By You for Good Reason. You may terminate your employment for Good Reason upon notice to the Company setting forth in reasonable detail the nature of the good reason. For the purposes of this Agreement, “Good Reason” is defined as any one of the following occurring without your written consent: (i) the Company’s relocation of you to an office located more than 35 miles from Newington, New Hampshire, (ii) a material diminution in Base Salary or (iii) a material breach by the Company of this Agreement; provided that, in the case of either (i), (ii) or (iii), notice of the claimed Good Reason is provided within 60 days of the condition being known to you and the applicable relocation, diminution or breach remains uncured for a period of 30 days following your written notice to the Company. You must terminate your employment, if at all, not later than 120 days following the occurrence giving rise to Good Reason; provided, however, that in the event the Company provides you with the notice referred to in Section 5(a)(v) hereof, you may not seek to terminate your employment hereunder for Good Reason after receipt of such notice and prior to the date that is 2 days following the expiration of the 15 day cure period.
By You for Good Reason. At any time during the Term, you may terminate your employment for “Good Reason”, which, for the purposes of this Agreement, shall mean that without your written agreement or other voluntary action on your part, the Employer:
By You for Good Reason. If, during the Contract Period, the Company terminates your employment, other than for Cause or Death, or you terminate employment for Good Reason, the Company shall pay to you, amounts equal to compensation and benefits set forth in Sections 4 and 6 as if you had remained employed by the Company pursuant to this Agreement, all such sums to be payable at the time when the same would have become due and payable if Termination had not occurred; provided, that the Bonus portion shall be equal to the prorated Bonus paid to you in the fiscal year ending prior to Termination; provided, further, that you shall continue to receive for the period described above benefits described in Section 4(d) and, to the extent any benefits described in Section 4(d) cannot be provided pursuant to a plan or program maintained by the Company for its executives, the Company shall provide such benefits outside such plan or program at no additional cost (including without limitation tax cost) to you and your family; and provided, finally, that during any period when the you are eligible to receive benefits of the type described in clause (i) of Section 4(d) under another employer-provided plan, the benefits provided by the Company under this Section 6(c) may be made secondary to those provided under such other plan. In addition to the foregoing, the Restrictions on any Atlas Energy units or AAI stock outstanding on the Date of Termination shall terminate as of the Date of Termination and all options to acquire Atlas Energy units or AAI stock outstanding on the Date of Termination shall be fully vested and exercisable and shall remain in effect and exercisable through the end of their respective terms, without regard to the Termination of your employment. The payments and benefits provided pursuant to this Section 6(c) are intended to compensate you for a Termination by the Company other than for Cause or for the actions of the Company leading to a Termination by you for Good Reason, and shall be the sole and exclusive remedy therefore. If you are terminated by reason of Disability, you shall assign to Company any benefits received on account of Company provided disability insurance for the period on which this severance payment is based. You shall not be required to mitigate the amount of any payment provided for in this Section 6(c) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced by any compensation or any reti...
By You for Good Reason. You may terminate your employment for Good Reason. For purposes of this Agreement, "Good Reason" means, without your written consent,
By You for Good Reason. At any time during the Term, you may terminate your employment for “Good Reason”, which, for the purposes of this Agreement, shall mean that without your written agreement or other voluntary action on your part, the Employer (i) reassigns your primary place of employment to a location that is more than fifty (50) miles from your primary place of employment as of the Effective Date and that materially and adversely affects your commute; or (ii) materially breaches any material term of this Agreement; provided, however, that you must (x) provide the Employer with written notice of your intent to terminate this Agreement and your employment and a description of the event you believe constitutes Good Reason within thirty (30) days after the initial existence of the event and (y) the Employer shall have ninety (90) days after you provide the notice described above to cure the default that constitutes Good Reason (the “Cure Period”). You will have five (5) days following the end of the Cure Period to terminate your employment, after which Good Reason will no longer exist.
By You for Good Reason. In the event your employment is terminated by you for Good Reason, this Agreement shall terminate on the date set forth in your notice of termination consistent with Paragraph 7(f) and you shall be entitled to receive: (i) all accrued but unpaid salary earned by you through the date of such termination; and (ii) a lump sum, cash severance payment on the date of termination of employment equal to two times your Annualized Includable Compensation, as defined in the Termination Agreement, taking as a Base Period the two most recent taxable years ending before the date of your termination of employment.
By You for Good Reason. 1. Termination of your employment by you shall qualify as a termination for “Good Reason” if all of the following conditions are met:
By You for Good Reason. You may terminate your employment by the Company for “Good Reason” at any time upon at least sixty (60) days’ written notice to the Company with a right to cure, setting forth in reasonable detail the nature of such good reason.
By You for Good Reason. You may terminate this Agreement for Good Reason, at any time, by giving at least ninety (90) days' advance written notice to Company. In the event of your termination of Agreement for Good Reason, you will be entitled to receive your Base Salary then in effect, prorated to the date of termination, and the Termination Payment, provided you: (a) comply with all surviving provisions of this Agreement; (b) execute a full general release, releasing all claims, known or unknown, that you may have against Company arising out of or in any way related to your services or termination of this Agreement with Company. All other Company obligations to you pursuant to this Agreement will become automatically terminated and completely extinguished. You will be deemed to have resigned for Good Reason in the following circumstances: (a) Company's material breach of this Agreement; (b) your position and/or duties are so materially modified that your duties are no longer consistent with the duties contained in this Agreement; or (c) your seat on the Board of Directors is eliminated.
By You for Good Reason. Upon 30 days written notice by you to the Company of a termination for Good Reason (which notice sets forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination) unless the Good Reason event is cured within such 30-day period. "Good Reason" means, for purposes of this Agreement, without your express written consent, the occurrence of any one or more of the following: (i) the assignment to you of duties materially inconsistent with your then-existing authorities, duties, responsibilities and status (including offices, titles, and reporting requirements), or any material reduction in your then-existing authorities, duties, responsibilities or status (other than temporarily due to your being Disabled or otherwise incapacitated); (ii) a reduction by the Company in your Base Salary below $275,000; (iii) a material reduction in your aggregate level of participation in any of the Company's employee welfare, benefit, retirement or bonus plans, policies, practices, or arrangements in which you participated; or (iv) any other material breach by the Company of this Employment Agreement.
