Common use of Termination by the Employee Clause in Contracts

Termination by the Employee. The Employee may terminate his employment at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Employee has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Employee’s title, responsibilities, authority or duties; (ii) a diminution in the Employee’s base salary or target bonus opportunity except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all senior management employees of the Company; (iii) a greater than fifty (50) mile change in the principal office location at which the Employee provides services to the Company; or (iv) the material breach of any provisions of this Agreement by the Company. “Good Reason Process” shall mean that (i) the Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Employee notifies the Company in writing of the occurrence of the Good Reason condition within 60 days of the Employee obtaining knowledge of the occurrence of such condition; (iii) the Employee cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Appears in 7 contracts

Samples: Employment Agreement (SpringWorks Therapeutics, Inc.), Employment Agreement (SpringWorks Therapeutics, Inc.), Employment Agreement (SpringWorks Therapeutics, Inc.)

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Termination by the Employee. The Employee may terminate his employment at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Employee has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Employee’s title, responsibilities, authority or duties; (ii) a diminution in the Employee’s base salary or target bonus opportunity except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all senior management employees of the Company; (iii) a greater than fifty (50) mile change in the principal office location at which the Employee provides services to the Company; or (iv) the material breach of any provisions of this Agreement by the Company. “Good Reason Process” shall mean that (i) the Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Employee notifies the Company in writing of the occurrence of the Good Reason condition within 60 days of the Employee obtaining knowledge of the occurrence of such condition; (iii) the Employee cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Appears in 5 contracts

Samples: Employment Agreement (SpringWorks Therapeutics, Inc.), Employment Agreement (SpringWorks Therapeutics, Inc.), Employment Agreement (SpringWorks Therapeutics, Inc.)

Termination by the Employee. The Employee may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Employee has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Employee’s title, responsibilities, authority or duties; (ii) a material diminution in the Employee’s base salary or target bonus opportunity Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a greater than fifty (50) mile material change in the principal office geographic location at which the Employee provides services to the Company, except for required travel for the Company’s business; or (iv) the material breach of any provisions of this Agreement by the Company. “Good Reason Process” shall mean that (i) the Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Employee notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the Employee obtaining knowledge of the first occurrence of such condition; (iii) the Employee cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Appears in 4 contracts

Samples: Employment Agreement (Scholar Rock Holding Corp), Employment Agreement (Kaleido Biosciences, Inc.), Employment Agreement (Scholar Rock Holding Corp)

Termination by the Employee. The Employee may terminate his employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Employee has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Employee’s title, responsibilities, authority or duties, provided that the hiring by the Company of any Company officers with customary responsibilities, authority or duties (including any CBO, CFO or CMO), will not constitute any such material diminution; (ii) a material diminution in the Employee’s base salary or target bonus opportunity Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a greater than fifty (50) mile material change in the principal office geographic location at which the Employee provides services to the Company, except for required travel for the Company’s business; or (iv) the material breach of any provisions of this Agreement by the Company. “Good Reason Process” shall mean that (i) the Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Employee notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the Employee obtaining knowledge of the first occurrence of such condition; (iii) the Employee cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Appears in 3 contracts

Samples: Employment Agreement (Kaleido Biosciences, Inc.), Employment Agreement (Kaleido Biosciences, Inc.), Employment Agreement (Scholar Rock Holding Corp)

Termination by the Employee. The At any time during the Term, the Employee may terminate his employment at any time hereunder for any reason, including including, but not limited to to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Employee has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Employee’s title, responsibilities, authority or duties; (ii) a diminution in the Employee’s base salary or target bonus opportunity except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all senior management employees of the Company; (iii) a greater than fifty (50) mile change in the principal office location at which the Employee provides services to the Company; or (iv) the material breach of any provisions of this Agreement by the CompanyEmployer, including but not limited to a failure to pay Base Salary or Annual Bonus as provided for under this Agreement; or (iii) Employer requires Employee to relocate to an office location more than 30 miles from Employee’s current residence. “Good Reason Process” shall mean that (i) the Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Employee notifies the Company Employer in writing of the occurrence of the Good Reason condition within 60 sixty (60) days of the Employee obtaining knowledge of the occurrence of such condition; (iii) the Employee cooperates in good faith with the CompanyEmployer’s efforts, for a period not less than 30 of sixty (60) days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee terminates his employment within 60 thirty (30) days after the end of the Cure Period. If the Company Employer cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Appears in 2 contracts

Samples: Form of Employment Agreement (Nutex Health, Inc.), Form of Employment Agreement

Termination by the Employee. The Employee may terminate his the Employee’s employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Employee has complied with the Good Reason Process” Process (hereinafter definedas defined below) following the occurrence of any of the following events: (i) a material diminution in the Employee’s title, responsibilities, authority or duties; (ii) a material diminution in the Employee’s base salary or target bonus opportunity Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting applied equally, as a percentage of Base Salary, to all or substantially all senior management employees of the Company; (iii) a greater than fifty (50) mile material change in the principal office geographic location at which the Employee provides services to the Company, except for required travel for the Company’s business; or (iv) the material breach of any provisions of this Agreement by the Company. For the purpose of this Agreement, “Good Reason Process” shall mean that (i) the Employee discovers and reasonably determines in good faith that a Good Reason” Reason condition has occurred; (ii) the Employee notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the Employee obtaining knowledge Employee’s discovery of the first occurrence of such condition; (iii) the Employee cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee terminates his the Employee’s employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Appears in 2 contracts

Samples: Employment Agreement (Scholar Rock Holding Corp), Employment Agreement (Scholar Rock Holding Corp)

Termination by the Employee. The At any time during the Term, the Employee may terminate his employment at any time hereunder for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Employee has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Employee’s responsibilities, authority, title, responsibilities, authority or duties; , (ii) a material diminution in the Employee’s base salary Base Salary below the amount as of the Commencement Date or target bonus opportunity except for across-the-board salary reductions based on as increased during the Companycourse of Employee’s financial performance similarly affecting all senior management employees of employment with the Company; (iii) the relocation of Employee’s principal place of employment in San Francisco, California to a greater location which is more than fifty (50) mile change in the principal office location at which the Employee provides services to the Companymiles away; or (iv) the material breach of any provisions of this Agreement by the CompanyEmployer. “Good Reason Process” shall mean that (i) the Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Employee notifies the Company Employer in writing of the occurrence of the Good Reason condition within 60 days of the Employee obtaining knowledge of following the occurrence of such condition; (iii) the Employee cooperates in good faith with the CompanyEmployer’s efforts, for a period not less than 30 of 60 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee terminates his employment within 60 days after following the end of the Cure Period. If the Company Employer cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred, the Employee may not terminate his employment for Good Reason and any termination by the Employee under such circumstances shall be deemed to be a termination by the Employee without Good Reason.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Apollo Medical Holdings, Inc.), Employment Agreement (Apollo Medical Holdings, Inc.)

Termination by the Employee. The Employee may terminate his her employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Employee has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Employee’s title, responsibilities, authority or duties, provided that the hiring by the Company of any Company officers with customary responsibilities, authority or duties (including any CBO, CFO or CMO), will not constitute any such material diminution; (ii) a material diminution in the Employee’s base salary or target bonus opportunity Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a greater than fifty (50) mile material change in the principal office geographic location at which the Employee provides services to the Company, except for required travel for the Company’s business; or (iv) the material breach of any provisions of this Agreement by the Company. “Good Reason Process” shall mean that (i) the Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Employee notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the Employee obtaining knowledge of the first occurrence of such condition; (iii) the Employee cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee terminates his her employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Appears in 1 contract

Samples: Employment Agreement (Kaleido Biosciences, Inc.)

