Common use of Termination by Executive with Good Reason Clause in Contracts

Termination by Executive with Good Reason. Executive may terminate his employment with Good Reason by providing the Company ninety (90) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within thirty (30) days after the occurrence of such event. During such ninety (90) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and in the event of such termination during the Term, except as provided in Section 10, Executive shall be entitled to the same payments and benefits as provided in Section 7(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits (and forfeiture and repayment) as described in Section 7(d) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 7(e) or Section 10, Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, except as provided in Section 10, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits and the COBRA Benefits, subject to his execution and non-revocation of the Release of Claims, and the Accrued Obligations.

Appears in 7 contracts

Samples: Executive Employment Agreement (Edge Therapeutics, Inc.), Executive Employment Agreement (Edge Therapeutics, Inc.), Executive Employment Agreement (Edge Therapeutics, Inc.)

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Termination by Executive with Good Reason. Executive may terminate his Executive’s employment with Good Reason by providing the Company ninety (90) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within thirty sixty (3060) days after of the occurrence of such event. During such ninety (90) day Said notice period, shall state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Good Reason is based and shall provide the Company shall have with a cure right Cure Period (if curableas defined in Section 8(c)(i) above), and if not cured within such period, Executive’s termination will shall be effective upon at the expiration of the Cure Period unless the Company has fully cured such cure period, and in act or acts or failure or failures to act that give rise to Good Reason during such Cure Period. In the event of such termination during the Term, except as provided in Section 10with Good Reason, Executive shall be entitled to the same payments and benefits as provided in Section 7(d8(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits (and forfeiture and repayment) as described in Section 7(d8(d) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 7(e) or Section 108(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, except as provided in Section 10, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits and the COBRA Benefits, subject to his execution and non-revocation of the Release of Claims, and the Accrued Obligations.

Appears in 6 contracts

Samples: Employment Agreement (Healthequity, Inc.), Employment Agreement (Healthequity Inc), Employment Agreement (Healthequity Inc)

Termination by Executive with Good Reason. Executive may terminate his employment with Good Reason by providing the Company ninety fifteen (9015) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within thirty sixty (3060) days of the Executive’s knowledge (whether actual or constructive, including, without limitation, knowledge that Executive would have reasonably obtained after the occurrence making due and appropriate inquiry) of such event. During such ninety fifteen (9015) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and in the event of such termination during the Term, except as provided in Section 10, Executive shall be entitled to the same payments and benefits as provided in Section 7(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits (and forfeiture and repayment) as described in Section 7(d) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 7(e) or and Section 1015, Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, except as provided in Section 10, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits and the COBRA Benefits, subject to his execution and non-revocation of the Release of Claims, and the Accrued Obligations.

Appears in 5 contracts

Samples: Employment Agreement, Executive Employment Agreement (SeaWorld Entertainment, Inc.), Executive Employment Agreement (SeaWorld Entertainment, Inc.)

Termination by Executive with Good Reason. Executive may terminate his Executive’s employment with Good Reason by providing the Company ninety (90) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within thirty (30) days after the occurrence of such event. During such ninety (90) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and in the event of such termination during the Term, except as provided in Section 10, Executive shall be entitled to the same payments and benefits as provided in Section 7(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits (and forfeiture and repayment) as described in Section 7(d) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 7(e) or Section 10), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, except as provided in Section 10, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits and the COBRA Benefits, subject to his Executive’s execution and non-revocation of the Release of Claims, and the Accrued Obligations.

Appears in 3 contracts

Samples: Executive Employment Agreement (PDS Biotechnology Corp), Executive Employment Agreement (Edge Therapeutics, Inc.), Executive Employment Agreement (Edge Therapeutics, Inc.)

Termination by Executive with Good Reason. Executive may terminate his Executive’s employment with Good Reason by providing the Company ninety (90) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within thirty (30) days after the occurrence of such event. During such ninety (90) day notice period, the Company shall have a cure right (if curable), and if right. If the Company does not cured cure such event constituting Good Reason within such 90-day period, Executive’s termination will be effective upon Executive shall have thirty (30) days from the expiration end of such cure period to terminate Executive’s employment with Good Reason by providing written notice thereof to the Company (and if Executive fails to provide such notice within such 30-day period, and in Executive will be deemed to have accepted the Company’s cure of the event constituting Good Reason or otherwise waived such Good Reason event). In the event of such a Good Reason termination during the Term, except as provided in Section 10, Executive shall be entitled to the same payments and benefits as provided in Section 7(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits (and forfeiture and repayment) as described in Section 7(d) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 7(e) or Section 10), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, except as provided in Section 10, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits and the COBRA Benefits, subject to his Executive’s execution and non-revocation of the Release of Claims, and the Accrued Obligations.

Appears in 1 contract

Samples: Executive Employment Agreement (PDS Biotechnology Corp)

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Termination by Executive with Good Reason. Executive may terminate his Executive’s employment with Good Reason during the Term of Employment by providing the Company ninety thirty (9030) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within thirty sixty (3060) days after of the occurrence of such event. During such ninety thirty (9030) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and in the event of such termination during the Term, except as provided in Section 10, Executive shall be entitled to the same payments and benefits as provided in Section 7(d8(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits (and forfeiture and repayment) as described in Section 7(d8(d) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth Forth in this Section 7(e) or Section 108(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, except as provided in Section 10, Executive’s sole and exclusive remedy upon in connection with a termination of employment with Good Reason shall be receipt of the Severance Benefits amounts and the COBRA Benefits, subject benefits set forth in clauses (i) through (vi) of Section 8(d) hereof (except relating to his execution and non-revocation of the Release of Claims, and the Accrued Obligationsany rights Executive may have as an equityholder or interest holder).

Appears in 1 contract

Samples: Employment Agreement (Boxwood Merger Corp.)

Termination by Executive with Good Reason. Executive may terminate his employment with Good Reason by providing the Company ninety thirty (9030) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within thirty sixty (3060) days after of the occurrence of such event. During such ninety thirty (9030) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and in the event of such termination during the Term, except as provided in Section 10, Executive shall be entitled to the same payments and benefits as provided in Section 7(d7(e) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits (and forfeiture and repayment) as described in Section 7(d7(e) hereof; provided that, if Executive terminates his employment with Good Reason on the basis of clause (ii) of the definition of “Good Reason,” then the payments required by Section 7(e)(iv) shall be in an amount equal to the Executive’s Base Salary in effect immediately prior to the event constituting Good Reason. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 7(e) or Section 107(f), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, except as provided in Section 10, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits and the COBRA Benefits, subject to his execution and non-revocation of the Release of Claims, and the Accrued Obligations.

Appears in 1 contract

Samples: Employment Agreement (Kodiak Gas Services, Inc.)

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