reasonable detail the conduct or event alleged to be the basis for such termination, provided that, Executive shall not have the right to terminate his employment hereunder pursuant to a Termination with Good Reason (A) if, within the 30-day period following receipt of Executive’s written notice, the Company shall have substantially cured the conduct alleged to have caused the activities giving rise to the basis for such Termination with Good Reason and (B) unless Executive actually terminates employment within 30 days following the end of the Company’s cure period.