Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 11 contracts
Samples: Executive Employment Agreement (Ross Stores, Inc.), Executive Employment Agreement (Ross Stores, Inc.), Executive Employment Agreement (Ross Stores, Inc.)
Termination by the Executive for Good Reason. The Executive may resign from employment with the Company for Good Reason, but only in accordance with the terms of this Section 2d. “Good Reason” shall be deemed to exist with respect to any termination by the Executive of the Executive’s employment for any of the following reasons: (i) Termination Not the relocation of the office of the Company at which the Executive is principally employed to a location that is more than fifty (50) miles from the location of such office as of the date of this Agreement; (ii) any failure by the Company to comply with any material term of this Agreement; or (iii) the demotion of the Executive to a lesser position than described in Connection with Section 1a hereof or a Change substantial diminution of the Executive’s authority, duties, or responsibilities as in Control. At any time during effect on the Term date of Employmentthis Agreement or as may be hereafter increased; provided, other than within however, that “Good Reason” shall not include a termination of the period commencing one month prior Executive’s employment pursuant to and ending twelve months Sections 2b or 2c hereof or, following a Change in of Control (as defined below in Section 8(e)(ii)4d below), a reduction in title, position, responsibilities, or duties solely by virtue of the Executive may terminate Company being acquired and made part of, or operated as a subsidiary of, a larger company or organization, so long as such new duties and responsibilities are reasonably commensurate with the Executive’s experience. The Executive may not resign with Good Reason pursuant to this Section 2d, and shall not be considered to have done so for any purpose of this Agreement, unless (i) the Executive, within sixty (60) days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Executive believes to constitute “Good Reason” and identifies the particular clause of this Section 2d that the Executive contends is applicable to such act or failure to act; (ii) the Company, within thirty (30) days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Executive of the Executive’s employment relationship with the Company, and (iii) the Executive actually resigns from employment with the Company on or before that date that is six (6) calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Executive from the Executive’s employment with the Company shall not be deemed to have been for “Good Reason,” the Executive shall not be entitled to any of the benefits to which the Executive would have been entitled if the Executive had resigned from employment with the Company for “Good Reason,” which and the Company shall not be deemed required to occur if, within sixty days after receipt of written notice pay any amount that would otherwise have been due to the Company by Executive under Section 4a had the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply resigned with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.”
Appears in 10 contracts
Samples: Employment Agreement (Agile Therapeutics Inc), Employment Agreement (Agile Therapeutics Inc), Employment Agreement (Agile Therapeutics Inc)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function function, or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate affiliate, or subsidiary of Xxxx Stores, Inc.; the division, affiliate affiliate, or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization reorganization, or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 5 contracts
Samples: Executive Employment Agreement (Ross Stores Inc), Executive Employment Agreement (Ross Stores, Inc.), Executive Employment Agreement (Ross Stores, Inc.)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the The Executive may terminate the Executive’s employment with Service Period for Good Reason within ninety (90) days following the Company for initial existence of the circumstances giving rise to Good Reason, subject to the terms and conditions of this Section 4(b)(iv). For purposes of this Agreement, the term “Good Reason,” which shall be deemed to occur ifmean, within sixty days after receipt of written notice to the Company by unless the Executive of the occurrence of one or more of the following conditionsshall have consented in writing thereto, any of the following conditions have not been cured: (i) the Executive’s demotion, loss of title in part or in whole, removal as a director of the Company or the Bank, loss of office, or reduction of authority, the failure by the stockholders to elect the Executive as a director of the Company or the obligation of Executive to comply with report to any material provision of this Agreement (including but not limited senior officer rather than directly to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); Board, (ii) a significant diminishment reduction in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferredbase salary, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place primary work location more than twenty (20) miles from 0000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, (iv) a material diminution of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place responsibilities, or (v) any material breach of Employment this Agreement by more than 25 miles the Company, including, without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reasonlimitation, the failure to pay the Executive must provide any amount when due and payable, pursuant to this Agreement, except in the event of a bona fide dispute regarding reimbursement of business expenses, provided, that the Executive shall have delivered written notice to the Company of the existence of the condition giving rise to the Good Reason termination Company, within sixty thirty (30) days of the initial existence of the conditioncircumstances giving rise to Good Reason, of the Executive’s intention to terminate the Service Period for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to the Executive’s right to terminate the Service Period for Good Reason, and in the event Company shall not have cured such condition is cured circumstances within thirty (30) days following the Company’s receipt of such notice; provided, however, that any breach by the Company of a payment obligation hereunder must be cured within sixty five (5) days from its (rather than the foregoing 30 days) following the Company’s receipt of such written notice. If, following such thirty (30)-day period (or such five (5)-day period, as applicable), the Company has not cured such circumstances and the Executive decides to proceed with the termination shall not constitute a termination of the Service Period for Good Reason, such a termination will be effected by providing the Company with a Notice of Termination, which Notice of Termination shall be effective as of the date given, without any further right to cure by the Company.
Appears in 3 contracts
Samples: Employment Agreement (Broadway Financial Corp \De\), Employment Agreement (Broadway Financial Corp \De\), Employment Agreement (Broadway Financial Corp \De\)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the The Executive may terminate the Executive’s his employment with the Company for Good Reason. For purposes of this Agreement, “Good Reason,” which shall be deemed to occur if, within sixty mean (1) the material breach by the Company of any of its obligations hereunder that goes uncured 10 days after receipt of written notice by the Executive to the Company by of such breach; (2) a material reduction in the Base Salary payable to the Executive that does not correspond to (A) any material change or reduction in the duties of the occurrence of one Executive which is at the request or more consent of the following conditions, Executive or (B) any reduction applied uniformly to all similarly situated executives of the following conditions have not been cured: Company due to any adverse business circumstance; (i3) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction diminution of the Executive’s salary or position with the target annual bonus opportunity set forth in Section 4(b)); Company, including the Executive’s status, office, title, responsibilities and reporting requirements, except (iiA) a significant diminishment in the nature event of a termination for Cause or scope of the authority, power, function or duty attached due to the position which the Executive currently maintains Executive’s death, Disability, or resignation without the express written consent of Good Reason, or (B) for changes that are requested or approved by the Executive; provided(4) the failure or refusal of a successor to be bound by the terms of this Employment Agreement under any assignment pursuant to Section 13(d) hereunder, that or (5) any relocation of more than 50 miles from the Executive’s employment may be transferredprimary office location; except any relocation (A) which is proposed or initiated by the Executive, assigned(B) which is consented to by the Executive, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to (C) which the Executive is performing services may be reorganized; and results in the Executive’s direct reports or the person or title of the person principal office location being closer to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) then-principal residence. Notwithstanding the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute foregoing, a termination of employment by the Executive for Good Reason, Reason shall not occur unless (x) the Executive must provide provides written notice to the Company of the existence of the condition giving rise to the described in Section 4(e) (1) through (5) that constitutes Good Reason termination within sixty (60) days following the Executive’s knowledge of the initial existence occurrence of the condition, and in (y) the event Company fails to cure such condition is cured by within thirty (30) days following the delivery to the Company within sixty days from its receipt of such written notice, and (z) the Executive’s termination shall not constitute a termination for of employment occurs within one hundred and twenty (120) days following the initial occurrence of the condition described in clause 4(e) (1) through (5) that constitutes Good Reason.
Appears in 3 contracts
Samples: Executive Employment Agreement (Andina Acquisition Corp. III), Executive Employment Agreement (Andina Acquisition Corp. III), Executive Employment Agreement (Andina Acquisition Corp. III)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including including, but not limited to to, the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 3 contracts
Samples: Executive Employment Agreement (Ross Stores Inc), Executive Employment Agreement (Ross Stores Inc), Executive Employment Agreement (Ross Stores Inc)
Termination by the Executive for Good Reason. The Executive may resign from employment with the Company for Good Reason, but only in accordance with the terms of this Section 2d. “Good Reason” shall be deemed to exist with respect to any termination by the Executive of the Executive’s employment for any of the following reasons: (i) Termination Not the relocation of the office of the Company at which the Executive is principally employed to a location that is more than fifty (50) miles from the location of such office as of the date of this Agreement; (ii) any failure by the Company to comply with any material term of this Agreement; or (iii) the demotion of the Executive to a lesser position than described in Connection with Section 1a hereof or a Change substantial diminution of the Executive’s authority, duties, or responsibilities as in Control. At any time during effect on the Term date of Employmentthis Agreement or as may be hereafter increased; provided, other than within however, that “Good Reason” shall not include a termination of the period commencing one month prior Executive’s employment pursuant to and ending twelve months Sections 2b or 2c hereof or, following a Change in of Control (as defined below in Section 8(e)(ii)4d below), a reduction in title, position, responsibilities, or duties solely by virtue of the Executive may terminate Company being acquired and made part of, or operated as a subsidiary of, a larger company or organization, so long as such new duties and responsibilities are reasonably commensurate with the Executive’s experience. The Executive may not resign with Good Reason pursuant to this Section 2d, and shall not be considered to have done so for any purpose of this Agreement, unless (i) the Executive, within sixty (60) days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Executive believes to constitute “Good Reason” and identifies the particular clause of this Section 2d that the Executive contends is applicable to such act or failure to act; (ii) the Company, within thirty (30) days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Executive of the Executive’s employment relationship with the Company, and (iii) the Executive actually resigns from employment with the Company on or before that date that is six (6) calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Executive from the Executive’s employment with the Company shall not be deemed to have been for “Good Reason,” the Executive shall not be entitled to any of the benefits to which the Executive would have been entitled if the Executive had resigned from employment with the Company for “Good Reason,” which and the Company shall not be deemed required to occur if, within sixty days after receipt of written notice pay any amount that would otherwise have been due to the Company by Executive under Section 4a had the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply resigned with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.”
Appears in 2 contracts
Samples: Employment Agreement (Agile Therapeutics Inc), Employment Agreement (Agile Therapeutics Inc)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision Exhibit 10.1 of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 2 contracts
Samples: Executive Employment Agreement (Ross Stores Inc), Executive Employment Agreement (Ross Stores Inc)
Termination by the Executive for Good Reason. The Executive may terminate her employment under this Agreement at any time for Good Reason, upon written notice by the Executive to the Company. For purposes of this Agreement, “Good Reason” for termination shall mean, without the Executive’s consent: (i) Termination Not the assignment to the Executive of substantial duties or responsibilities inconsistent with the Executive’s position at the Company, or any other action by the Company which results in Connection with a Change in Control. At any time during substantial diminution of the Term of EmploymentExecutive’s duties or responsibilities, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with any such reduction which is remedied by the Company for “Good Reason,” which shall be deemed to occur if, within sixty thirty (30) days after of receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of thereof from the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which requirement that the Executive currently maintains without the express written consent of the Executive; provided, work principally from a location that is thirty (30) miles further from the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or residence than the Company’s address first written above; (iii) a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and material reduction in the Executive’s direct reports or aggregate Base Salary and other compensation (including the person or title target bonus amount and retirement plans, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure to achieve performance targets and excluding any reductions on account of the person provisions of this Agreement; or (iv) any material breach by the Company of this Agreement. Good Reason shall not exist pursuant to whom any subsection of this Section 5(c) unless (A) the Executive reports may be changed; and no shall have delivered notice to the Board of Trustees within ninety (90) days of the occurrence of such transfer, assignment, re-assignment, reorganization or change shall constitute “event constituting Good Reason” for , and (B) the Board of Trustees fails to remedy the circumstances giving rise to the Executive’s termination notice within thirty (30) days of receipt of notice. The Executive must terminate her employment under this Section 6(e)(i); or 5(c) at a time agreed reasonably with the Company, but in any event within one hundred fifty (iii150) days from the relocation occurrence of the Executive’s Principal Place an event constituting Good Reason. For purposes of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice Company shall be defined to include any successor to the Company which has assumed the obligations of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the conditionCompany through merger, and in the event such condition is cured by the Company within sixty days from its receipt of such written noticeacquisition, the termination shall not constitute a termination for Good Reasonstock purchase, asset purchase, or otherwise.
Appears in 2 contracts
Samples: Employment Agreement (RLJ Lodging Trust), Employment Agreement (RLJ Lodging Trust)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At The Executive shall be entitled to terminate his employment and this Agreement at any time during for Good Reason (defined hereafter). A termination of employment and this Agreement by the Term of Employment, Executive for Good Reason shall entitle the Executive to payments and other than within the period commencing one month prior to and ending twelve months following a Change benefits as specified in Control (as defined below in Section 8(e)(ii)paragraph 10(g) or 10(h), the Executive may terminate the Executive’s employment with the Company for as applicable. For purposes of this Agreement, “Good Reason,” which shall be deemed to occur ifmean, within sixty days after receipt of written notice subject to the Company by the Executive of the occurrence of one or more of the following conditionsnotice and cure provisions below, any of the following conditions have not been curedactions if taken without the Executive’s prior consent: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of in the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b))Base Salary; (ii) a significant diminishment material reduction in the nature Executive’s authority, responsibilities or scope of duties; (iii) a material reduction in the authority, power, function responsibilities or duty attached to the position which the Executive currently maintains without the express written consent duties of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person supervisor to whom the Executive reports may be changedis required to report; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for (iv) a material reduction in the Executive’s termination of employment under this Section 6(e)(i)budget over which the Executive retains authority; or (iiiv) the a permanent relocation of the Executive’s Principal Place principal place of Employment as described employment to any location outside of a fifty mile radius of the location from which the Executive served the Company immediately prior to the relocation, provided such relocation is a material change in the geographic location at which the Executive must provide services for purposes of Code Section 3 409A and the regulations thereunder; or (vi) any other action or inaction that constitutes a material breach by the Company of this Agreement. To exercise the option to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of terminate employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Executive’s belief that Good Reason termination exists within sixty 60 days of the initial existence of the Good Reason condition, and that notice shall describe in reasonable detail the event such condition is cured by condition(s) believed to constitute Good Reason. The Company then shall have 30 days to remedy the Good Reason condition(s). If not remedied within that 30-day period or if the Company within sixty notifies the Executive that it does not intend to cure such condition(s) before the end of that 30-day period, the Executive may submit a notice of termination to the Company; provided, however, that the notice of termination invoking the Executive’s option to terminate employment for Good Reason must be given no later than 100 days from its receipt after the date the Good Reason condition first arose; otherwise, the Executive is deemed to have accepted the condition(s), or the Company’s correction of such written noticecondition(s), that may have given rise to the termination shall not constitute a termination for existence of Good Reason.
Appears in 2 contracts
Samples: Employment Agreement (Halcon Resources Corp), Employment Agreement (Halcon Resources Corp)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision Exhibit 10.3 of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 2 contracts
Samples: Executive Employment Agreement (Ross Stores Inc), Executive Employment Agreement (Ross Stores Inc)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to or within Xxxx Stores, Inc. Inc., or a divisiondivision or business chain (e.g., affiliate Xxxx Dress for Less or dd’s DISCOUNTS), affiliate, or subsidiary of Xxxx Stores, Inc.; the divisiondivision or business chain, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 2 contracts
Samples: Executive Employment Agreement (Ross Stores Inc), Executive Employment Agreement (Ross Stores Inc)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function function, or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-re- assigned to Xxxx Stores, Inc. or a division, affiliate affiliate, or subsidiary of Xxxx Stores, Inc.; the division, affiliate affiliate, or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization reorganization, or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 2 contracts
Samples: Executive Employment Agreement (Ross Stores, Inc.), Executive Employment Agreement (Ross Stores, Inc.)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured EXHIBIT 10.3 by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 2 contracts
Samples: Executive Employment Agreement (Ross Stores Inc), Executive Employment Agreement (Ross Stores Inc)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the The Executive may terminate the Executive’s his employment with the Company hereunder at any time for “Good Reason,” which . For purposes of this Agreement, "Good Reason" shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: mean (iA) a failure by the Company to comply with any material provision of this Agreement including, without limitation, sub-section 13(c) hereof, which has not been cured within ten (including 10) days after notice of such noncompliance has been given by the Executive to the Company, (B) the assignment to the Executive by the Company of duties inconsistent with the Executive's position, authority, duties, responsibilities or status with the Company as in effect immediately after the date of execution of this Agreement including, but not limited to, any reduction whatsoever in such position, authority, duties, responsibilities or status, or a change in the Executive's titles or offices, as then in effect, or any removal of the Executive from, or any failure to reelect the Executive to, any of such positions, except in connection with the termination of his employment on account of his death, disability, or for Cause, (C) any reduction in compensation or benefits without the Executive's prior written consent, (D) the requirement of excessive travel on the part of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); , (iiE) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence Company's principal executive offices or of the condition giving rise Executive's principal place of employment to any location outside the Borough of Manhattan, (F) any other material change in the conditions of employment if the Executive determines in good faith that his customary duties can no longer be performed because of the change, (G) any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of subsection 6(h) hereof or, in the case of a termination allegedly for "Cause", which fails to satisfy the requirements of clauses (i) through (iv) of subsection 6(b) hereof (and for purposes of this Agreement no such purported termination for Cause shall be effective), or (H) the occurrence of a "Change in Control" of the Company, as defined in Section 8 of the Option Plan, except that, (i) in determining whether a Change in Control has occurred, the fact that the Board may have previously approved the acquisition of voting securities, or tender or exchange offer for the purchase of the Company's common stock, shall be disregarded and (ii) such event shall only be an event of Good Reason termination within sixty days if a Notice of Termination as a result of such event is given by the initial existence of the condition, and in the event such condition is cured by Executive to the Company within sixty days from its receipt of such written notice, 24 months after the termination shall not constitute a termination for Good Reasonoccurrence thereof.
Appears in 1 contract
Samples: Employment Agreement (Topps Co Inc)
Termination by the Executive for Good Reason. The Executive may terminate his employment under this Agreement at any time for Good Reason, upon written notice by the Executive to the Company. For purposes of this Agreement, “Good Reason” for termination shall mean, without the Executive’s consent: (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior assignment to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate of substantial duties or responsibilities inconsistent with the Executive’s employment with position at the Company, or any other action by the Company for “Good Reason,” which shall be deemed to occur if, results in a substantial diminution of the Executive’s duties or responsibilities other than any such reduction which is remedied by the Company within sixty thirty (30) days after of receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of thereof from the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which requirement that the Executive currently maintains without the express written consent of the Executive; provided, work principally from a location that is thirty (30) miles further from the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or residence than the Company’s address first written above; (iii) a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and material reduction in the Executive’s direct reports or aggregate Base Salary and other compensation (including the person or title target bonus amount and retirement plans, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure to achieve performance targets and excluding any reductions on account of the person provisions of this Agreement; or (iv) any material breach by the Company of this Agreement. Good Reason shall not exist pursuant to whom any subsection of this Section 5(c) unless (A) the Executive reports may be changed; and no shall have delivered notice to the Board of Trustees within ninety (90) days of the initial occurrence of such transfer, assignment, re-assignment, reorganization or change shall constitute “event constituting Good Reason” for , and (B) the Board of Trustees fails to remedy the circumstances giving rise to the Executive’s termination notice within thirty (30) days of receipt of notice. The Executive must terminate his employment under this Section 6(e)(i); or 5(c) at a time agreed reasonably with the Company, but in any event within one hundred fifty (iii150) days from the relocation initial occurrence of the Executive’s Principal Place an event constituting Good Reason. For purposes of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice Company shall be defined to include any successor to the Company which has assumed the obligations of the existence Company through merger, acquisition, stock purchase, asset purchase or otherwise. For purposes of this Agreement, the non-renewal of the condition giving rise to Employment Period at the Good Reason termination within sixty days end of the initial existence of Initial Term or the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall Renewal Term does not constitute a termination without Cause or resignation for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. Executive may terminate his employment and this Agreement for Good Reason. “Good Reason” shall mean the occurrence, without the Executive’s prior written consent, of any one or more of the following: (i) Termination Not any reduction in Connection with Executive’s compensation as set forth in Section 5 hereof; (ii) an adverse change in the Executive’s title, status, authority, duties or responsibilities, provided that, changes in Executive’s title, status, authority, duties and responsibilities necessitated solely by a Change in Control. At any time during the Term of Employmentchange, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)16), in the Executive may terminate Company’s status from a publicly traded company to a subsidiary of a publicly traded company shall not by themselves be considered “adverse” within the Executive’s employment with meaning of this subsection; (iii) the failure by the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt obtain a satisfactory agreement from any successor of written notice to the Company by requiring such successor to assume and agree to perform the Executive of Company’s obligations under this Agreement, as contemplated in Section 21; (iv) the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i)Agreement; or (iiiv) during the relocation period prior to the second anniversary of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles Start Date, without the Executive’s prior written consent: (A) any reduction in the Target Bonus Amount or other limitation on Executive’s annual bonus opportunity pursuant to Section 7, except as specified therein; (A) any reduction in the benefits specified in Section 8, except to the extent that such action is generally applicable to all recipients of such benefits; or (C) the removal, as a general matter, of the Executive’s primary authority to supervise and manage the executive officers of the Company who report directly to the Chief Executive Officer through the general assumption of that authority by the Board, or any committee or individual member of the Board; provided that, any action of the Board, or any committee or individual member of the Board, to seek information directly from, or to request that a project be undertaken at the direction of the Board by, any such executive officer shall not constitute “Good Reason” hereunder; and provided further, that the Executive acknowledges and agrees that neither of the following sets of activities constitutes “Good Reason”: (1) the Company’s internal audit function continuing to report directly to the Audit Committee on an ongoing basis, and (2) certain executive officers and their staffs continuing to have ongoing responsibilities to support the Board and its committees. In order No resignation for Good Reason shall be effective unless the Executive shall, within ninety (90) days of sufficient facts known to the Executive to constitute a termination of employment for Good Reason, the Executive must provide give written notice to the Company Chairman of the existence of Board or its representative setting forth in reasonable detail the condition giving rise to the material facts constituting Good Reason termination within sixty days of and the initial existence of reasonable steps the conditionExecutive believes necessary to cure, and in the event such condition is cured by thereafter the Company within sixty shall have thirty (30) business days from its receipt the date of such written notice, the termination shall not constitute a termination for notice to cure any such occurrence otherwise constituting Good Reason, provided that no such notice and opportunity to cure is required if the Executive has previously given the Company notice and opportunity to cure the same conduct.
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function function, or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate affiliate, or subsidiary of Xxxx Stores, Inc.; the division, affiliate affiliate, or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization reorganization, or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Exhibit 10.1 Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function function, or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate affiliate, or subsidiary of Xxxx Stores, Inc.; the division, affiliate affiliate, or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization reorganization, or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Exhibit 10.3 Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the The Executive may terminate the Executive’s her employment with the Company for Good Reason. For purposes of this Agreement, “Good Reason,” which shall be deemed to occur if, within sixty mean (1) the material breach by the Company of any of its obligations hereunder that goes uncured 10 days after receipt of written notice by the Executive to the Company by of such breach; (2) a material reduction in the Base Salary payable to the Executive that does not correspond to (A) any material change or reduction in the duties of the occurrence of one Executive which is at the request or more consent of the following conditions, Executive or (B) any reduction applied uniformly to all similarly situated executives of the following conditions have not been cured: Company due to any adverse business circumstance; (i3) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction diminution of the Executive’s salary or position with the target annual bonus opportunity set forth in Section 4(b)); Company, including the Executive’s status, office, title, responsibilities and reporting requirements, except (iiA) a significant diminishment in the nature event of a termination for Cause or scope of the authority, power, function or duty attached due to the position which the Executive currently maintains Executive’s death, Disability, or resignation without the express written consent of Good Reason, or (B) for changes that are requested or approved by the Executive; provided, that (4) the Executive’s employment may failure or refusal of a successor to be transferred, assignedbound by the terms of this Employment Agreement under any assignment pursuant to Section 13(d) hereunder, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii5) the any relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without from the Executive’s prior written consentprimary office location; except any relocation (A) which is proposed or initiated by the Executive, (B) which is consented to by the Executive, or (C) which results in the Executive’s principal office location being closer to the Executive’s then-principal residence. In order to constitute Notwithstanding the foregoing, a termination of employment by the Executive for Good Reason, Reason shall not occur unless (x) the Executive must provide provides written notice to the Company of the existence of the condition giving rise to the described in Section 4(e) (1) through (5) that constitutes Good Reason termination within sixty (60) days following the Executive’s knowledge of the initial existence occurrence of the condition, and in (y) the event Company fails to cure such condition is cured by within thirty (30) days following the delivery to the Company within sixty days from its receipt of such written notice, and (z) the Executive’s termination shall not constitute a termination for of employment occurs within one hundred and twenty (120) days following the initial occurrence of the condition described in clause 4(e) (1) through (5) that constitutes Good Reason.
Appears in 1 contract
Samples: Executive Employment Agreement (Andina Acquisition Corp. III)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including including, but not limited to to, the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-one- way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. The Executive may resign from his employment with the Company for Good Reason, but only in accordance with the terms of this Section 2d. “Good Reason” shall be deemed to exist with respect to any termination by the Executive of his employment for any of the following reasons: (i) Termination Not the relocation of the office of the Company at which the Executive is principally employed to a location that is more than fifty (50) miles from the location of such office as of the date of this Agreement; (ii) any failure by the Company to comply with any material term of this Agreement; or (iii) the demotion of the Executive to a lesser position than described in Connection with Section 1a hereof or a Change substantial diminution of the Executive’s authority, duties or responsibilities as in Control. At any time during effect on the Term date of Employmentthis Agreement or as may be hereafter increased; provided, other than within however, that “Good Reason” shall not include a termination of the period commencing one month prior Executive’s employment pursuant to and ending twelve months Sections 2b or 2c hereof or, following a Change in of Control (as defined below in Section 8(e)(ii)4d below), a reduction in title, position, responsibilities or duties solely by virtue of the Executive may terminate Company being acquired and made part of, or operated as a subsidiary of, a larger company or organization, so long as such new duties and responsibilities are reasonable commensurate with the Executive’s experience. The Executive may not resign with Good Reason pursuant to this Section 2d, and shall not be considered to have done so for any purpose of this Agreement, unless (A) the Executive, within sixty (60) days after the initial existence of the act or failure to act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Executive believes to constitute “Good Reason” and identifies the particular clause of this Section 2d that the Executive contends is applicable to such act or failure to act; (B) the Company, within thirty (30) days after its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by the Executive of his employment relationship with the Company, and (C) the Executive actually resigns from his employment with the Company on or before that date that is six (6) calendar months after the initial existence of the act or failure to act by the Company that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Executive from his employment with the Company shall not be deemed to have been for “Good Reason,” the Executive shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with the Company for “Good Reason,” which and the Company shall not be deemed required to occur if, within sixty days after receipt of written notice pay any amount that would otherwise have been due to the Company by Executive under Section 4a had the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply resigned with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.”
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision Exhibit 10.2 of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
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Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the The Executive may terminate the Executive’s employment this Agreement with the Company for “"Good Reason,” which shall be deemed to occur if, within sixty " by giving thirty (30) days after receipt of written notice to the Company by the Executive Company. For purposes of the occurrence of one or more of the following conditionsArticle 5, "Good Reason" means any of the following conditions have not been curedfollowing: (i) a The Company's failure to pay timely any amounts due under Article 3 or 4 hereof (unless the payment is not material and is being contested by the Company to comply with any Company, in good faith) or other substantial and material provision breach of this Agreement (including but not limited to the reduction of the Executive’s salary Agreement; or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope assignment of the authorityExecutive without his consent to a position, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assignedresponsibilities, or re-assigned duties of a substantially and materially lesser status or degree of responsibility than his position, responsibilities, or duties at the Effective Date or later as agreed to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the by Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i)Company; or (iii) the relocation of the Company's principal executive offices outside the metropolitan Houston, Texas area; or (iv) the requirement by the Company that the Executive be based anywhere other than the Company's principal executive offices (with the understanding that substantial travel may be required for Executive’s Principal Place 's position); or (v) removal of Employment the Executive from his seat as described a Director, and in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place any of Employment by more than 25 miles those cases without the Executive’s prior written 's consent. In order to constitute a termination ; provided, however, the occurrence of employment for those events set forth in clauses (i)-(v) shall be deemed "Good Reason, " to the Executive must provide extent and only to the extent that such breach or nonperformance remains uncorrected for thirty (30) days following Executive's reasonably detailed written notice to the Company of such breach or nonperformance; provided, however, that a repeated breach after notice and cure of any provision of clauses (i)-(v) involving the existence same or substantially similar actions or conduct, shall be grounds for termination for "Good Reason" without any additional notice from Executive. In such event, the Executive shall receive from the Company the Executive's base salary for the remainder of the condition giving rise Term that would have been paid to Executive if no termination had occurred. Further, if the Executive terminates his employment hereunder with "Good Reason termination within sixty days Reason," the Company shall (1) pay Executive's COBRA health insurance premium payments (for the same coverage that Executive had in place prior to his termination) for the duration of the initial existence COBRA continuation period, or if earlier, until the Executive becomes eligible for health insurance because of the conditionemployment with a different employer, and in (2) pay Executive his pro rata portion of any annual bonus and other incentive compensation to which he would have been entitled for the event such condition is cured by the Company within sixty days from its receipt of such written notice, calendar year during which the termination shall not constitute a termination for Good Reasonoccurred, and (3) vest Executive in all unvested Bonus Units, if any, in accordance with Section 4(d) of this Agreement, and (4) provide the Executive with all other unpaid benefits due, owing or accrued through his last day of employment.
Appears in 1 contract
Samples: Executive Employment Agreement (Quest Resource Corp)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function function, or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate affiliate, or subsidiary of Xxxx Stores, Inc.; the division, affiliate affiliate, or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization reorganization, or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.. __________ Executive’s Initials Ross’ Initials
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Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during within two years following the Term initial existence of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control Good Reason condition (as defined below in Section 8(e)(ii)below), the Executive may terminate the Executive’s his employment with the Company hereunder for Good Reason. For purposes of this Agreement, “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by mean that the Executive of has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of one or more of the following conditions, any of the following conditions have not been curedevents: (iA) a failure substantial diminution or other substantial adverse change, not consented to in writing by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment , in the nature or scope of the authorityExecutive’s responsibilities, powerauthorities, function powers, functions or duty attached to the position which duties; (B) any removal, from the Executive currently maintains without the express written consent of his title of Chief Financial Officer that is not consented to in writing by the Executive; provided, that (C) a breach by the ExecutiveCompany of any of its other material obligations under this Agreement; (D) the involuntary relocation of the Company’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to offices at which the Executive is performing services may be reorganized; and principally employed or the involuntary relocation of the offices of the Executive’s direct reports primary workgroup to a location more than fifty (50) miles from Omaha, NE, or the person or title of requirement by the person to whom Company that the Executive reports may be changed; based anywhere other than the Company’s offices at such location, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations, or (E) Executive being asked or directed by the Board or the Company’s financial partners to perform tasks that, in Executive’s reasonable and no good faith judgment, are contrary to legal or ethical principles and standards after the Executive has stated his objection to performing such transfer, assignment, re-assignment, reorganization or change tasks. “Good Reason Process” shall constitute mean that (i) the Executive reasonably determines in good faith that a “Good Reason” for event has occurred; (ii) the Executive’s termination Executive notifies the Company in writing of employment under this Section 6(e)(i)the occurrence of the Good Reason event within sixty (60) days of the occurrence; or (iii) the relocation of Executive cooperates in good faith with the ExecutiveCompany’s Principal Place of Employment as described in Section 3 efforts, for a period not less than thirty (30) days following such notice, to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to cure the Good Reason termination within sixty days event; and (iv) notwithstanding such efforts, one or more of the initial existence of the condition, and in the event such condition is cured by Good Reason events continues to exist. If the Company within sixty days from its receipt of such written noticecures the Good Reason event during the 30-day period, the termination Good Reason shall be deemed not constitute a termination for Good Reasonto have occurred.
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Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including including, but not limited to to, the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Exhibit 10.56 Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii))Term, the Executive may terminate the Executive’s his employment with the Company hereunder for Good Reason. For purposes of this Agreement, “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by mean that the Executive of has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of one or more of the following conditions, any of the following conditions have not been curedevents: (iA) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary substantial diminution or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in other substantial adverse change in, or substantial interference with, the nature or scope of the authorityExecutive’s responsibilities, powerauthorities, function powers, functions or duty attached duties that is not consented to the position which the Executive currently maintains without the express written consent of in writing by the Executive; provided(B) any removal, during the Term, from the Executive of any of his titles of Chief Executive Officer and President that is not consented to in writing by the Executive; (C) a material breach by the Company of any of its material obligations under this Agreement; (D) the involuntary relocation of the Company’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to offices at which the Executive is performing services may be reorganized; and principally employed or the involuntary relocation of the offices of the Executive’s direct reports primary workgroup to a location more than 50 miles from such offices, or the person requirement by the Company that the Executive be based anywhere other than the Company’s offices at such location, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations; (E) a reduction in the Executive’s Base Salary or title Target Bonus opportunities, (F) the failure of the person Company to whom obtain the assumption in writing of its obligations hereunder by any successor to all or substantially all of the business or assets of the Company; or (G) the failure to nominate the Executive reports may for election to the Board, and if elected to the Board, the failure of the Executive to be changed; and no such transfer, assignment, re-assignment, reorganization or change appointed Chairman of the Board. “Good Reason Process” shall constitute mean that (i) the Executive reasonably determines in good faith that a “Good Reason” for event has occurred; (ii) the Executive’s termination Executive notifies the Company in writing of employment under this Section 6(e)(i)the occurrence of the Good Reason event; or (iii) the relocation of Executive cooperates in good faith with the ExecutiveCompany’s Principal Place of Employment as described in Section 3 efforts, for a period not less than 30 days following such notice, to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to cure the Good Reason termination within sixty days event; and (iv) notwithstanding such efforts, one or more of the initial existence of the condition, and in the event such condition is cured by Good Reason events continues to exist. If the Company within sixty days from its receipt of such written noticecures the Good Reason event during the 30-day period, the termination Good Reason shall be deemed not constitute a termination for Good Reasonto have occurred.
Appears in 1 contract
Termination by the Executive for Good Reason. The Executive may terminate his employment for Good Reason. For purposes of this Agreement, “Good Reason” means, in the absence of a written consent of the Executive: (i) Termination Not a significant adverse and non-temporary change, diminution or reduction, for any reason, in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with current authority, title, reporting relationship or duties as Chief Financial Officer, excluding for this purpose any action not taken in bad faith and that is remedied by the Company for “Good Reason,” which shall be deemed to occur if, within sixty not more than thirty (30) days after receipt of written notice to the Company thereof given by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment reduction in the nature or scope of the authority, power, function or duty attached Base Salary; (iii) a material reduction in employee welfare and retirement benefits applicable to the position which Executive, other than any reduction in employee welfare and retirement benefits generally applicable to Company employees or as equally applied to executives in connection with an extraordinary decline in the Company’s fortunes; (iv) a reduction in the indemnification protection provided to the Executive currently maintains without herein or within the express written consent of Company’s organizational documents; (v) the Board continuing, after reasonable notice from Executive; provided, to direct Executive either: (I) to take any action that in the Executive’s employment may be transferredgood-faith, assignedconsidered and informed judgment violates any applicable legal or regulatory requirement, or re-assigned (II) to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and refrain from taking any action that in the Executive’s direct reports good-faith, considered and informed judgment is mandated by any applicable legal or regulatory requirement; (vi) the person or title Board requiring the Executive to relocate outside of the person to whom New York City metropolitan area (exclusive of incidental travel for or on behalf of the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(iCompany); or (iiivii) a material breach by the relocation Company of this Agreement. If circumstances arise giving the Executive’s Principal Place of Employment as described in Section 3 Executive the right to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment terminate this Agreement for Good Reason, the Executive must provide written notice to shall within 90 days notify the Company in writing of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the conditionsuch circumstances, specifically citing this Section 4(f), and in the event such condition is cured by the Company within sixty shall have 45 days from its receipt of such written noticenotice within which to investigate and remedy the circumstances (“Good Reason Cure Period”), after which 45 days the termination Executive shall not constitute a termination have an additional 45 days within which to exercise the right to terminate for Good Reason. If the Executive does not timely do so the right to terminate for Good Reason shall lapse and be deemed waived, and the Executive shall not thereafter have the right to terminate for Good Reason unless further circumstances occur giving rise independently to a right to terminate for Good Reason under this Section 4(f).
Appears in 1 contract
Samples: Employment Agreement (COMMITTED CAPITAL ACQUISITION Corp)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the The Executive may terminate the Executive’s his employment with the Company during the Employment Period for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of mean termination based upon the occurrence of one or more of the following conditions, any without the consent of the following conditions have not been curedExecutive: (i) a material reduction in or the assignment of duties materially inconsistent with the Executive’s authority, duties, responsibilities and status; (ii) a material reduction in the Executive’s Annual Base Salary; (iii) the failure of the Company to continue in effect any of the Company’s short-term and long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices or other compensation arrangements in which the Executive participates unless such failure to continue the plan, policy, practice or arrangement pertains to all plan participants generally; or the failure by the Company to comply with any material provision continue the Executive’s participation therein on substantially the same basis, both in terms of this Agreement (including but not limited to the reduction amount of benefits provided and the level of the Executive’s salary or participation relative to other participants, as existed immediately prior to the target annual bonus opportunity set forth Change in Control of the Company; (iv) the failure of the Company to obtain an agreement on terms reasonably satisfactory to both the Executive and the Company from any successor to the Company to assume and agree to perform the Company’s obligations under this Agreement, as contemplated in Section 4(b))6 hereof; (iiv) a significant diminishment material reduction in the nature or scope of the authority, power, function or duty attached to the position budget over which the Executive currently maintains without retains authority; (vi) a material change in the express written consent primary geographic location at which the Executive performs his duties under this Agreement; and (vii) any other action or inaction that constitutes a material breach by the Company of the Executive; provided, that any provision of this Agreement. Any termination of the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or based upon a division, affiliate or subsidiary good faith determination of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which “Good Reason” made by the Executive is performing services shall be subject to a delivery of a Notice of Termination by the Executive to the Company in the manner prescribed in Section 3.6 within 15 days from the date the Executive knew or should have known of the first occurrence of an event that would constitute Good Reason and subject further to the ability of the Company to remedy within 30 days of receipt of such notice any action that may be reorganized; otherwise constitute Good Reason under this Section 3.4. Notwithstanding the foregoing, any changes in the employment relationship between the Executive and the Company as a result of the short-term disability of the Executive (e.g., a change in the Executive’s direct reports authority, duties, responsibilities, or the person or title of the person to whom the Executive reports may be changed; and no such transferstatus, assignmentbudgetary control, re-assignment, reorganization or change etc.) shall not constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reasonhereunder.
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the The Executive may terminate the Executive’s her employment with the Company under this Agreement at any time for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of Reason by giving written notice to the Company (the “Executive Termination Notice”). For purposes of this Section 8(e), “Good Reason” shall mean: (i) a material breach of this Agreement by the Executive Company that is not cured within thirty (30) days after written notice of the occurrence alleged breach has been given to the Company by the Executive; (ii) the relocation of Executive’s principal place of employment to a location other than the Chicago, Illinois metropolitan area; (iii) a reduction in either Executive’s title as provided in Section 1 hereof or Executive’s Base Salary or other compensation as then currently in effect (i.e., inclusive of any increases subsequent to the execution hereof as provided in Section 3 above); (iv) a change in Executive’s reporting relationship such that Executive is no longer directly reporting to the Board, or the Company’s Chief Executive Officer; (v) a reduction in Executive’s bonus target level to below eighty percent (80%) of Base Salary, that is not cured within thirty (30) days after written notice of the breach has been given by Executive to the Company; or (vi) a material reduction (including all previous reductions during Executive’s employment after the execution of this Agreement, including all previous reductions which are not material when considered separately) in Executive’s duties, responsibilities and/or authority, as measured by any one or more of the following conditionsfollowing: (t) the removal of Executive from, any or material reduction in participation as a member of, the executive management committee of the following conditions have Company (which is not been cured: a Board committee) that is headed by the Company’s Chief Executive Officer and which includes such other executive officers of the Company as may be designated from time to time by the Company’s Chief Executive Officer; (iu) the removal of Executive from her current position, or a material reduction in responsibility or authority for the management of, either or both Gxxxx & Exxxx Management Services, Inc., and/or Gxxxx & Exxxx Global Client Services; (v) the removal of Executive from her current position, or a material reduction in responsibility or authority for the management of, the Company’s Corporate Services Group as it currently exists; (w) a failure material reduction in access to, or ability to provide substantive input with respect to, the customer relationship management team/function for the Company’s strategic, institutional clients which alleged breach is not cured by the Company to comply with any material provision of this Agreement within thirty (including but not limited 30) days after written notice thereof has been given to the reduction of the Company by Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (iix) a significant diminishment in the nature appointment of any other current Company executive or scope of the authority, power, function or duty attached employee to the position which as president (or functional equivalent) of the Executive currently maintains Institutional Investment Group without the express written consent of the Executive; Executive in advance of such appointment – provided, however, that it is expressly understood by Executive that the Executive’s employment may Company intends to hire a new executive to be transferred, assigned, the president (or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title functional equivalent) of the person Company’s Institutional Investment Group which Executive expressly agrees the Company shall be permitted to whom the Executive reports may be changed; and no do without any prior or subsequent approval by Executive, provided that such transfer, assignment, re-assignment, reorganization new executive is not then an employee or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation executive of the Executive’s Principal Place of Employment as described Company (in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reasonwhich event, the Executive must provide written notice to the Company hiring of such new president (or functional equivalent) of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination Company’s Institutional Investment Group shall not constitute a termination for Good ReasonReason hereunder); (y) a material reduction in Executive’s access to, or ability to provide substantive input with respect to, the quality of services provided to the Company’s strategic, global clients by Gxxxx & Exxxx Affiliates, Inc. and/or Gxxxx & Exxxx’ International Alliance Partner which alleged breach is not cured by the Company within thirty (30) days after written notice thereof has been given to the Company by Executive; or (z) a material reduction (including all previous reductions during Executive’s employment after the execution of this Agreement, including all previous reductions which are not material when considered separately) in Executive’s duties, responsibilities and/or authority such that the gross revenues with respect to the business operations of the Company for which the Executive is responsible immediately subsequent to any change in duties or responsibilities is less than 70% of the annual budgeted revenues with respect to the business operations of the Company (as established by the Company in accordance with its standard procedures) which Executive was responsible for immediately prior to such change. In the event of a termination by Executive for Good Reason the Company shall pay to Executive the following: (i) all monies due to Executive which right to payment or reimbursement accrued prior to such termination, and (ii) the Severance Compensation. The Company’s payment of the Severance Compensation upon Executive’s termination for Good Reason is expressly subject to and contingent upon Executive executing and delivering to the Company contemporaneously with Executive’s termination for Good Reason the Release.
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the Executive’s Initials Ross’ Initials existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
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Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii8(d)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function function, or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate affiliate, or subsidiary of Xxxx Stores, Inc.; the division, affiliate affiliate, or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization reorganization, or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
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Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the The Executive may terminate the Executive’s his employment with the Company hereunder at any time for “Good Reason,” which . For purposes of this Agreement, "Good Reason" shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: mean (iA) a failure by the Company to comply with any material provision of this Agreement including, without limitation, sub-section 13(c) hereof, which has not been cured within ten (including 10) days after notice of such noncompliance has been given by the Executive to the Company, (B) the assignment to the Executive by the Company of duties inconsistent with the Executive's position, authority, duties, responsibilities or status with the Company as in effect immediately after the date of execution of this Agreement including, but not limited to, any reduction whatsoever in such position, authority, duties, responsibilities or status, or a change in the Executive's titles or offices, as then in effect, or any removal of the Executive from, or any failure to reelect the Executive to, any of such positions, except in connection with the termination of his employment on account of his death, disability, or for Cause, (C) any reduction in compensation or benefits without the Executive's prior written consent, (D) the requirement of excessive travel on the part of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); , (iiE) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence Company's principal executive offices or of the condition giving rise Executive's principal place of employment to any location outside the Borough of Manhattan, (F) any other material change in the conditions of employment if the Executive determines in good faith that his customary duties can no longer be performed because of the change, (G) any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of subsection 6(h) hereof or, in the case of a termination allegedly for "Cause", which fails to satisfy the requirements of clauses (i) through (iv) of subsection 6(b) hereof (and for purposes of this Agreement no such purported termination for Cause shall be effective), or (H) the occurrence of a "Change in Control" of the Company, as defined in the Company's 2001 Stock Incentive Plan, except that, (i) in determining whether a Change in Control has occurred, the fact that the Board may have previously approved the acquisition of voting securities, or tender or exchange offer for the purchase of the Company's common stock, shall be disregarded and (ii) such event shall only be an event of Good Reason termination within sixty days if a Notice of Termination as a result of such event is given by the initial existence of the condition, and in the event such condition is cured by Executive to the Company within sixty days from its receipt of such written notice, 24 months after the termination shall not constitute a termination for Good Reasonoccurrence thereof.
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Samples: Employment Agreement (Topps Co Inc)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Exhibit 10.33 Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
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Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute Executive’s Initials Ross’ Initials distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
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Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision Exhibit 10.5 of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
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Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the The Executive may terminate the Executive’s employment with Service Period for Good Reason within ninety (90) days following the Company for initial existence of the circumstances giving rise to Good Reason, subject to the terms and conditions of this Section 4(b)(iv). For purposes of this Agreement, the term “Good Reason,” which shall be deemed to occur ifmean, within sixty days after receipt of written notice to the Company by unless the Executive of the occurrence of one or more of the following conditionsshall have consented in writing thereto, any of the following conditions have not been cured: (i) the Executive’s demotion, loss of title in part or in whole, removal as a director of BFC or the Bank, loss of office, or reduction of authority, the failure by the stockholders to elect the Executive as a director of the Company or the establishment of an obligation of Executive to comply with report to any material provision of this Agreement (including but not limited senior officer rather than directly to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); Board, (ii) a significant diminishment reduction in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferredBase Salary (provided, assignedhowever, or re-assigned that a reduction in Base Salary as permitted under Section 2(a) shall not constitute a circumstance giving rise to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or , (iii) the relocation of the Executive’s Principal Place primary work location more than twenty (20) miles from the executive office of Employment as described in Section 3 to the Company located at 0000 X Xxxxxx, X.X., xx Xxxxxxxxxx, X.X. 00000, (iv) a location that increases the regular one-way commute distance between material diminution of the Executive’s residence and Principal Place responsibilities, or (v) any material breach of Employment this Agreement by more than 25 miles the Company, including, without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reasonlimitation, the failure to pay the Executive any amount when due and payable, pursuant to this Agreement, except in the event of a bona fide dispute regarding reimbursement of business expenses. Executive must provide give written notice to the Company of his intent to resign for Good Reason within forty-five (45) days after the existence occurrence of the condition giving event that he asserts entitles him to terminate the Service Period for Good Reason. In that notice, he must specify in reasonable detail the circumstances claimed to give rise to Executive’s right to terminate the Service Period for Good Reason Reason, and he must give the Company an opportunity to cure the condition within thirty (30) days after his notice; provided, however, any breach by the Company of a payment obligation hereunder must be cured within five (5) days (rather than the foregoing thirty (30) days) following the Company’s receipt of such notice. If the Company fails to cure such condition within such thirty (30) days (or such five (5)-day period, as applicable), and Executive decides to proceed with the termination of the Service Period for Good Reason, such termination shall be effected by Executive giving the Company a Notice of Termination, which Notice of Termination shall be effective as of the date given, provided that such date shall be within sixty ninety (90) days of following the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for circumstances giving rise to Good Reason, without any further right to cure, unless the Board has previously waived such notice period in writing or agreed to a shorter period.
Appears in 1 contract
Samples: Employment Agreement (Broadway Financial Corp \De\)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At The Executive shall be entitled to terminate his employment and this Agreement at any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt (defined hereafter). A termination of written notice to the Company employment and this Agreement by the Executive for Good Reason shall entitle the Executive to payments and other benefits as specified in paragraph 10(g) or 10(h), as applicable. For purposes of this Agreement, “Good Reason” shall mean, subject to the occurrence of one or more of the following conditionsnotice and cure provisions below, any of the following conditions have not been curedactions if taken without the Executive’s prior consent: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of in the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b))Base Salary; (ii) a significant diminishment material reduction in the nature Executive’s authority, responsibilities or scope of duties; (iii) a material reduction in the authority, power, function responsibilities or duty attached to the position which the Executive currently maintains without the express written consent duties of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person supervisor to whom the Executive reports may be changedis required to report, including a requirement that the Executive report to an officer or employee of the Company or an Affiliate instead of reporting directly to the Board; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for (iv) a material reduction in the Executive’s termination of employment under this Section 6(e)(i)budget over which the Executive retains authority; or (iiiv) the a permanent relocation of the Executive’s Principal Place principal place of Employment as described employment to any location outside of a fifty mile radius of the location from which the Executive served the Company immediately prior to the relocation, provided such relocation is a material change in the geographic location at which the Executive must provide services for purposes of Code Section 3 409A and the regulations thereunder; or (vi) any other action or inaction that constitutes a material breach by the Company of this Agreement provided, however, that during the Change in Control period, “Good Reason” shall include, in addition, Executive no longer being the sole and highest ranking President of the Company and its Affiliates, excluding such office or position that may exist at an Affiliate which office or position reports to a location that increases or is subordinate to Executive. To exercise the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order option to constitute a termination of terminate employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Executive’s belief that Good Reason termination exists within sixty 60 days of the initial existence of the Good Reason condition, and that notice shall describe in reasonable detail the event such condition is cured by condition(s) believed to constitute Good Reason. The Company then shall have 30 days to remedy the Good Reason condition(s). If not remedied within that 30-day period or if the Company within sixty notifies the Executive that it does not intend to cure such condition(s) before the end of that 30-day period, the Executive may submit a notice of termination to the Company; provided, however, that the notice of termination invoking the Executive’s option to terminate employment for Good Reason must be given no later than 100 days from its receipt after the date the Good Reason condition first arose; otherwise, the Executive is deemed to have accepted the condition(s), or the Company’s correction of such written noticecondition(s), that may have given rise to the termination shall not constitute a termination for existence of Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” Exhibit 10.3 which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
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Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At The Executive shall be entitled to terminate his employment and this Agreement at any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt (defined hereafter). A termination of written notice to the Company employment and this Agreement by the Executive for Good Reason shall entitle the Executive to payments and other benefits as specified in paragraph 10(g) or 10(h), as applicable. For purposes of this Agreement, “Good Reason” shall mean, subject to the occurrence of one or more of the following conditionsnotice and cure provisions below, any of the following conditions have not been curedactions if taken without the Executive’s prior consent: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of in the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b))Base Salary; (ii) a significant diminishment material reduction in the nature Executive’s authority, responsibilities or scope of duties; (iii) a material reduction in the authority, power, function responsibilities or duty attached to the position which the Executive currently maintains without the express written consent duties of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person supervisor to whom the Executive reports may be changedis required to report, including a requirement that the Executive report to an officer or employee of the Company or an Affiliate instead of reporting directly to the Board; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for (iv) a material reduction in the Executive’s termination of employment under this Section 6(e)(i)budget over which the Executive retains authority; or (iiiv) the a permanent relocation of the Executive’s Principal Place principal place of Employment as described employment to any location outside of a fifty mile radius of the location from which the Executive served the Company immediately prior to the relocation, provided such relocation is a material change in the geographic location at which the Executive must provide services for purposes of Code Section 3 409A and the regulations thereunder; or (vi) any other action or inaction that constitutes a material breach by the Company of this Agreement provided, however, that during the Change in Control period, “Good Reason” shall include, in addition, Executive no longer being the sole and highest ranking Chief Executive Officer of the Company and its Affiliates, excluding such office or position that may exist at an Affiliate which office or position reports to a location that increases or is subordinate to Executive. To exercise the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order option to constitute a termination of terminate employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Executive’s belief that Good Reason termination exists within sixty 60 days of the initial existence of the Good Reason condition, and that notice shall describe in reasonable detail the event such condition is cured by condition(s) believed to constitute Good Reason. The Company then shall have 30 days to remedy the Good Reason condition(s). If not remedied within that 30-day period or if the Company within sixty notifies the Executive that it does not intend to cure such condition(s) before the end of that 30-day period, the Executive may submit a notice of termination to the Company; provided, however, that the notice of termination invoking the Executive’s option to terminate employment for Good Reason must be given no later than 100 days from its receipt after the date the Good Reason condition first arose; otherwise, the Executive is deemed to have accepted the condition(s), or the Company’s correction of such written noticecondition(s), that may have given rise to the termination shall not constitute a termination for existence of Good Reason.
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Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during within two years following the Term initial existence of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control Good Reason condition (as defined below in Section 8(e)(ii)below), the Executive may terminate the Executive’s his employment with the Company hereunder for Good Reason. For purposes of this Agreement, “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by mean that the Executive of has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of one or more of the following conditions, any of the following conditions have not been curedevents: (iA) a failure substantial diminution or other substantial adverse change, not consented to in writing by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment , in the nature or scope of the authorityExecutive’s responsibilities, powerauthorities, function powers, functions or duty attached to the position which duties; (B) any removal, from the Executive currently maintains without the express written consent of his title of Chief Executive Officer and President that is not consented to in writing by the Executive; provided, that (C) a breach by the ExecutiveCompany of any of its other material obligations under this Agreement; (D) the involuntary relocation of the Company’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to offices at which the Executive is performing services may be reorganized; and principally employed or the involuntary relocation of the offices of the Executive’s direct reports primary workgroup to a location more than fifty (50) miles from Boston, MA, or the person or title of requirement by the person to whom Company that the Executive reports may be changed; based anywhere other than the Company’s offices at such location, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations, or (E) Executive being directed by the Board or the Company’s financial partner to perform tasks that, in Executive’s reasonable and no good faith judgment, are contrary to legal or ethical principles and standards after the Executive has stated his objection to performing such transfer, assignment, re-assignment, reorganization or change tasks. “Good Reason Process” shall constitute mean that (i) the Executive reasonably determines in good faith that a “Good Reason” for event has occurred; (ii) the Executive’s termination Executive notifies the Company in writing of employment under this Section 6(e)(i)the occurrence of the Good Reason event within sixty (60) days of the occurrence; or (iii) the relocation of Executive cooperates in good faith with the ExecutiveCompany’s Principal Place of Employment as described in Section 3 efforts, for a period not less than thirty (30) days following such notice, to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to cure the Good Reason termination within sixty days event; and (iv) notwithstanding such efforts, one or more of the initial existence of the condition, and in the event such condition is cured by Good Reason events continues to exist. If the Company within sixty days from its receipt of such written noticecures the Good Reason event during the 30-day period, the termination Good Reason shall be deemed not constitute a termination for Good Reasonto have occurred.
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Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the The Executive may terminate the Executive’s his employment with the Company hereunder at any time for “Good Reason,” which . For purposes of this Agreement, "Good Reason" shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: mean (iA) a failure by the Company to comply with any material provision of this Agreement including, without limitation, sub-section 13(c) hereof, which has not been cured within ten (including 10) days after notice of such noncompliance has been given by the Executive to the Company, (B) the assignment to the Executive by the Company of duties inconsistent with the Executive's position, authority, duties, responsibilities or status with the Company as in effect immediately after the date of execution of this Agreement including, but not limited to, any reduction whatsoever in such position, authority, duties, responsibilities or status, or a change in the Executive's titles or offices, as then in effect, or any removal of the Executive from, or any failure to reelect the Executive to, any of such positions, except in connection with the termination of his employment on account of his death, disability, or for Cause, (C) any reduction in compensation or benefits without the Executive's prior written consent, (D) the requirement of excessive travel on the part of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); , (iiE) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence Company's principal executive offices or of the condition giving rise Executive's principal place of employment to any location outside the Borough of Manhattan, (F) any other material change in the conditions of employment if the Executive determines in good faith that his customary duties can no longer be performed because of the change, (G) any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of subsection 6(e) hereof or, in the case of a termination allegedly for "Cause", which fails to satisfy the requirements of clauses (i) through (iv) of subsection 6(b) hereof (and for purposes of this Agreement no such purported termination shall be effective), or (H) the occurrence of a "Change in Control" of the Company, as defined in Section 8 of the Option Plan, except that, (i) in determining whether a Change in Control has occurred, the fact that the Board may have previously approved the acquisition of voting securities, or tender or exchange offer for the purchase of the Company's common stock, shall be disregarded and (ii) such event shall only be an event of Good Reason termination within sixty days if a Notice of Termination as a result of such event is given by the initial existence of the condition, and in the event such condition is cured by Executive to the Company within sixty days from its receipt of such written notice, 24 months after the termination shall not constitute a termination for Good Reasonoccurrence thereof.
Appears in 1 contract
Samples: Employment Agreement (Topps Co Inc)
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii8(d)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function function, or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx StoresRoss Stoxxx, Inc. or a division, affiliate affiliate, or subsidiary of Xxxx StoresRoss Stoxxx, Inc.; the division, affiliate affiliate, or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization reorganization, or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
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Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the The Executive may terminate the Executive’s resign from his employment with the Company for “Good Reason,” which but only in accordance with the terms of this Section 2d. “Good Reason” shall be deemed to occur if, within sixty days after receipt of written notice exist with respect to the Company any termination by the Executive of the occurrence of one or more of the following conditions, his employment for any of the following conditions have not been curedreasons: (i) the relocation of the office of the Company at which the Executive is principally based to a location that is more than fifty (50) miles from the location of the Company’s office as of the date of this Agreement provided that such new location is more than fifty (50) miles from the location of the Executive’s primary residence as of the date of this Agreement; (ii) any failure by the Company to comply in all material respects with any material provision term of this Agreement Agreement; (including but not limited iii) the demotion of the Executive to the reduction a lesser position than described in Section 1a hereof or a substantial diminution of the Executive’s salary authority, duties or responsibilities as in effect on the target annual bonus opportunity set forth in Section 4(b))date of this Agreement; or (iiiv) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent material diminution of the Executive’s Base Salary and benefits, in the aggregate, unless such reduction is part of a Company-wide reduction in compensation and/or benefits for all of its senior executives; provided, however, that “Good Reason” shall not include a termination of the Executive’s employment may be transferredpursuant to Sections 2b or 2c hereof or, assignedfollowing a Change of Control (as defined in Section 4d below), a reduction in title, position, responsibilities or duties solely by virtue of the Company being acquired and made part of, or re-assigned to Xxxx Storesoperated as a subsidiary or division of, Inc. a larger company or a divisionorganization, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary so long as such new duties and responsibilities are reasonably commensurate with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or experience. The Executive may not resign with Good Reason pursuant to this Section 2d, and shall not be considered to have done so for any purpose of this Agreement, unless (A) the person or title Executive, within sixty (60) days after the initial existence of the person act or failure to whom act by the Company that constitutes “Good Reason” within the meaning of this Agreement, provides the Company with written notice that describes, in particular detail, the act or failure to act that the Executive reports may be changedbelieves to constitute “Good Reason” and identifies the particular clause of this Section 2d that the Executive contends is applicable to such act or failure to act; and no (B) the Company, within thirty (30) days after its receipt of such transfernotice, assignment, re-assignment, reorganization fails or change shall constitute refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the Executive’s termination by the Executive of his employment under this Section 6(e)(i); or relationship with the Company, and (iiiC) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of Executive actually resigns from his employment for Good Reason, the Executive must provide written notice to with the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of on or before that date that is six (6) calendar months after the initial existence of the condition, and in the event such condition is cured act or failure to act by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for that constitutes “Good Reason.” If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by the Executive from his employment with the Company shall not be deemed to have been for “Good Reason,” the Executive shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with the Company for “Good Reason,” and the Company shall not be required to pay any amount that would otherwise have been due to the Executive under Section 4a had the Executive resigned with “Good Reason.”
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-re- assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. (i) Termination Not in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function function, or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, or re-assigned to Xxxx Ross Stores, Inc. or xx a division, affiliate affiliate, or subsidiary of Xxxx Ross Stores, Inc.; the xhe division, affiliate affiliate, or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports or the person or title of the person to whom the Executive reports may be changed; and no such transfer, assignment, re-assignment, reorganization reorganization, or change shall constitute “Good Reason” for the Executive’s termination of employment under this Section 6(e)(i); or (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Appears in 1 contract
Termination by the Executive for Good Reason. The Executive may terminate his employment for Good Reason. For purposes of this Agreement, “Good Reason” means, in the absence of a written consent of the Executive: (i) Termination Not a significant adverse and non-temporary change, diminution or reduction, for any reason, in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with current authority, title, reporting relationship or duties as Director of Business Development, excluding for this purpose any action not taken in bad faith and that is remedied by the Company for “Good Reason,” which shall be deemed to occur if, within sixty not more than thirty (30) days after receipt of written notice to the Company thereof given by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, removal from the position of Director of Business Development of the Company or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports removal from or failure to be elected to membership on, and Chairman of, the person Board; (iii) a reduction in the Base Salary; (iv) a material reduction in employee welfare and retirement benefits applicable to the Executive, other than any reduction in employee welfare and retirement benefits generally applicable to Company employees or title of as equally applied to executives in connection with an extraordinary decline in the person Company’s fortunes; (v) a reduction in the indemnification protection provided to whom the Executive reports may be changedherein or within the Company’s organizational documents; and no such transfer(vi) the Board continuing, assignmentafter reasonable notice from Executive, re-assignment, reorganization or change shall constitute “Good Reason” for to direct Executive either: (I) to take any action that in the Executive’s termination good-faith, considered and informed judgment violates any applicable legal or regulatory requirement, or (II) to refrain from taking any action that in the Executive’s good-faith, considered and informed judgment is mandated by any applicable legal or regulatory requirement; (vii) the Board requiring the Executive to relocate outside of employment under this Section 6(e)(ithe New York City metropolitan area (exclusive of incidental travel for or on behalf of the Company); or (iiiviii) a material breach by the relocation Company of this Agreement. If circumstances arise giving the Executive’s Principal Place of Employment as described in Section 3 Executive the right to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment terminate this Agreement for Good Reason, the Executive must provide written notice to shall within 90 days notify the Company in writing of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the conditionsuch circumstances, specifically citing this Section 4(f), and in the event such condition is cured by the Company within sixty shall have 45 days from its receipt of such written noticenotice within which to investigate and remedy the circumstances (“Good Reason Cure Period”), after which 45 days the termination Executive shall not constitute a termination have an additional 45 days within which to exercise the right to terminate for Good Reason. If the Executive does not timely do so the right to terminate for Good Reason shall lapse and be deemed waived, and the Executive shall not thereafter have the right to terminate for Good Reason unless further circumstances occur giving rise independently to a right to terminate for Good Reason under this Section 4(f).
Appears in 1 contract
Termination by the Executive for Good Reason. The Executive may terminate his employment for Good Reason. For purposes of this Agreement, “Good Reason” means, in the absence of a written consent of the Executive: (i) Termination Not a significant adverse and non-temporary change, diminution or reduction, for any reason, in Connection with a Change in Control. At any time during the Term of Employment, other than within the period commencing one month prior to and ending twelve months following a Change in Control (as defined below in Section 8(e)(ii)), the Executive may terminate the Executive’s employment with current authority, title, reporting relationship or duties as Chief Executive Officer, excluding for this purpose any action not taken in bad faith and that is remedied by the Company for “Good Reason,” which shall be deemed to occur if, within sixty not more than thirty (30) days after receipt of written notice to the Company thereof given by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)); (ii) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; provided, that the Executive’s employment may be transferred, assigned, removal from the position of Chief Executive Officer of the Company or re-assigned to Xxxx Stores, Inc. or a division, affiliate or subsidiary of Xxxx Stores, Inc.; the division, affiliate or subsidiary with respect to which the Executive is performing services may be reorganized; and the Executive’s direct reports removal from or failure to be elected to membership on the person Board; (iii) a reduction in the Base Salary; (iv) a material reduction in employee welfare and retirement benefits applicable to the Executive, other than any reduction in employee welfare and retirement benefits generally applicable to Company employees or title of as equally applied to executives in connection with an extraordinary decline in the person Company’s fortunes; (v) a reduction in the indemnification protection provided to whom the Executive reports may be changedherein or within the Company’s organizational documents; and no such transfer(vi) the Board continuing, assignmentafter reasonable notice from Executive, re-assignment, reorganization or change shall constitute “Good Reason” for to direct Executive either: (I) to take any action that in the Executive’s termination good-faith, considered and informed judgment violates any applicable legal or regulatory requirement, or (II) to refrain from taking any action that in the Executive’s good-faith, considered and informed judgment is mandated by any applicable legal or regulatory requirement; (vii) the Board requiring the Executive to relocate outside of employment under this Section 6(e)(ithe New York City metropolitan area (exclusive of incidental travel for or on behalf of the Company); or (iiiviii) a material breach by the relocation Company of this Agreement. If circumstances arise giving the Executive’s Principal Place of Employment as described in Section 3 Executive the right to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment terminate this Agreement for Good Reason, the Executive must provide written notice to shall within 90 days notify the Company in writing of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the conditionsuch circumstances, specifically citing this Section 4(f), and in the event such condition is cured by the Company within sixty shall have 45 days from its receipt of such written noticenotice within which to investigate and remedy the circumstances (“Good Reason Cure Period”), after which 45 days the termination Executive shall not constitute a termination have an additional 45 days within which to exercise the right to terminate for Good Reason. If the Executive does not timely do so the right to terminate for Good Reason shall lapse and be deemed waived, and the Executive shall not thereafter have the right to terminate for Good Reason unless further circumstances occur giving rise independently to a right to terminate for Good Reason under this Section 4(f).
Appears in 1 contract
Samples: Employment Agreement (COMMITTED CAPITAL ACQUISITION Corp)
