Terminate for Good Reason definition

Terminate for Good Reason means you terminate your employment with the Company and its affiliates due to the occurrence of any of the following events without your written consent: (i) any material and adverse diminution in your responsibilities or authorities with respect to the Company, (ii) any material diminution of your base salary and target bonus opportunity, or (iii) any relocation of your principal place of employment to a location more than 50 miles from your principal place of employment as of the date hereof that increases your one-way commute. Notwithstanding the foregoing, you shall not be entitled to Terminate for Good Reason unless (x) within ten (10) days after the occurrence of the event that you assert constitutes an event described in clause (i), (ii) or (iii) above, you notify the Chief Human Resources Officer of the Company in writing of such event and the circumstances that you assert give rise to your right to Terminate for Good Reason, (y) the Company fails to cure such circumstances within thirty (30) days following such notice (the “Cure Period”), and (z) no later than two (2) days after the expiration of the Cure Period, you resign from your employment, such resignation to be effective ten (10) days following expiration of the Cure Period; provided, that the Company, in its sole discretion, may waive all or any part of the Cure Period, and the Company may assert that, notwithstanding such resignation, you did not Terminate for Good Reason within the meaning of this Agreement. Notwithstanding the foregoing, an event described in clause (i) above shall not be deemed to have occurred if following the Strategic Event you are offered a position with the Company or any of its affiliates with responsibilities substantially equivalent to your responsibilities immediately prior to the Strategic Event, and an event described in clause (ii) above shall not be deemed to have occurred unless a combination of your base salary and target bonus opportunity is reduced by more than 10% of your combined base salary and target bonus opportunity in effect for the fiscal year immediately prior to the fiscal year in which the Strategic Event occurs.
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Terminate for Good Reason means any voluntary termination by written resignation of the Continuous Status as a Participant of any Employee after a Change of Control because of: (i) a material reduction in the Participant’s authority, responsibilities or scope of employment; (ii) an assignment of duties to the Participant inconsistent with the Participant’s role at the Company prior to the Change of Control; (iii) a reduction in the Participant’s base salary or total incentive compensation; (iv) a material reduction in the Participant’s benefits unless such reduction applies to all Participants of comparable rank; and (v) the relocation of the Participant’s primary work location more than fifty (50) miles from the Participant’s primary work location prior to the Change of Control; provided that the Participant’s written notice of voluntary resignation must be tendered within one (1) year of the Change of Control, and shall specify which of the events described in (i) through (v) resulted in the resignation.
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Terminate for Good Reason. “ shall mean any voluntary termination by written resignation of the Continuous Status as a Participant of any Employee after a Change of Control because of: (1) a material reduction in the Participant’s authority, responsibilities or scope of employment; (2) an assignment of duties to the Participant inconsistent with the Participant’s role at the Company prior to the Change of Control, (3) a reduction in the Participant’s base salary or total incentive compensation; (4) a material reduction in the Participant’s benefits unless such reduction applies to all Participants of comparable rank; and (5) the relocation of the Participant’s primary work location more than fifty (50) miles from the Participant’s primary work location prior to the Change of Control; provided that the Participant’s written notice of voluntary resignation must be tendered within one (1) year of the Change of Control, and shall specify which of the events described in (1) through (5) resulted in the resignation.
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Examples of Terminate for Good Reason in a sentence

  • If there is a Change of Control while you are employed by the Company or any subsidiary or affiliate of the Company, and you are terminated without Cause or you Terminate for Good Reason before the third anniversary of such Change in Control, your RSUs shall become immediately 100% vested upon such Change of Control and subsequent termination.

  • In the event that the Employee continues his or her employment during the Change in Control Protection Period, such continued employment shall not constitute a waiver or diminish or eliminate, in any way whatsoever, any of Employee’s rights or obligations under this Agreement, including the Employee’s right to Terminate for Good Reason under Section 3.2(a).

  • The Executive's employment may be terminated by the Executive for Good Reason or by the Executive voluntarily without Good Reason pursuant to the notice and cure provisions of Section 4(f) ("Sunset on Right to Terminate for Good Reason").

  • If you voluntarily Terminate for Good Reason or are involuntarily Terminated without Cause and you die after your Release is executed and the revocation period has expired, your estate will be paid the full amount of any unpaid portion of the Severance Amount and the Benefits Payment as soon as practicable, but not later than the 60th day, following your death.

  • Company’s Desire to Terminate other than for Cause; Executive’s Desire to Terminate for Good Reason.

  • If there is a Change in Control (as defined in your Change in Control Agreement) while you are employed by the Company or any subsidiary or affiliate of the Company, and you are terminated without Cause or you Terminate for Good Reason (each as defined in your Change in Control Agreement) before the third anniversary of such Change in Control, your RSUs shall become immediately 100% vested upon such Change in Control and subsequent termination.

  • At any time that Good Reason (as defined in Section 1.8) exists, the Executive may Terminate for Good Reason.

  • If there is a Change of Control while you are employed by the Company or any Subsidiary or Affiliate of the Company, and you are terminated without Cause or you Terminate for Good Reason, your Restricted Stock shall become immediately 100% vested upon such Change of Control and subsequent termination.

  • If there is a Change of Control while you are employed by the Company or any Subsidiary or Affiliate of the Company, and you are terminated without Cause or you Terminate for Good Reason, your options shall become immediately 100% vested upon such Change of Control.

  • If you are listed in Exhibit A, and if you voluntarily Terminate for Good Reason or if you are involuntarily Terminated other than for Cause, you will receive severance benefits under this Plan provided that you: • Sign (and not revoke) a release agreement satisfactory to the Company (the “Release”).

Related to Terminate for Good Reason

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • For Good Reason as defined in Section 6.4.

  • Voluntary Termination for Good Reason means that the Executive voluntarily terminates his employment after any of the following are undertaken without Executive’s express written consent:

  • Without Good Reason means termination of Executive’s employment by Executive other than For Good Reason pursuant to SECTION 3.2(b) below.

  • Good Reason means:

  • Resignation for Good Reason means Executive’s resignation from all employee positions Executive then holds with the Company within sixty (60) days following any of the following events taken without Executive’s consent, provided Executive has given the Company written notice of such event within thirty (30) days after the first occurrence of such event and the Company has not cured such event within thirty (30) days thereafter:

  • Notice of Termination for Good Reason shall have the meaning set forth in Section 1(t).

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Constructive Termination Without Cause means the termination of the Executive’s employment at his initiative after, without the Executive’s prior written consent, one or more of the following events:

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.

  • Good Reason Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Company, (2) a representation or warranty made by the Company herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Company of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Company by the Dealer Manager.

  • Voluntary Termination means termination by the Employee of the Employee's employment with the Company, excluding termination by reason of Employee's death or disability as described in Sections 2.5 and 2.6.

  • Termination for Cause or "Cause" shall mean termination because of the Executive's personal dishonesty, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, conviction of a felony with respect to the Bank or the Company or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on the Executive's part shall be "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • Involuntary Termination of Employment means the Termination of Service by the Company or Subsidiary (other than a termination for Cause) or termination of employment by a Participant Employee for Good Reason.

  • Termination of Employment means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

  • For Cause means:

  • Termination Without Cause means termination by the Company other than due to the Executive’s death or disability or Termination With Cause.

  • Constructive Termination means:

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Termination for Just Cause means termination because of Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement.

  • Involuntary Termination means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.

  • Terminated for Cause mean termination of the employment of the Employee because of the Employee's personal dishonesty, incompetence, willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. The Employee shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee's counsel, to be heard before the Board), stating that in the good faith opinion of the Board the Employee has engaged in conduct described in the preceding sentence and specifying the particulars thereof in detail.

  • Disability or Disabled means that during the Elimination Period and your Own Occupation Period you are, as a result of Physical Disease, Injury, Mental Disorder, Substance Abuse or Pregnancy, unable to perform one or more of the Material Duties of your Own Occupation, and, due to such inability, your Work Earnings are less than 80% of your Indexed Predisability Earnings, and you are incapable of earning 80% or more of your Indexed Predisability Earnings. Your Work Earnings may be Deductible Income. See the “LTD Benefit Calculation” and “Deductible Income” sections.

  • Just Cause means:

  • Termination of Service means: