Resignation by Employee for Good Reason. In the event that Officer resigns for Good Reason, as defined below, during the Employment Period, Officer shall be entitled to receive the Accrued Obligations, Salary Continuance Benefit, and Welfare Continuance Benefit under the terms defined in Section 6. For this purpose, “Good Reason” shall mean any of the following, as determined by Officer and agreed to by the Administrator:
Resignation by Employee for Good Reason. Employee may resign from his employment hereunder at any time if Employee has Good Reason. For purposes of this Agreement, the term “Good Reason” shall mean: (i) any substantial diminution in Employee’s duties or responsibilities hereunder (other than in connection with a termination of Employee’s employment), which remains uncured by the Company for 5 days following receipt by the Company of written notice of same, which notice shall include reasonable detail as to the nature of the potential resulting Good Reason; (ii) a reduction in Employee’s Base Salary and Annual Bonus to below $600,000 in the aggregate; or (iii) a relocation of the Company’s principal place of business outside New York City
Resignation by Employee for Good Reason. Upon Employee’s resignation for Good Reason at any time prior to the expiration of the Term, then (i) the Company shall continue to pay Employee the Base Salary through the longer of (x) the end of the Term and (y) 18 months (such period, the “Salary Continuation Period” and such payments, the “Cash Severance Payments”), in each case payable in equal biweekly installments in accordance with the Company’s payroll practice as in effect from time to time; (ii) the Company shall pay Employee within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations (as defined in Section 1(g) below); (iii) the Company shall pay in cash to Employee for each month between the date of termination and the end of the Salary Continuation Period an amount equal to the premiums charged by the Company to maintain COBRA benefits continuation coverage for Employee and Employee’s eligible dependents to the extent such coverage is then in place; and (iv) any compensation awards of Employee based on, or in the form of, Company equity (e.g. restricted stock, restricted stock units, stock options or similar instruments) (“Equity Awards”) that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the twelve months following such termination (such period, the “Equity Acceleration Period”) shall vest as of the date of such termination of employment; provided that any outstanding award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 100 restricted stock units (“RSUs”) were granted 2.7 years prior to the date of the termination and vested pro rata on each of the first five anniversaries of the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest); provided further that any amount that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest only if, and at such point as, such performance conditions are satisf...
Resignation by Employee for Good Reason. Employee may resign for Good Reason upon 30 calendar days’ written notice. If Employee resigns for Good Reason, the Company will pay to Employee his then current Salary for eighteen months from the Termination Date, subject to Section 2.7(g) below. Such Salary will be paid as and at such times as Employee would have otherwise received his Salary had he remained an employee of the Company, subject to Section 2.7(g) below. In addition, if Employee resigns for Good Reason, the Company will pay to Employee accrued but unpaid Salary through the Termination Date and all unreimbursed expenses incurred by Employee prior to such termination for which Employee is entitled to reimbursement pursuant to Section 2.5(c), which payments will become due and payable in cash in a lump sum on the Termination Date. The payments to be made in accordance with this Section 2.7(e) will constitute liquidated damages payable as a result of Employee’s resignation for Good Reason and Employee will not be entitled to any other compensation from the Company under this Agreement or otherwise except as provided in this Section 2.7(e).
Resignation by Employee for Good Reason. Employee may resign from his employment hereunder at any time if Employee has Good Reason. For purposes of this Agreement, the term “Good Reason” shall mean: (i) any diminution in Employee’s duties or responsibilities hereunder (other than in connection with a termination of Employee’s employment), which remains uncured by the Company for 5 days following receipt by the Company of written notice of same, which notice shall include reasonable detail as to the nature of the potential resulting Good Reason; (ii) a diminution in Employee’s Base Salary; (iii) a relocation of the Company’s principal place of business outside New York City; or (iv) the Company’s consummation of a Change in Control, provided that this clause (iv) only applies for the first 12-month period following the closing date of any such Change in Control.
Resignation by Employee for Good Reason. Furthermore, Employee may terminate this Agreement at any time upon written notice to the Employer for “Good Reason”, defined as (a) a material diminution of Employee’s authority, duties or responsibilities; (b) a material reduction in Employee’s Base Salary (except for a reduction of no more than 10% of Employee’s Base Salary consistent with section 3.1 above); (c) relocation of Employee’s principal workplaces, referring to Boston-metro area, by more than 50 miles, unless such relocation reduces Employee’s regular commuting time (and excluding Employee’s typical travel as set forth in this Agreement); (d) any breach by the Company of Section 4.4 above; or (e) a material breach of a material provision of this Agreement; provided, that before resigning for “Good Reason” under subsections (a), (b), (c) or (e), the Employee shall (i) provide Employer with written notice of the circumstances giving rise to a termination for Good Reason (which notice must be provided by Employee within 90 days of the Employee learning of the existence of the condition(s) giving rise to such Good Reason) and a 30-day opportunity to cure such grounds; and (ii) if the Employer did not cure such grounds, Employee ends his employment within 60 days after providing such notice to the Employer. If Employee terminates employment under this Agreement for Good Reason, in addition to the Accrued Obligations, Employee shall also be entitled to the “Severance Pay” and “Health Benefit Payment” as defined in Section 5.2 above, subject to the Release requirement and the timing of the payments described therein.
Resignation by Employee for Good Reason. Employee shall have the right to terminate his employment under this Agreement under the following circumstances (any such termination, a termination for “Good Reason”); provided, that Employee shall provide written notice of such circumstances to Employer, and Employer shall have 10 days after receipt of such notice to cure such circumstances:
Resignation by Employee for Good Reason. This Agreement and employment relationship is terminable by either party, with or without cause, including but not limited to resignation by EMPLOYEE for Good Reason, at any time upon THIRTY (30) days’ advance written notice to the other party. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without EMPLOYEE’s express written consent: (i) a significant reduction of EMPLOYEE’s material duties, authorities or responsibilities as provided in this Agreement; provided however, except in the Change of Control context, EMPLOYEE’s reporting structure may be realigned at any time, as described in Section 1.1.1, without triggering this definition of Good Reason; (ii) a material reduction in Base Compensation or Cash Incentive Bonus other than a one-time reduction of not more than 10% that also is applied to substantially all other senior executives at the COMPANY; (iii) EMPLOYEE must perform a significant portion of his duties at a location more than 50 miles from COMPANY headquarters; or (iv) COMPANY headquarters are relocated more than 50 miles from the current location in Santa Barbara, California.
Resignation by Employee for Good Reason. (f) Provided Employee has not previously been notified of the Company’s intention to terminate Employee’s employment, Employee may resign from employment with the Company for Good Reason (as defined in Section 6.4(b) below).
Resignation by Employee for Good Reason. Employee may resign from his employment hereunder at any time if Employee has Good Reason. For purposes of this Agreement, the term “Good Reason” shall mean: (i) any material diminution in Employee’s duties or responsibilities hereunder (other than in connection with a termination of Employee’s employment), which remains uncured by the Company for 5 days following receipt by the Company of written notice of same, which notice shall include reasonable detail as to the nature of the potential resulting Good Reason; (ii) a reduction in Employee’s Base Salary; (iii) a relocation of the Company’s principal place of business outside New York City; or (iv) a material diminution in the authority, duties, or responsibilities of the supervisor to whom Employee is required to report.
