By You for Good Reason Clause Samples
The "By You for Good Reason" clause allows an individual or party to terminate an agreement if specific, significant negative circumstances occur that justify ending the relationship. Typically, this clause outlines what constitutes a "good reason," such as a substantial reduction in duties, a significant pay cut, or a forced relocation, and may require the affected party to provide notice and an opportunity for the other side to remedy the issue. Its core function is to protect the party from being forced to remain in an unfavorable or materially changed situation, ensuring fairness and providing a clear exit mechanism if the agreed-upon terms are breached in a meaningful way.
By You for Good Reason. At any time during the Term, you may terminate your employment for “Good Reason”, which, for the purposes of this Agreement, shall mean that without your written agreement or other voluntary action on your part, the Employer:
(i) reassigns your primary place of employment to a location that is more than fifty (50) miles from your primary place of employment as of the Effective Date and that materially and adversely affects your commute; or
(ii) materially reduces your duties below those set forth in Section 4; provided, however, that you must (x) provide the Employer with written notice of your intent to terminate this Agreement and your employment and a description of the event you believe constitutes Good Reason within thirty (30) days after the initial existence of the event and (y) the Employer shall have ninety (90) days after you provide the notice described above to cure the default that constitutes Good Reason (the “Cure Period”). You will have five (5) days following the end of the Cure Period to terminate your employment, after which Good Reason will no longer exist.
By You for Good Reason. You may terminate your employment for Good Reason upon notice to the Company setting forth in reasonable detail the nature of the good reason. For the purposes of this Agreement, “Good Reason” is defined as any one of the following occurring without your written consent: (i) the Company’s relocation of you to an office located more than 35 miles from Newington, New Hampshire, (ii) a material diminution in Base Salary or (iii) a material breach by the Company of this Agreement; provided that, in the case of either (i), (ii) or (iii), notice of the claimed Good Reason is provided within 60 days of the condition being known to you and the applicable relocation, diminution or breach remains uncured for a period of 30 days following your written notice to the Company. You must terminate your employment, if at all, not later than 120 days following the occurrence giving rise to Good Reason; provided, however, that in the event the Company provides you with the notice referred to in Section 5(a)(v) hereof, you may not seek to terminate your employment hereunder for Good Reason after receipt of such notice and prior to the date that is 2 days following the expiration of the 15 day cure period.
By You for Good Reason. If, during the Contract Period, the Company terminates your employment, other than for Cause or Death, or you terminate employment for Good Reason, the Company shall pay to you, amounts equal to compensation and benefits set forth in Sections 4 and 6 as if you had remained employed by the Company pursuant to this Agreement, all such sums to be payable at the time when the same would have become due and payable if Termination had not occurred; provided, that the Bonus portion shall be equal to the prorated Bonus paid to you in the fiscal year ending prior to Termination; provided, further, that you shall continue to receive for the period described above benefits described in Section 4(d) and, to the extent any benefits described in Section 4(d) cannot be provided pursuant to a plan or program maintained by the Company for its executives, the Company shall provide such benefits outside such plan or program at no additional cost (including without limitation tax cost) to you and your family; and provided, finally, that during any period when the you are eligible to receive benefits of the type described in clause (i) of Section 4(d) under another employer-provided plan, the benefits provided by the Company under this Section 6(c) may be made secondary to those provided under such other plan. In addition to the foregoing, the Restrictions on any Atlas Energy units or AAI stock outstanding on the Date of Termination shall terminate as of the Date of Termination and all options to acquire Atlas Energy units or AAI stock outstanding on the Date of Termination shall be fully vested and exercisable and shall remain in effect and exercisable through the end of their respective terms, without regard to the Termination of your employment. The payments and benefits provided pursuant to this Section 6(c) are intended to compensate you for a Termination by the Company other than for Cause or for the actions of the Company leading to a Termination by you for Good Reason, and shall be the sole and exclusive remedy therefor. If you are terminated by reason of Disability, you shall assign to Company any benefits received on account of Company provided disability insurance for the period on which this severance payment is based. You shall not be required to mitigate the amount of any payment provided for in this Section 6(c) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced by any compensation or any retir...
By You for Good Reason. In the event your employment is terminated by you for Good Reason, this Agreement shall terminate immediately on the date set forth in your notice of termination consistent with Paragraph 7(f) and you shall be entitled to receive: (i) all accrued but
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III April 23, 1998 unpaid salary earned by you through the date of such termination; and (ii) a lump sum, cash severance payment within 60 days of the date of termination of employment equal to the product of (x) an amount equal to 120% of your annual base salary in effect on the date of termination of employment multiplied by (y) three (3).
By You for Good Reason. If ATLS terminates your employment other than for Cause, Death or Disability, or if you terminate employment for Good Reason, in addition to payment of your accrued but unpaid Annual Base Salary and, to the extent required to be paid under the terms of ATLS policy in effect from time to time and applicable law, any accrued but unpaid vacation pay, in each case through the Date of Termination, if you sign and deliver to ATLS a customary release of claims against the Company and related parties with respect to all matters arising out of your employment by ATLS or the termination thereof (subject to certain exceptions set forth in such release) within fifty-three (53) days after the Date of Termination (such release in the form provided by ATLS, the “Release”), and the statutory period within which you may revoke the Release expires no later than sixty (60) days after the Date of Termination, ATLS shall pay to you:
By You for Good Reason. You may terminate your employment for “Good Reason” as defined herein upon 30 days written notice delivered to the Company. “Good Reason” for purposes of this Restated Agreement shall mean the occurrence of any of the following events without your written consent: (i) a material reduction by the Company in your Base Salary or Target Bonus opportunity (other than an inadvertent reduction not occurring in bad faith and that is remedied by the Company within 45 days after receipt of notice thereof given by you and other than where the same proportionate reduction is made to the annual base salaries or Target Bonus opportunities of all of the Company’s senior management generally), (ii) a material diminution in your duties or responsibilities that is not reasonably cured within thirty (30) days after receipt of notice thereof given by you stating in reasonable detail the actions or omissions purported to constitute a breach of the Company’s obligations in that respect, (iii) a material breach by the Company of any of its obligations under this Restated Agreement (including the Exhibits hereto) that is not reasonably cured within thirty (30) days after receipt of notice thereof given by you stating in reasonable detail the actions or omissions purported to constitute a breach of the Company’s obligations hereunder, or (iv) a relocation of your principal Company office to a location more than 50 miles from Atlanta, Georgia. In the event you terminate your employment for Good Reason pursuant to this subsection (e), following termination, the Company shall pay to you or provide you with all the compensation and benefits that you are entitled to receive under subsection 10(d) above, in each case payable at the times and subject to the terms and conditions provided in subsection 10(d) above, as if the Company had terminated your employment Without Cause.
By You for Good Reason. You may resign your employment for Good Reason. “Good Reason” shall mean your resignation from employment within 180 days after the occurrence, without your written consent, of any of the following events; provided however, that you must give written notice to Alcobra within 90 days after the occurrence of the event allegedly constituting Good Reason, and Alcobra shall have thirty (30) days after such notice to cure: (i) a material diminution in your authority or responsibilities; (ii) a material reduction by Alcobra in the total compensation that you are eligible to earn; or (iii) Alcobra requires you to relocate outside of the United States.
By You for Good Reason. 1. Termination of your employment by you shall qualify as a termination for “Good Reason” if all of the following conditions are met:
a. You shall have given advance written notice of termination to PWI (“Notice”), which includes the following:
(1) a description of the act, omission or breach giving rise to the Notice, and
(2) a date on which you intend the termination to be effective (“Termination Date”), that is no earlier than 30 days after the date the Notice is delivered to PWI;
b. The act, omission or breach described in the Notice is one of the following:
(1) A material reduction, without your consent, of your salary rate or bonus award opportunity, unless the salary rates of all PWI’s executive–level employees also have been reduced by at least the same percent by which your salary rate has been reduced. For purposes of the foregoing, a reduction in your salary rate or bonus award opportunity by more than 10% shall be deemed to be a material reduction; or
(2) A material relocation, without your consent, of your regular place or base of employment. For purposes of the foregoing, a change of the geographic location of your regular place or base of employment by more than 50 miles shall be deemed to be a material change; or
(3) A material breach by PWI of one or more of its obligations under this Second Amendment Agreement;
c. The act, omission or breach described in the Notice first occurred:
(1) during the 12 months after the effective date of a “Change in Control” of PWI and
(2) no earlier than 90 days before the date the Notice is delivered to PWI; and
d. PWI failed to remedy, before the Termination Date, the act, omission or breach described in the Notice.
By You for Good Reason. You may terminate your employment for Good Reason as follows: You shall provide written notice to the Company within 60 days of the occurrence of one of the following events, without your consent, setting forth in reasonable detail the nature of the event constituting Good Reason (the “Notice”):
(i) Removal from the positions of President and CEO of the Company;
(ii) Material diminution in the nature or scope of your responsibilities, duties or authority, or any material change in your reporting lines; provided, however, that a change in reporting relationships resulting from a Change of Control (as defined in Section 5(d) below) shall not constitute “Good Reason”;
(iii) Material failure of the Company to provide you the compensation and benefits in accordance with the terms of Section 2 hereof;
(iv) Material breach of this Agreement by the Company; or
(v) A requirement that your principal place of business be located more than 50 miles from Atlanta, Georgia. The Company will have thirty (30) days from receipt of the Notice to cure the event specified in the Notice, and if it fails to do so, your employment will terminate for Good Reason on the first day following the expiration of such thirty (30) day cure period.
By You for Good Reason. You may terminate your employment by the Company for “Good Reason” at any time upon at least sixty (60) days’ written notice to the Company with a right to cure, setting forth in reasonable detail the nature of such good reason.
(i) For the purposes hereunder, the term “Good Reason” shall mean, the occurrence of any act or omission by the Company that is not consented to in writing by you, which constitutes a material breach of any material term or provision of this Agreement, which breach continues for more than sixty (60) days after written notice of such material breach to Company; provided however, “Good Reason” shall not include any claim or allegation you make that is in any way related to the Phantom Stock Plan.