Good Reason Sample Clauses
The "Good Reason" clause defines specific circumstances under which an employee may resign and still receive certain contractual benefits, typically those associated with a termination without cause. In practice, this clause outlines events such as a significant reduction in salary, a demotion, or a forced relocation as qualifying reasons for the employee to leave voluntarily while retaining severance or other entitlements. Its core function is to protect employees from adverse changes to their employment terms, ensuring they are not penalized for resigning in response to substantial negative modifications imposed by the employer.
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Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any one of the following events without Executive’s written consent: (A) a reduction in Executive’s base salary, except when it is with Executive’s consent or part of an overall similar reduction for similarly-situated executives; (B) a material reduction in Executive’s incentive compensation (provided, for clarity, that any reduction in the actual amount of annual cash bonus paid to Executive shall not constitute Good Reason); (C) a significant reduction in Executive’s responsibilities with respect to management of Company or in Executive’s authority or status within Company (provided, however, that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (x) there is no demotion in Executive’s position or reduction of the scope of Executive’s duties within the Company that existed before the Change in Control or (y) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); (D) Executive is required to relocate Executive’s principal place of employment with the Company (or successor to the Company, if applicable) to a place that increases Executive’s one-way commute by more than fifty (50 miles) as compared to Executive’s then-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business); or (E) a material breach by the Company of any material provision of this Agreement or any other agreement between Executive and the Company. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, “Good Reason” shall not exist if Executive has not provided the Company and the Board written notice of the circumstances constituting “Good Reason” within thirty (30) days of the initial occurrence of the event, allowed the Company thirty (30) days to cure such circumstances, and terminated Executive’s employment for Good Reason within ninety (90) days following the initial occurrence of the condition(s) specified in such notice, in the event such condition(s) remained uncured.
Good Reason. The Executive’s employment may be terminated during the Employment Period by the Executive for Good Reason or by the Executive voluntarily without Good Reason. “Good Reason” means:
Good Reason. Executive may terminate Executive’s employment without Good Reason or for Good Reason. For purposes of this Agreement, the term “Good Reason” shall mean without the express written consent of Executive, the occurrence of any of the following:
Good Reason. The Executive's employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:
Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following, without Executive’s express written consent:
Good Reason. “Good Reason” will mean Executive’s termination of employment within ninety (90) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, without Executive’s consent:
Good Reason. For purposes of this Agreement, “Good Reason” shall mean:
Good Reason. For purposes of this Agreement, “
Good Reason. “Good Reason” shall mean:
Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) within forty-five (45) days after the Company’s receipt of the Notice of Termination (as defined below) delivered by the Executive: