Common use of By the Employee With Good Reason Clause in Contracts

By the Employee With Good Reason. The Employee may terminate his employment with Good Reason in accordance with this clause 8.4. “Good Reason” shall mean: (a) a material diminution in the Employee’s authority, duties, and responsibilities as General Counsel (not including his role as Corporate Secretary, which may be changed by GLG at its discretion without triggering this clause 8.4), other than as permitted in clause 8.8; (b) a material diminution in the authority, duties, and responsibilities of the Co-Chief Executive Officers of GLG (who are the individuals to whom the Employee reports); (c) a material change in the location from which the Employee must perform his services for GLG, including a requirement that he relocate to London, England; or (d) a material breach of this Agreement by GLG. Notwithstanding the foregoing, no action or inaction will be deemed to constitute “Good Reason” unless: (i) the Employee gives reasonably-detailed, written notice to GLG of the action or inaction alleged to constitute “Good Reason” no later than ninety (90) days after the initial existence of the action or inaction alleged to constitute “Good Reason”; (ii) GLG is provided with thirty (30) days in which it may cure any action or inaction that would otherwise constitute “Good Reason”; and (iii) GLG fails to cure such action or inaction during the thirty-day cure period, in which case the Employee’s employment will be deemed to have terminated upon the expiration of such cure period unless the parties hereto agree in writing to a different termination date. In the event of a termination of the Employee’s employment with Good Reason, GLG will pay the Employee in a lump-sum, within thirty (30) of his employment termination date, the amounts set forth in clauses (a), (b), (c), and (d) of clause 8.2, except that the references to “fifty percent (50%)” in clauses (c) and (d) will be replaced with references to “one hundred percent (100%)”.

By the Employee With Good Reason. The Employee may terminate his employment with Good Reason in accordance with this clause 8.4. “Good Reason” shall mean: (a) a material diminution in the Employee’s authority, duties, and responsibilities as General Counsel (not including his role as Corporate Secretary, which may be changed by GLG at its discretion without triggering this clause 8.4), other than as permitted in clause 8.8; (b) a material diminution in the authority, duties, and responsibilities of the Co-Chief Executive Officers of GLG (who are the individuals to whom the Employee reports); (c) a material change in the location from which the Employee must perform his services for GLG, including a requirement that he relocate to London, England; or (d) a material breach of this Agreement by GLGG▇▇. Notwithstanding the foregoing, no action or inaction will be deemed to constitute “Good Reason” unless: (i) the Employee gives reasonably-detailed, written notice to GLG of the action or inaction alleged to constitute “Good Reason” no later than ninety (90) days after the initial existence of the action or inaction alleged to constitute “Good Reason”; (ii) GLG is provided with thirty (30) days in which it may cure any action or inaction that would otherwise constitute “Good Reason”; and (iii) GLG fails to cure such action or inaction during the thirty-day cure period, in which case the Employee’s employment will be deemed to have terminated upon the expiration of such cure period unless the parties hereto agree in writing to a different termination date. In the event of a termination of the Employee’s employment with Good Reason, GLG will pay the Employee in a lump-sumsum his salary under clause 3.1 for six (6) months. In such case, within thirty (30) of his employment termination date, GLG will also pay to the Employee the amounts set forth in clauses (a), ) and (b) of the first paragraph of clause 8.2 at the times set forth in such clauses (a) and (b), (c), and (d) of clause 8.2, except that the references to “fifty percent (50%)” in clauses (c) and (d) will be replaced with references to “one hundred percent (100%)”.