By Employee with Good Reason Sample Clauses

By Employee with Good Reason. Employee shall be permitted to terminate this Agreement for any Good Reason. For purposes of this Agreement, “Good Reason” shall exist in the event any of the following actions are taken without Employee’s consent: (i) a material diminution in Employee’s Base Salary, duties, responsibilities, or authorities; (ii) a requirement that Employee report to an officer or employee other than the CEO or the Board; (iii) a material relocation of Employee’s primary work location more than 50 miles away from the Company’s corporate headquarters; (iv) any other action or inaction by the Company that constitutes a material breach of its obligations under this Agreement. To exercise his right to terminate for Good Reason, Employee must provide written notice to the Company of his belief that Good Reason exists within 90 days of the initial existence of the condition(s) giving rise to Good Reason, and that notice shall describe the condition(s) believed to constitute Good Reason. The Company shall have 30 days to remedy the Good Reason condition(s). If not remedied within that 30-day period, Employee may terminate this Agreement; provided, however, that such termination must occur no later than 180 days after the date of the initial existence of the condition(s) giving rise to the Good Reason; otherwise, Employee shall be deemed to have accepted the condition(s), or the Company’s correction of such condition(s), that may have given rise to the existence of Good Reason.
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By Employee with Good Reason. Employee may terminate the Agreement immediately with Good Reason. “Good Reason” is defined as any of the following:
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By Employee with Good Reason. By Employee, upon written notice to 3DIcon within thirty (30) days following the occurrence of any of the following, which shall consitute “Good Reason.”. For purposes of this Agreement, “Good Reason” means: (I) any reduction by 3DIcon of Employee’s base salary without his consent; (II) 3DIcon’s material diminution of Employee’s title, or duties, or interference with his ability to carry out his duties; (III) 3DIcon’s assignment to the Employee of duties that are inconsistent with the duties stated in this Agreement; (IV) a breach by 3DIcon of any material provision of this Agreement, provided that in all such cases; or (V) a “change of control”, defined for purposes of this Agreement as any of the following: (aa) the sale, lease or other disposition of all of substantially all of the assets of 3DIcon, other than in the ordinary course of business; (bb) an acquisition of DIcon by an entity not owned or controlled the management of 3DIcon, whether by consolidation, merger or other reorganization (with the exception of a merger or consolidation effected solely to change the domicile of 3DIcon), whereby more than fifty percent (50%) of the outstanding voting shares of 3DIcon are held by persons or entities which did not hold voting shares of 3DIcon before said transaction. 3DIcon has been provided with written notice and not less than fifteen days opportunity to cure. In the event of a termination of Employee’s employment by him with Good Reason, 3DIcon shall pay to Employee, in a lump-sum within ten days of the date of termination, the Accrued Obligations.
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By Employee with Good Reason. Employee may, at any time, terminate this Agreement for “Good Cause”, which shall be defined as (i) the Company’s willful failure to comply with a material term of this Agreement; (ii) a material reduction in compensation; (iii) a material diminution of the Employee’s duties or authority; after written notice by Employee specifying the failure, material reduction or diminution and the Company’s failure to cure the same within thirty (30) days; or (iv) if ▇▇▇▇▇ ▇▇▇▇▇ no longer serves as Chief Executive Officer and President of Audacy, Inc. and, within six (6) months following the change in the Company’s CEO role, the Company materially diminishes its investment in or strategic prioritization of digital, podcasting, and direct to consumer initiatives (such termination right to be exercised no later than six (6) months following the last date on which ▇▇▇▇▇ ▇▇▇▇▇ actively serves as Chief Executive Officer and President and with forty-five (45) days’ notice. In the event Employee terminates this Agreement pursuant to this paragraph for Good Cause, such termination shall be treated as the Company having terminated Employee’s employment without Cause, i.e., Employee shall be entitled to the Severance Benefits set forth in Section 7(c).
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By Employee with Good Reason. The Employee may terminate this Agreement and her employment hereunder at any time for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (i) a material diminution in the Employee’s position, authority or duties or in her direct reporting to the CEO without her prior written consent; (ii) a reduction in the Employee’s salary or target annual incentive bonus for any calendar year without her prior written consent; (iii) the relocation of the Employee’s job location by more than thirty-five (35) miles from the Company’s Philadelphia headquarters without her prior written consent; or (iv) the Company’s material breach of the terms of this Agreement; provided, however, that no such AUD 137977 4 occurrence shall constitute the basis for a termination for Good Reason unless the Employee shall notify the Company in writing within sixty (60) days of such occurrence that she considers the occurrence to be the basis for a termination for Good Reason and the Company does not cure such occurrence within thirty (30) days of receipt of written notice from Employee, provided the occurrence is subject to cure. In the event Employee terminates this Agreement pursuant to this paragraph for Good Reason, such termination shall be treated as the Company having terminated Employee’s employment without Cause, i.e., Employee shall be entitled to the Without Cause Severance Benefits set forth in Section 7(c).
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By Employee with Good Reason. Employee may terminate his employment under this Agreement following written notice to the Company upon the occurrence of any of the following events or conditions (each of which shall be a termination event for “Good Reason”): i. A material diminution in Employee’s base salary or employment benefits; ii. A material breach of this Agreement by the Company; iii. A material diminution in Employee’s title, authorities, responsibilities, or duties; iv. A relocation of Employee’s primary work location outside of Castle Rock, Colorado or to a location not mutually agreed upon by the parties; v. The Company ceases its business operations; and/or vi. A Change of Control (as defined below) of the Company.
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By Employee with Good Reason. Employee may terminate his employment with Employee at any time with Good Reason. In the event Employee terminates his employment with Good Reason, he shall be paid his salary as set forth in subsection 2A through the earlier of the last day of the remaining term of this Agreement, the date of his death, or the expiration of twelve (12) months from the date of the termination of his employment. He shall not be required to render any further services to Employer. For purposes of this Section 4, "Good Reason" is defined as:
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By Employee with Good Reason. Employee may, at any time, terminate this Agreement for “Good Cause”, which shall be defined as (i) the Company’s willful failure to comply with a material term of this Agreement; (ii) a material reduction in compensation; or (iii) a material diminution of the Employee’s duties or authority; after written notice by Employee specifying the failure, material reduction or diminution and the Company’s failure to cure the same within thirty (30) days, in which case the Company shall be treated as having terminated Employee’s employment without Cause.
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Related to By Employee with Good Reason