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Termination by the Employee. The At any time during the Term, the Employee may terminate his employment at any time hereunder for any reason, including including, but not limited to to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Employee has complied with the Good Reason Process” Process (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Employee’s title, responsibilities, authority or duties; or (ii) a diminution in the Employee’s base salary or target bonus opportunity except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all senior management employees of the Company; (iii) a greater than fifty (50) mile change in the principal office location at which the Employee provides services to the Company; or (iv) the material breach of any provisions of this Agreement by the CompanyEmployer, including but not limited to a failure to pay Base Salary, Annual Bonus, as provided for under this Agreement. “Good Reason Process” shall mean that (i) the Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Employee notifies the Company Employer in writing of the occurrence of the Good Reason condition within 60 (60) days of the Employee obtaining knowledge of the occurrence of such condition; (iii) the Employee cooperates in good faith with the CompanyEmployer’s efforts, for a period not less than 30 of sixty (60) days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee terminates his employment within 60 thirty (30) days after the end of the Cure Period. If the Company Employer cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.. (f)

Appears in 1 contract

Samples: Employment Agreement (Astrana Health, Inc.)

Termination by the Employee. The Employee may terminate his her employment at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Employee has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Employee’s title, responsibilities, authority or duties; (ii) a diminution in the Employee’s base salary or target bonus opportunity except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all senior management employees of the Company; (iii) a greater than fifty (50) mile change in the principal office location at which the Employee provides services to the Company; or (iv) the material breach of any provisions of this Agreement by the Company. “Good Reason Process” shall mean that (i) the Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Employee notifies the Company in writing of the occurrence of the Good Reason condition within 60 days of the Employee obtaining knowledge of the occurrence of such condition; (iii) the Employee cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee terminates his her employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Appears in 1 contract

Samples: Employment Agreement (SpringWorks Therapeutics, Inc.)

Termination by the Employee. The Employee may terminate his her employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Employee has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Employee’s title, responsibilities, authority or duties; (ii) a material diminution in the Employee’s base salary or target bonus opportunity Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a greater than fifty (50) mile material change in the principal office geographic location at which the Employee provides services to the Company, except for required travel for the Company’s business; or (iv) the material breach of any provisions of this Agreement by the Company. “Good Reason Process” shall mean that (i) the Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Employee notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the Employee obtaining knowledge of the first occurrence of such condition; (iii) the Employee cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee terminates his her employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Appears in 1 contract

Samples: Employment Agreement (Scholar Rock Holding Corp)

Termination by the Employee. The Employee may terminate his employment at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Employee has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Employee’s title, responsibilities, authority or duties; (ii) a diminution in the Employee’s base salary or target bonus opportunity except for across-the-the- board salary reductions based on the Company’s financial performance similarly affecting all senior management employees of the Company; (iii) a greater than fifty (50) mile change in the principal office location at which the Employee provides services to the Company; or (iv) the material breach of any provisions of this Agreement by the Company. “Good Reason Process” shall mean that (i) the Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Employee notifies the Company in writing of the occurrence of the Good Reason condition within 60 days of the Employee obtaining knowledge of the occurrence of such condition; (iii) the Employee cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.. (f)

Appears in 1 contract

Samples: Employment Agreement (SpringWorks Therapeutics, Inc.)

Termination by the Employee. The Employee may terminate his her employment at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Employee has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Employee’s title, responsibilities, authority or duties; (ii) a diminution in the Employee’s base salary or target bonus opportunity except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all senior management employees of the Company; (iii) a greater than fifty (50) mile change in the principal office location at which the Employee provides services to the Company; or (iv) the material breach of any provisions of this Agreement by the Company. “Good Reason Process” shall mean that (i) the Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Employee notifies the Company in writing of the occurrence of the Good Reason condition within 60 days of the Employee obtaining knowledge of the occurrence of such condition; (iii) the Employee cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee terminates his her employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

Appears in 1 contract

Samples: Employment Agreement (SpringWorks Therapeutics, Inc.)

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