  • Termination by Employee with Good Reason Employee may terminate his employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth with reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Employee’s termination will be effective upon the date immediately following the expiration of the thirty (30) day notice period, and Employee shall be entitled to the same payments and benefits as provided in Section 8(d) above for a termination without Cause, it being agreed that Employee’s right to any such payments and benefits shall be subject to the same terms and conditions as described in Section 8(d) above. Following such termination of Employee’s employment by Employee with Good Reason, except as set forth in this Section 8(e), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

  • By Employee for Good Reason Subject to compliance with the notice and opportunity for cure requirements set forth at the end of this Section 5(c), Employee may terminate [his/her] employment under this Agreement for “Good Reason” if any of the following circumstances occurs during the Retention Period without Employee’s express written consent: (i) a reduction in Employee’s base annual salary from that provided immediately before the Change in Control Date; (ii) a failure by Nordson to make available to Employee compensation plans, employee pension plans, and employee welfare benefit plans (collectively, “Plans”) and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Employee immediately before the Change in Control Date; (iii) a change in the location of Employee’s principal place of employment by more than 50 miles from the location where Employee was principally employed immediately before the Change in Control Date; (iv) a significant increase in the frequency or duration of Employee’s business travel; or (v) a material and adverse change in the authorities, powers, functions, or duties attached to Employee’s position from those authorities, powers, functions, and duties as they existed immediately before the Change in Control Date (but a change in the office or officer to whom Employee reports will not, in itself, be deemed to be a material adverse change in Employee’s authorities, powers, functions, or duties for these purposes). Employee may give notice of termination for Good Reason based on any particular circumstance described in any of (i) through (v) of this Section 5(c) only if Employee gives notice of that intention (and of the particular circumstance on which the notice is based) not later than 90 days after Employee becomes aware of the existence of that particular circumstance. Any notice by Employee of termination for Good Reason must specify a date, not earlier than 30 days after the date on which the notice is given, that Employee proposes as [his/her] Employment Termination Date. If Nordson cures the circumstance identified by Employee in [his/her] notice before the proposed Employment Termination Date, Employee will not be entitled to terminate for Good Reason based upon the cured circumstance and Employee’s notice will be deemed rescinded. If Nordson fails to so cure before the proposed Employment Termination Date, Employee’s employment will terminate for Good Reason effective on that date.

  • Termination by Employee without Good Reason Employee may terminate Employee’s employment under this Agreement at any time without Good Reason, upon thirty (30) days’ prior written notice to Employer. In the event of a termination described in this Section 4(d), Employer shall pay to Employee all of Employee’s Accrued Obligations.

  • Termination by Employee for Good Reason Employee may terminate Employee’s employment under this Agreement for Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following:

  • Termination by Executive with Good Reason Executive may terminate his employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within ninety (90) days of Executives knowledge of occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right, and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to the same payments and benefits as provided in Section 8(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits as described in Section 8(d) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits.