Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in this Section 1.8 shall constitute “Good Reason” unless the Employee shall otherwise agree in writing: (a) Any failure of the Company or its Affiliates to provide the Employee with the position, authority, duties and responsibilities at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control. The Employee’s position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in all material respects with Employee’s position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position with the Company, even if the Employee does not hold an equivalent position with the ultimate parent corporation that either directly or indirectly controls the Company or all or substantially all of the Company’s assets. (b) The assignment to the Employee of any duties inconsistent in any material respect with Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3.1(b) of this Agreement, or any other action that results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company; (c) Any failure by the Company or its Affiliates to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company; (d) The Company or its Affiliates requiring the Employee to be based at any office or location other than as provided in Section 3.1(b)(ii) hereof or requiring the Employee to travel on business to a substantially greater extent than required immediately prior to the Change of Control; (e) Any purported termination of the Employee’s employment otherwise than as expressly permitted by this Agreement; or (f) Any failure by the Company to comply with and satisfy Sections 4.1 (c) and (d) of this Agreement.
Appears in 5 contracts
Sources: Change of Control Agreement (Tidewater Inc), Change of Control Agreement (Tidewater Inc), Change of Control Agreement (Tidewater Inc)
Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in this Section 1.8 shall constitute “Good Reason” unless means: shall be deemed to occur if any of the Employee shall otherwise agree following occurs without the Employee’s written consent: (A) a material change in writing:
(a) Any failure the Employee’s authority or operating responsibilities, provided that neither a mere change in title following a Change in Control to a position that is substantially similar to the position held prior to the Change in Control with respect to the operations of the Company nor an immaterial change in responsibilities shall, by itself, constitute a material change in authority or its Affiliates operating responsibilities; (B) a failure to provide pay, or a reduction in, Employee’s base salary or minimum bonus (if applicable), other than a reduction as a result of an across-the-board reduction in base salaries or minimum bonuses for all management-level employees of the Company by an average percentage not less than the percentage reduction of Employee’s base salary or minimum bonus; or (C) relocation of Employee’s principal place of employment to a facility or location more than thirty (30) miles from the Employee’s current location, which for Employee with shall be Santa Monica, California. A “Change in Control” shall mean either: (i) the positionacquisition of the Company by another entity by means of any transaction or series of related transactions (including, authoritywithout limitation, duties and responsibilities any reorganization, merger or consolidation or stock transfer, but excluding any equity financing or such transaction effected primarily for the purpose of changing the domicile of the Company), unless the Company’s stockholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least commensurate in all material respects with 50% of the most significant voting power of those held, exercised and assigned at any time during the 120-day period immediately preceding surviving or acquiring entity (provided that the Change sale by the Company of Control. The Employee’s position, authority, duties and responsibilities after their securities for the purposes of raising additional funds shall not constitute a Change in Control hereunder); or (ii) a sale of Control shall be considered commensurate in all material respects with Employee’s position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position with the Company, even if the Employee does not hold an equivalent position with the ultimate parent corporation that either directly or indirectly controls the Company or all or substantially all of the assets of the Company’s assets.
(b) The assignment to . In the event that Employee of any duties inconsistent in any material respect with terminates Employee’s position employment for Good Reason pursuant to clause (including statuse) of Section 3.1 and Company objects in writing to Employee’s determination that there was proper Good Reason for such termination within twenty (20) days after Company is notified of such termination, officesthe matter shall be resolved by arbitration in accordance with the provisions of Section 4.1. If Company fails to object to any such determination of Good Reason in writing within such 20-day period, titles it shall be deemed to have waived its right to object to that determination. If such arbitration determines that there was not proper Good Reason for termination, such termination shall be deemed to be a termination pursuant to clause (f) of Section 3.1 and reporting requirements), authority, duties or responsibilities as Employee shall not be entitled to receive the Continued Benefits contemplated by Section 3.1(b) of this Agreement, or any other action that results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company;
(c) Any failure by the Company or its Affiliates to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company;
(d) The Company or its Affiliates requiring the Employee to be based at any office or location other than as provided in Section 3.1(b)(ii) hereof or requiring the Employee to travel on business to a substantially greater extent than required immediately prior to the Change of Control;
(e) Any purported termination of the Employee’s employment otherwise than as expressly permitted by this Agreement; or
(f) Any failure by the Company to comply with and satisfy Sections 4.1 (c) and (d) of this Agreement3.6.
Appears in 4 contracts
Sources: Employment Agreement (Startengine Crowdfunding, Inc.), Employment Agreement (Startengine Crowdfunding, Inc.), Employment Agreement (Startengine Crowdfunding, Inc.)
Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in this Section 1.8 shall constitute “Good Reason” unless the Employee shall otherwise agree in writing:
(a) Any failure of the Company or its Affiliates to provide the Employee with the position, authority, duties and responsibilities at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control. The Employee’s position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in all material respects with Employee’s position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position with the Company, even if the Employee does not hold an equivalent position with the ultimate parent corporation that either directly or indirectly controls the Company or all or substantially all of the Company’s assetsPost-Transaction Corporation.
(b) The assignment to the Employee of any duties inconsistent in any material respect with Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3.1(b) of this Agreement, or any other action that results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company;
(c) Any failure by the Company or its Affiliates to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company;
(d) The Company or its Affiliates requiring the Employee to be based at any office or location other than as provided in Section 3.1(b)(ii) hereof or requiring the Employee to travel on business to a substantially greater extent than required immediately prior to the Change of Control;
(e) Any purported termination of the Employee’s employment otherwise than as expressly permitted by this Agreement; or
(f) Any failure by the Company to comply with and satisfy Sections 4.1 (c) and (d) of this Agreement.
Appears in 3 contracts
Sources: Change of Control Agreement (Tidewater Inc), Change of Control Agreement (Tidewater Inc), Change of Control Agreement (Tidewater Inc)
Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in For purposes of this Section 1.8 shall constitute “Good Reason” unless Agreement, the Employee shall otherwise agree in writinghave "Good Reason" to terminate his employment during the term of this Agreement only if:
(ai) Any the Company fails to pay or provide any amount or benefit that the Company is obligated to pay or provide under section 4 above or section 8, 9 or 10 below and the failure is not remedied within 30 days after the Company receives written notice from the Employee of such failure; or
(ii) the Company assigns the Employee duties, responsibilities or reporting relationships not contemplated by section 3 above without his consent, or limits his duties or responsibilities or power or authority contemplated by section 3 above in any respect materially detrimental to him, and in either case the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation; or
(iii) he is removed from, or not elected or reelected to, the Board of Directors of the Company or its Affiliates the office, title and position of Chairman of the Board and Chief Executive Officer of the Company, and the Company does not have Good Cause for doing so; or
(iv) the Company relocates his office outside of either (A) the greater Washington, D.C. metropolitan area, or (B) such other Company location as he may determine to provide be appropriate for the performance of his duties, in either case (A) or (B) without his written consent (given in a personal rather than representative capacity), and the situation is not remedied within 30 days after the Company receives written notice from the Employee with of the positionsituation; or
(v) the Company gives the Employee written notice, authorityin the manner set forth in paragraph 13(e) or (f) below, prior to any Extension Effective Date, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be; provided that the giving of such written notice to the Employee shall constitute Good Reason only if and when the Employee shall have performed such of his duties and responsibilities at least commensurate for such period of time, in all material respects with no event to exceed six months after the most significant giving of those heldsuch notice, exercised and assigned at any time during as the 120-day period immediately preceding the Change of Control. The Employee’s position, authority, Board may reasonably request in writing to transition his duties and responsibilities after responsibilities; or
(vi) a Change in Control occurs and as a result thereof either (A) equity securities of Control shall the Company cease to be considered commensurate in all material respects with Employee’s positionpublicly-traded, authority, duties and responsibilities prior or (B) the Employee is not elected or designated to serve as the sole Chief Executive Officer of the surviving company; or
(vii) a Change of in Control if after or Potential Change in Control occurs and (A) the Change of Control Employee holds an equivalent position with the Company, even if the Employee does not hold an equivalent position with the ultimate parent corporation that either directly or indirectly controls the Company or all or substantially all dollar value of the Company’s assets.
(b) The assignment stock optioned to the Employee annually thereafter is less than the average annual dollar value of any duties inconsistent in any material respect with Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3.1(b) of this Agreement, or any other action the stock that results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that is remedied within 10 days after receipt of written notice thereof from was optioned to the Employee to during the Company;
(c) Any failure by the Company or its Affiliates to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company;
(d) The Company or its Affiliates requiring the Employee to be based at any office or location other than as provided in Section 3.1(b)(ii) hereof or requiring the Employee to travel on business to a substantially greater extent than required immediately four years prior to the Change in Control or Potential Change in Control, or (B) the material terms of Control;
such options (eincluding without limitation vesting schedules) Any purported termination are less favorable to the Employee than the material terms of the Employee’s employment otherwise than as expressly permitted by this Agreement; or
options that were granted to the Employee during the four years prior to the Change in Control or Potential Change in Control, and in either case (fA) Any failure by or (B) the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation. In no event shall the Employee's continued employment after any of the foregoing constitute his consent to comply with and satisfy Sections 4.1 (c) and (d) the act or omission in question, or a waiver of this Agreementhis right to terminate his employment for Good Reason hereunder on account of such act or omission.
Appears in 2 contracts
Sources: Employment Agreement (Barr Laboratories Inc), Employment Agreement (Barr Laboratories Inc)
Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in this Section 1.8 shall constitute “Good Reason” unless the Employee shall otherwise agree in writing:
(a) Any failure of the Company or its Affiliates to provide the Employee with the position, authority, duties and responsibilities at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control. The Employee’s position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in all material respects with Employee’s position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position with the Company, even if the Employee does not hold an equivalent position with the ultimate parent corporation that either directly or indirectly controls the Company or all or substantially all of the Company’s assets.
(b) The assignment to the Employee of any duties inconsistent in any material respect with Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3.1(b) For purposes of this Agreement, the Employee shall have "Good Reason" to terminate her employment during the term of this Agreement only if:
(i) the Corporation fails to pay or provide any other action amount or benefit that results in a diminution in such positionthe Corporation is obligated to pay or provide under section 4 above or section 8, authority, duties 9 or responsibilities, excluding for this purpose an isolated, insubstantial 10 below and inadvertent action the failure is not taken in bad faith that is remedied within 10 30 days after receipt of the Company receives written notice thereof from the Employee to the Company;of such failure; or
(cii) Any failure the Corporation assigns the Employee duties, responsibilities or reporting relationships not contemplated by section 3 above without her consent, or limits her duties or responsibilities or power or authority contemplated by section 3 above in any respect materially detrimental to her, and in either case the situation is not remedied within 30 days after the Company or its Affiliates to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that is remedied within 10 days after receipt of receives written notice thereof from the Employee of the situation; or
(iii) she is removed from, or not elected or reelected to, the Board or the office, title or position of President of ▇▇▇▇ Research, and the Company does not have Good Cause for doing so; or
(iv) the Corporation relocates her office outside of a forty (40) mile radius from her residence on the date of this Agreement without her written consent (given in a personal rather than representative capacity), and the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation; or
(v) the Company gives the Employee written notice, in the manner set forth in paragraph 13(e) or (f) below, prior to any Extension Effective Date, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be; provided that the giving of such written notice to the Company;Employee shall constitute Good Reason only if and when the Employee shall have performed such of her duties and responsibilities for such period of time, in no event to exceed ninety (90) days after the giving of such notice, as the CEO or the Board may reasonably request in writing to transition her duties and responsibilities; or
(dvi) The a Change in Control occurs and as a result thereof either (A) equity securities of the Company cease to be publicly-traded, or its Affiliates requiring (B) the Employee is not elected or designated to be based at any office serve as the sole President of ▇▇▇▇ Research; or
(vii) a Change in Control or location other than as provided Potential Change in Section 3.1(b)(iiControl occurs and (A) hereof or requiring the dollar value of the stock optioned to the Employee annually thereafter is less than the average annual dollar value of the stock that was optioned to travel on business to a substantially greater extent than required immediately the Employee during the four years prior to the Change in Control or Potential Change in Control, or (B) the material terms of Control;
such options (eincluding without limitation vesting schedules) Any purported termination are less favorable to the Employee than the material terms of the Employee’s employment otherwise than as expressly permitted by this Agreement; or
options that were granted to the Employee during the four years prior to the Change in Control or Potential Change in Control, and in either case (fA) Any failure by or (B) the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation. In no event shall the Employee's continued employment after any of the foregoing constitute her consent to comply with and satisfy Sections 4.1 (c) and (d) the act or omission in question, or a waiver of this Agreementher right to terminate her employment for Good Reason hereunder on account of such act or omission.
Appears in 1 contract
Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in this Section 1.8 shall constitute “"Good Reason” " unless the Employee shall otherwise agree in writing:
(a) Any failure of the Company or its Affiliates to provide the Employee with the position, authority, duties and responsibilities at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control. The Employee’s 's position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in all material respects with Employee’s 's position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position with in the Company, even if the Employee does not hold an equivalent position with the ultimate parent corporation that either directly or indirectly controls the Company or all or substantially all of the Company’s assetsPost-Transaction Corporation.
(b) The assignment to the Employee of any duties inconsistent in any material respect with Employee’s 's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3.1(b) of this Agreement, or any other action that results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company;
(c) Any failure by the Company or its Affiliates to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company;
(d) The Company or its Affiliates requiring the Employee to be based at any office or location other than as provided in Section 3.1(b)(ii) hereof or requiring the Employee to travel on business to a substantially greater extent than required immediately prior to the Change of Control;
(e) Any purported termination of the Employee’s 's employment otherwise than as expressly permitted by this Agreement; or
(f) Any failure by the Company to comply with and satisfy Sections 4.1 (c) and (d) of this Agreement.
Appears in 1 contract
Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in this Section 1.8 shall constitute “Good Reason” unless the Employee shall otherwise agree in writing:
(a) Any failure of the Company or its Affiliates to provide the Employee with the position, authority, duties and responsibilities at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control. The Employee’s position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in all material respects with Employee’s position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position with the Company, even if the Employee does not hold an equivalent position with the ultimate parent corporation that either directly or indirectly controls the Company or all or substantially all of the Company’s assets.
(b) The assignment to the Employee of any duties inconsistent in any material respect with Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3.1(b) For purposes of this Agreement, the Employee shall have "Good Reason" to terminate his employment during the term of this Agreement only if:
(i) the Company fails to pay or provide any other action amount or benefit that results in a diminution in such positionthe Company is obligated to pay or provide under section 4 above or section 8, authority, duties 9 or responsibilities, excluding for this purpose an isolated, insubstantial 10 below and inadvertent action the failure is not taken in bad faith that is remedied within 10 30 days after receipt of the Company receives written notice thereof from the Employee to the Company;of such failure; or
(cii) Any failure by the Company assigns the Employee duties, responsibilities or its Affiliates reporting relationships not contemplated by section 3 above without his consent, or limits his duties or responsibilities or power or authority contemplated by section 3 above in any respect materially detrimental to comply with any of him, and in either case the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure situation is not occurring in bad faith that is remedied within 10 30 days after receipt of the Company receives written notice thereof from the Employee of the situation; or
(iii) he is removed from, or not elected or reelected to, the Board or the office, title or position of President and Chief Operating Officer of the Company, and the Company does not have Good Cause for doing so; or
(iv) the Company relocates his office outside of either (A) the principal executive offices of the Company, or (B) the greater New York City metropolitan area, in either case (A) or (B) without his written consent (given in a personal rather than representative capacity), and the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation; or
(v) the Company gives the Employee written notice, in the manner set forth in paragraph 13(e) or (f) below, prior to any Extension Effective Date, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be; provided that the giving of such written notice to the Company;Employee shall constitute Good Reason only if and when the Employee shall have performed such of his duties and responsibilities for such period of time, in no event to exceed ninety (90) days after the giving of such notice, as the CEO or the Board may reasonably request in writing to transition his duties and responsibilities; or
(dvi) The a Change in Control occurs and as a result thereof either (A) equity securities of the Company cease to be publicly-traded, or its Affiliates requiring (B) the Employee is not elected or designated to be based at any office serve as the sole President and Chief Operating Officer of the surviving company; or
(vii) a Change in Control or location other than as provided Potential Change in Section 3.1(b)(iiControl occurs and (A) hereof or requiring the dollar value of the stock optioned to the Employee annually thereafter is less than the average annual dollar value of the stock that was optioned to travel on business to a substantially greater extent than required immediately the Employee during the four years prior to the Change in Control or Potential Change in Control, or (B) the material terms of Control;
such options (eincluding without limitation vesting schedules) Any purported termination are less favorable to the Employee than the material terms of the Employee’s employment otherwise than as expressly permitted by this Agreement; or
options that were granted to the Employee during the four years prior to the Change in Control or Potential Change in Control, and in either case (fA) Any failure by or (B) the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation. In no event shall the Employee's continued employment after any of the foregoing constitute his consent to comply with and satisfy Sections 4.1 (c) and (d) the act or omission in question, or a waiver of this Agreementhis right to terminate his employment for Good Reason hereunder on account of such act or omission.
Appears in 1 contract
Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in this Section 1.8 shall constitute “Good Reason” unless the Employee shall otherwise agree in writing:
(a) Any failure of the Company or its Affiliates to provide the Employee with the position, authority, duties and responsibilities at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control. The Employee’s position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in all material respects with Employee’s position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position with the Company, even if the Employee does not hold an equivalent position with the ultimate parent corporation that either directly or indirectly controls the Company or all or substantially all of the Company’s assets.
(b) The assignment to the Employee of any duties inconsistent in any material respect with Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3.1(b) For purposes of this Agreement, the Employee shall have "Good Reason" to terminate his employment during the term of this Agreement only if:
(i) the Company fails to pay or provide any other action amount or benefit that results in a diminution in such positionthe Company is obligated to pay or provide under section 4 above or section 8, authority, duties 9 or responsibilities, excluding for this purpose an isolated, insubstantial 10 below and inadvertent action the failure is not taken in bad faith that is remedied within 10 30 days after receipt of the Company receives written notice thereof from the Employee to the Company;of such failure; or
(cii) Any failure by the Company assigns the Employee duties, responsibilities or its Affiliates reporting relationships not contemplated by section 3 above without his consent, or limits his duties or responsibilities or power or authority contemplated by section 3 above in any respect materially detrimental to comply with any of him, and in either case the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure situation is not occurring in bad faith that is remedied within 10 30 days after receipt of the Company receives written notice thereof from the Employee of the situation; or
(iii) he is removed from, or not elected or reelected to, the Board or the office, title or position of President and Chief Operating Officer of the Company, and the Company does not have Good Cause for doing so; or
(iv) the Company relocates his office outside of either (A) the principal executive offices of the Company, or (B) Rockland County, New York, in either case (A) or (B) without his written consent (given in a personal rather than representative capacity), and the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation; or
(v) the Company gives the Employee written notice, in the manner set forth in paragraph 13(e) or (f) below, prior to any Extension Effective Date, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be; provided that the giving of such written notice to the Company;Employee shall constitute Good Reason only if and when the Employee shall have performed such of his duties and responsibilities for such period of time, in no event to exceed ninety (90) days after the giving of such notice, as the CEO or the Board may reasonably request in writing to transition his duties and responsibilities; or
(dvi) The a Change in Control occurs and as a result thereof either (A) equity securities of the Company cease to be publicly-traded, or its Affiliates requiring (B) the Employee is not elected or designated to be based at any office serve as the sole President and Chief Operating Officer of the surviving company; or
(vii) a Change in Control or location other than as provided Potential Change in Section 3.1(b)(iiControl occurs and (A) hereof or requiring the dollar value of the stock optioned to the Employee annually thereafter is less than the average annual dollar value of the stock that was optioned to travel on business to a substantially greater extent than required immediately the Employee during the four years prior to the Change in Control or Potential Change in Control, or (B) the material terms of Control;
such options (eincluding without limitation vesting schedules) Any purported termination are less favorable to the Employee than the material terms of the Employee’s employment otherwise than as expressly permitted by this Agreement; or
options that were granted to the Employee during the four years prior to the Change in Control or Potential Change in Control, and in either case (fA) Any failure by or (B) the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation. In no event shall the Employee's continued employment after any of the foregoing constitute his consent to comply with and satisfy Sections 4.1 (c) and (d) the act or omission in question, or a waiver of this Agreementhis right to terminate his employment for Good Reason hereunder on account of such act or omission.
Appears in 1 contract
Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in this Section 1.8 1.9 shall constitute “"Good Reason” " unless the Employee shall otherwise agree in writing:
(a) Any failure of the Company or its Affiliates to provide the Employee with the position, authority, duties and responsibilities at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control. The Employee’s 's position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in all material respects with Employee’s 's position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position with in the Company, even if the Employee does not hold an equivalent position with the ultimate parent corporation that either directly or indirectly controls the Company or all or substantially all of the Company’s assetsPost-Transaction Corporation.
(b) The assignment to the Employee of any duties inconsistent in any material respect with Employee’s 's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3.1(b) of this Agreement, or any other action that results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company;
(c) Any failure by the Company or its Affiliates to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company;
(d) The Company or its Affiliates requiring the Employee to be based at any office or location other than as provided in Section 3.1(b)(ii) hereof or requiring the Employee to travel on business to a substantially greater extent than required immediately prior to the Change of Control;
(e) Any purported termination of the Employee’s 's employment otherwise than as expressly permitted by this Agreement; or
(f) Any failure by the Company to comply with and satisfy Sections 4.1 (c) and (d) of this Agreement.
Appears in 1 contract
Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in this Section 1.8 shall constitute “Good Reason” unless the Employee shall otherwise agree in writing:
(a) Any failure of the Company or its Affiliates to provide the Employee with the position, authority, duties and responsibilities at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control. The Employee’s position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in all material respects with Employee’s position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position with the Company, even if the Employee does not hold an equivalent position with the ultimate parent corporation that either directly or indirectly controls the Company or all or substantially all of the Company’s assets.
(b) The assignment to the Employee of any duties inconsistent in any material respect with Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3.1(b) For purposes of this Agreement, the Employee shall have "Good Reason" to terminate his employment during the term of this Agreement only if:
(i) the Company fails to pay or provide any other action amount or benefit that results in a diminution in such positionthe Company is obligated to pay or provide under section 4 above or section 8, authority, duties 9 or responsibilities, excluding for this purpose an isolated, insubstantial 10 below and inadvertent action the failure is not taken in bad faith that is remedied within 10 30 days after receipt of the Company receives written notice thereof from the Employee to the Company;of such failure; or
(cii) Any failure by the Company assigns the Employee duties, responsibilities or its Affiliates reporting relationships not contemplated by section 3 above without his consent, or limits his duties or responsibilities or power or authority contemplated by section 3 above in any respect materially detrimental to comply with any of him, and in either case the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure situation is not occurring in bad faith that is remedied within 10 30 days after receipt of the Company receives written notice thereof from the Employee of the situation; or
(iii) he is removed from, or not elected or reelected to, the office, title or position of Senior Vice President, Research & Development of the Company, and the Company does not have Good Cause for doing so; or
(iv) the Company relocates his office outside of either the Company's principal executive offices or the greater New York City metropolitan area without his written consent (given in a personal rather than representative capacity) and the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation; or
(v) the Company gives the Employee written notice, in the manner set forth in paragraph 13(f) below, prior to any Extension Effective Date, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be; provided that the giving of such written notice to the Company;Employee shall constitute Good Reason only if and when the Employee shall have performed such of his duties and responsibilities for such period of time, in no event to exceed ninety (90) days after the giving of such notice, as the CEO, the COO or the Board may reasonably request in writing to transition his duties and responsibilities; or
(dvi) The a Change in Control occurs and as a result thereof either (A) equity securities of the Company cease to be publicly-traded, or its Affiliates requiring (B) the Employee is not elected or designated to be based at any office or location serve as the sole Senior Vice President, Research & Development (other than as provided new proprietary drug discovery and development) of the surviving company; or
(vii) a Change in Section 3.1(b)(iiControl or Potential Change in Control occurs and (A) hereof or requiring the dollar value of the stock optioned to the Employee annually thereafter is less than the average annual dollar value of the stock that was optioned to travel on business to a substantially greater extent than required immediately the Employee during the four years prior to the Change in Control or Potential Change in Control, or (B) the material terms of Control;
such options (eincluding without limitation vesting schedules) Any purported termination are less favorable to the Employee than the material terms of the Employee’s employment otherwise than as expressly permitted by this Agreement; or
options that were granted to the Employee during the four years prior to the Change in Control or Potential Change in Control, and in either case (fA) Any failure by or (B) the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation. In no event shall the Employee's continued employment after any of the foregoing constitute his consent to comply with and satisfy Sections 4.1 (c) and (d) the act or omission in question, or a waiver of this Agreementhis right to terminate his employment for Good Reason hereunder on account of such act or omission.
Appears in 1 contract
Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in this Section 1.8 shall constitute “Good Reason” unless the Employee shall otherwise agree in writing:
(a) Any failure of the Company or its Affiliates to provide the Employee with the position, authority, duties and responsibilities at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control. The Employee’s position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in all material respects with Employee’s position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position with the Company, even if the Employee does not hold an equivalent position with the ultimate parent corporation that either directly or indirectly controls the Company or all or substantially all of the Company’s assets.
(b) The assignment to the Employee of any duties inconsistent in any material respect with Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3.1(b) For purposes of this Agreement, the Employee shall have "Good Reason" to terminate his employment during the term of this Agreement only if:
(i) the Company fails to pay or provide any other action amount or benefit that results in a diminution in such positionthe Company is obligated to pay or provide under section 4 above or section 8, authority, duties 9 or responsibilities, excluding for this purpose an isolated, insubstantial 10 below and inadvertent action the failure is not taken in bad faith that is remedied within 10 30 days after receipt of the Company receives written notice thereof from the Employee to the Company;of such failure; or
(cii) Any failure by the Company assigns the Employee duties, responsibilities or its Affiliates reporting relationships not contemplated by section 3 above without his consent, or limits his duties or responsibilities or power or authority contemplated by section 3 above in any respect materially detrimental to comply with any of him, and in either case the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure situation is not occurring in bad faith that is remedied within 10 30 days after receipt of the Company receives written notice thereof from the Employee of the situation; or
(iii) he is removed from, or not elected or reelected to, the office, title or position of Senior Vice President, General Counsel and Secretary of the Company, and the Company does not have Good Cause for doing so; or
(iv) the Company relocates his office outside of either (A) the principal executive offices of the Company in Washington, D.C., or (B) Washington, D.C., in either case (A) or (B) without his written consent (given in a personal rather than representative capacity), and the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation; or
(v) the Company gives the Employee written notice, in the manner set forth in paragraph 13(e) or (f) below, prior to any Extension Effective Date, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be; provided that the giving of such written notice to the Company;Employee shall constitute Good Reason only if and when the Employee shall have performed such of his duties and responsibilities for such period of time, in no event to exceed ninety (90) days after the giving of such notice, as the CEO or the Board may reasonably request in writing to transition his duties and responsibilities; or
(dvi) The a Change in Control occurs and as a result thereof either (A) equity securities of the Company cease to be publicly-traded, or its Affiliates requiring (B) the Employee is not elected or designated to be based at any office serve as the sole General Counsel and Secretary of the surviving company; or
(vii) a Change in Control or location other than as provided Potential Change in Section 3.1(b)(iiControl occurs and (A) hereof or requiring the dollar value of the stock optioned to the Employee annually thereafter is less than the average annual dollar value of the stock that was optioned to travel on business to a substantially greater extent than required immediately the Employee during the four years prior to the Change in Control or Potential Change in Control, or (B) the material terms of Control;
such options (eincluding without limitation vesting schedules) Any purported termination are less favorable to the Employee than the material terms of the Employee’s employment otherwise than as expressly permitted by this Agreement; or
options that were granted to the Employee during the four years prior to the Change in Control or Potential Change in Control, and in either case (fA) Any failure by or (B) the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation. In no event shall the Employee's continued employment after any of the foregoing constitute his consent to comply with and satisfy Sections 4.1 (c) and (d) the act or omission in question, or a waiver of this Agreementhis right to terminate his employment for Good Reason hereunder on account of such act or omission.
Appears in 1 contract
Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in For purposes of this Section 1.8 shall constitute Agreement, a resignation from employment for “Good Reason” unless means a voluntary termination by Executive within one hundred (100) days after the Employee shall otherwise agree in writing:
(a) Any failure occurrence of one of the Company or its Affiliates to provide the Employee with the position, authority, duties and responsibilities at least commensurate following events without his express written consent: (i) a material diminution in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control. The EmployeeExecutive’s position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in all material respects with Employee’s position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position with the Company, even if the Employee does not hold an equivalent position with the ultimate parent corporation that either directly or indirectly controls the Company or all or substantially all of the Company’s assets.
(b) The assignment to the Employee of any duties inconsistent in any material respect with Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities (subject to the clarification in the immediately following sentence); (ii) Executive is required to report to an officer or other employee of the Company rather than to the Board (subject to the clarification in the immediately following sentence); (iii) a material reduction in Executive’s Base Salary; (iv) a change in the geographic location of Executive’s workplace that either is more than fifty (50) miles from its previous location or, if Executive should purchase a primary residence in the San Francisco Bay Area, increases his one-way commute from such primary residence by more than thirty (30) miles; (v) the expiration of Executive’s term as contemplated a member of the Board without his re-election (x) at a time when more than fifty percent (50%) of the voting power for election of members of the Board is held by Section 3.1(ban individual, a group or another company (a “Controlled Company”) or (y) at a time when the Company is not such a Controlled Company and has failed to nominate him for re-election; or (vi) a material breach by the Company, or its successor, of this Agreement (including the failure of a successor to assume the obligations of this Agreement). For the avoidance of doubt, or any other action that results Change in a diminution Control, immediately following which Executive does not hold the senior-most position in such position, authority, duties or responsibilities, excluding his functional area in the surviving top-most parent company (disregarding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith these purposes any company that is remedied within 10 days after receipt of written notice thereof from the Employee an investment fund or other non-operating company), whether public or private, and does not report directly to the Company;
chief executive officer of such top-most parent company (c) Any failure by or to the board of directors of such top-most parent company if Executive is the chief executive officer of the Company or its Affiliates to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company;
(d) The Company or its Affiliates requiring the Employee to be based at any office or location other than as provided in Section 3.1(b)(ii) hereof or requiring the Employee to travel on business to a substantially greater extent than required immediately prior to the Change in Control) shall be regarded as a material diminution in Executive’s authority, duties or responsibilities for purposes of Control;
this definition, provided that Executive, as a condition of resigning for Good Reason on such basis, shall first have remained in employment with the Company, or its successor, on a full time basis (eor on a less than full time basis, as the Company or its successor shall determine), with a Base Salary, Target Bonus, vesting in Equity Awards and aggregate level of benefits that are no less than they were immediately prior to the Change in Control (unadjusted for employment on a less than full time basis), for a period of six (6) Any purported termination months (or such shorter period as the Company or its successor shall determine) in order to provide transition support to the Company or its successor. Prior to any resignation for Good Reason, Executive must provide written notice to the Company of the Employee’s employment otherwise than as expressly permitted by this Agreement; or
existence of the Good Reason event within forty-five (f45) Any failure by days following its initial existence, and the Company shall have a period of forty-five (45) days following such notice within which to comply with and satisfy Sections 4.1 (c) and (d) of this Agreementcure the event. If the event is cured within such time period, Executive shall not be entitled to resign from his employment for Good Reason.
Appears in 1 contract
Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in this For purposes of Section 1.8 shall constitute “15, Good Reason” unless the Employee shall otherwise agree in writing:
Reason is defined as (a) Any failure breach by Employer of any of its material obligations contained in this Agreement (b) a material reduction by Employer of Executive’s title or reporting relationship; (c) the assignment to Executive of any duties or responsibilities materially and adversely inconsistent with Executive’s title and stature; (d) Employer’s bankruptcy; or (e) the occurrence of a “Change in Control” which is defined herein as each of (i) a sale or exchange (or negotiations that lead to) of the capital interest by the members of the Employer in one transaction or series of related transactions where more than 50% of the outstanding voting power of the Employer is acquired by a person or entity or group of related persons or entities; or (ii) a reorganization, consolidation or merger (or negotiations leading thereto) of the Employer with or into any other entity, entities, corporation or corporations where the outstanding voting rights of the Company immediately before the transaction represent or are converted into less than fifty percent 50% of the outstanding voting power of the surviving entity (or its Affiliates to provide the Employee with the position, authority, duties and responsibilities at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period parent corporation) immediately preceding the Change of Control. The Employee’s position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in all material respects with Employee’s position, authority, duties and responsibilities prior to a Change of Control if after the Change transaction; or (iii) a sale of Control Employee holds an equivalent position with the Company, even if the Employee does not hold an equivalent position with the ultimate parent corporation that either directly or indirectly controls the Company or all or substantially all of the Company’s assets.
assets of the Employer and its subsidiaries, on a consolidated basis, but in each case of (b) The assignment to the Employee of any duties inconsistent in any material respect with Employee’s position (including status, offices, titles and reporting requirementsi), authority(ii) or (iii) above, duties or responsibilities as contemplated by Section 3.1(b) of this Agreement, or any other action that results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that the same shall constitute Good Reason only if Executive’s employment hereunder is remedied within 10 days after receipt of written notice thereof from the Employee to the Company;
(c) Any failure by the Company or its Affiliates to comply also terminated substantially concurrently with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company;
(d) The Company or its Affiliates requiring the Employee to be based at any office or location other than as provided in Section 3.1(b)(ii) hereof or requiring the Employee to travel on business to a substantially greater extent than required immediately prior to the said Change of Control;
(e. Notwithstanding the foregoing, a bona fide equity financing shall not be deemed to be a Change in Control. Notice of termination given to Employer by Executive for Good Reason shall specify the reason(s) Any purported for such termination and, if reasonably susceptible of the Employee’s employment otherwise than as expressly permitted cure, Employer shall have 30 days to cure such breach. If Employer fails to cure such reason for termination within 30 days of notice by this Agreement; or
(f) Any failure by the Company to comply with and satisfy Sections 4.1 (c) and (d) of this AgreementExecutive that Executive is exercising a Good Reason termination, termination for Good Reason shall then become effective.
Appears in 1 contract
Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in this Section 1.8 shall constitute “Good Reason” unless the Employee shall otherwise agree in writing:
(a) Any failure of the Company or its Affiliates to provide the Employee with the position, authority, duties and responsibilities at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control. The Employee’s position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in all material respects with Employee’s position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position with the Company, even if the Employee does not hold an equivalent position with the ultimate parent corporation that either directly or indirectly controls the Company or all or substantially all of the Company’s assets.
(b) The assignment to the Employee of any duties inconsistent in any material respect with Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3.1(b) For purposes of this Agreement, the Employee shall have "Good Reason" to terminate his employment during the term of this Agreement only if:
(i) the Company fails to pay or provide any other action amount or benefit that results in a diminution in such positionthe Company is obligated to pay or provide under section 4 above or section 8, authority, duties 9 or responsibilities, excluding for this purpose an isolated, insubstantial 10 below and inadvertent action the failure is not taken in bad faith that is remedied within 10 30 days after receipt of the Company receives written notice thereof from the Employee to the Company;of such failure; or
(cii) Any failure by the Company assigns the Employee duties, responsibilities or its Affiliates reporting relationships not contemplated by section 3 above without his consent, or limits his duties or responsibilities or power or authority contemplated by section 3 above in any respect materially detrimental to comply with any of him, and in either case the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure situation is not occurring in bad faith that is remedied within 10 30 days after receipt of the Company receives written notice thereof from the Employee of the situation; or
(iii) he is removed from, or not elected or reelected to, the office, title or position of Senior Vice President, Sales & Marketing of the Company, and the Company does not have Good Cause for doing so; or
(iv) the Company relocates his office outside of either the Company's principal executive offices or the greater New York City metropolitan area without his written consent (given in a personal rather than representative capacity) and the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation; or
(v) the Company gives the Employee written notice, in the manner set forth in paragraph 13(f) below, prior to any Extension Effective Date, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be; provided that the giving of such written notice to the Company;Employee shall constitute Good Reason only if and when the Employee shall have performed such of his duties and responsibilities for such period of time, in no event to exceed ninety (90) days after the giving of such notice, as the CEO, the COO or the Board may reasonably request in writing to transition his duties and responsibilities; or
(dvi) The a Change in Control occurs and as a result thereof either (A) equity securities of the Company cease to be publicly-traded, or its Affiliates requiring (B) the Employee is not elected or designated to be based at any office serve as the sole Senior Vice President, Sales & Marketing of the surviving company; or
(vii) a Change in Control or location other than as provided Potential Change in Section 3.1(b)(iiControl occurs and (A) hereof or requiring the dollar value of the stock optioned to the Employee annually thereafter is less than the average annual dollar value of the stock that was optioned to travel on business to a substantially greater extent than required immediately the Employee during the four years prior to the Change in Control or Potential Change in Control, or (B) the material terms of Control;
such options (eincluding without limitation vesting schedules) Any purported termination are less favorable to the Employee than the material terms of the Employee’s employment otherwise than as expressly permitted by this Agreement; or
options that were granted to the Employee during the four years prior to the Change in Control or Potential Change in Control, and in either case (fA) Any failure by or (B) the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation. In no event shall the Employee's continued employment after any of the foregoing constitute his consent to comply with and satisfy Sections 4.1 (c) and (d) the act or omission in question, or a waiver of this Agreementhis right to terminate his employment for Good Reason hereunder on account of such act or omission.
Appears in 1 contract
Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in For purposes of this Section 1.8 shall constitute Agreement, “Good Reason” unless the Employee shall otherwise agree in writing:
mean, without Employee’s consent: (ai) Any failure of the Company or its Affiliates to provide the Employee with the position, authority, duties and responsibilities at least commensurate in all material respects with the most significant of those held, exercised and assigned at materially breaches any time during the 120-day period immediately preceding the Change of Control. The Employee’s position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in all material respects with Employee’s position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position with the Company, even if the Employee does not hold an equivalent position with the ultimate parent corporation that either directly or indirectly controls the Company or all or substantially all of the Company’s assets.
(b) The assignment to the Employee of any duties inconsistent in any material respect with Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3.1(b) term of this Agreement, and such breach causes or any other action is likely to cause material harm to the Employee; (ii) there is a material reduction of the level of Employee’s Base Salary (except where there is a general reduction applicable to the management team generally, provided, however, that results in no case may the Base Salary be reduced below the amount stated in Section 3(a)), (iii) there is a diminution material reduction in such position, Employee’s overall responsibilities or authority, or scope of duties (it being understood that the occurrence of a Change in Control shall not, by itself, necessarily constitute a reduction in Employee’s responsibilities or responsibilitiesauthority); or (iv) there is a material change in the principal geographic location at which Employee must perform his services (it being understood that the relocation of Employee to a facility or a location within forty (40) miles of the State Capitol Building in Denver, excluding Colorado shall not be deemed material for purposes of this purpose an isolated, insubstantial Agreement and inadvertent action not taken it being further understood that the Employee may be required to travel in bad faith that is remedied connection with Company business and none of such travel shall constitute or give rise to “Good Reason”). The Executive’s voluntary termination shall be deemed to have occurred for Good Reason for purposes of this Agreement only if (x) the Executive provides written notice to the Company within 10 30 days after the Executive becomes aware of circumstances giving rise to Good Reason, (y) the Company fails to correct the circumstances giving rise to Good Reason within 30 days following the receipt of written such notice thereof from (the Employee to the Company;
(c) Any failure by the Company or its Affiliates to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company;
(d) The Company or its Affiliates requiring the Employee to be based at any office or location other than as provided in Section 3.1(b)(ii) hereof or requiring the Employee to travel on business to a substantially greater extent than required immediately prior to the Change of Control;
(e) Any purported termination of the Employee’s employment otherwise than as expressly permitted by this Agreement; or
(f) Any failure by the Company to comply with and satisfy Sections 4.1 (c“Cure Period”) and (dz) the Executive resigns within 30 days following the end of this Agreementthe Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
Appears in 1 contract
Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in this Section 1.8 shall constitute “Good Reason” unless the Employee shall otherwise agree in writing:
(a) Any failure of the Company or its Affiliates to provide the Employee with the position, authority, duties and responsibilities at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control. The Employee’s position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in all material respects with Employee’s position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position with the Company, even if the Employee does not hold an equivalent position with the ultimate parent corporation that either directly or indirectly controls the Company or all or substantially all of the Company’s assets.
(b) The assignment to the Employee of any duties inconsistent in any material respect with Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3.1(b) For purposes of this Agreement, the Employee shall have "Good Reason" to terminate his employment during the term of this Agreement only if:
(i) the Company fails to pay or provide any other action amount or benefit that results in a diminution in such positionthe Company is obligated to pay or provide under section 4 above or section 8, authority, duties 9 or responsibilities, excluding for this purpose an isolated, insubstantial 10 below and inadvertent action the failure is not taken in bad faith that is remedied within 10 30 days after receipt of the Company receives written notice thereof from the Employee to the Company;of such failure; or
(cii) Any failure by the Company assigns the Employee duties, responsibilities or its Affiliates reporting relationships not contemplated by section 3 above without his consent, or limits his duties or responsibilities or power or authority contemplated by section 3 above in any respect materially detrimental to comply with any of him, and in either case the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure situation is not occurring in bad faith that is remedied within 10 30 days after receipt of the Company receives written notice thereof from the Employee of the situation; or
(iii) he is removed from, or not elected or reelected to, the office, title or position of Senior Vice President, Manufacturing & Engineering of the Company, and the Company does not have Good Cause for doing so; or
(iv) the Company relocates his office outside of either the Company's principal executive offices or the greater New York City metropolitan area without his written consent (given in a personal rather than representative capacity) and the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation; or
(v) the Company gives the Employee written notice, in the manner set forth in paragraph 13(f) below, prior to any Extension Effective Date, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be; provided that the giving of such written notice to the Company;Employee shall constitute Good Reason only if and when the Employee shall have performed such of his duties and responsibilities for such period of time, in no event to exceed ninety (90) days after the giving of such notice, as the CEO, the COO or the Board may reasonably request in writing to transition his duties and responsibilities; or
(dvi) The a Change in Control occurs and as a result thereof either (A) equity securities of the Company cease to be publicly-traded, or its Affiliates requiring (B) the Employee is not elected or designated to be based at any office serve as the sole Senior Vice President, Manufacturing & Engineering of the surviving company; or
(vii) a Change in Control or location other than as provided Potential Change in Section 3.1(b)(iiControl occurs and (A) hereof or requiring the dollar value of the stock optioned to the Employee annually thereafter is less than the average annual dollar value of the stock that was optioned to travel on business to a substantially greater extent than required immediately the Employee during the four years prior to the Change in Control or Potential Change in Control, or (B) the material terms of Control;
such options (eincluding without limitation vesting schedules) Any purported termination are less favorable to the Employee than the material terms of the Employee’s employment otherwise than as expressly permitted by this Agreement; or
options that were granted to the Employee during the four years prior to the Change in Control or Potential Change in Control, and in either case (fA) Any failure by or (B) the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation. In no event shall the Employee's continued employment after any of the foregoing constitute his consent to comply with and satisfy Sections 4.1 (c) and (d) the act or omission in question, or a waiver of this Agreementhis right to terminate his employment for Good Reason hereunder on account of such act or omission.
Appears in 1 contract
Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in For purposes of this Section 1.8 shall constitute Agreement, “Good Reason” unless shall mean, the Employee’s compliance with the “Good Reason Process” (as defined below), upon the occurrence of one of the following events (each, a “Good Reason Condition) without Employee’s written consent: (i) there is a material reduction of the level of Employee’s compensation (excluding any bonuses) (except where there is a general reduction applicable to the management team generally), (ii) there is a material reduction in Employee’s overall responsibilities or authority, or scope of duties (it being understood that the occurrence of a Change in Control shall not, by itself, necessarily constitute a reduction in Employee’s responsibilities or authority); or (iii) there is a material change in the principal geographic location at which Employee must perform her services (it being understood that the relocation of Employee to a facility or a location within forty (40) miles of the State Capitol Building in Denver, Colorado shall not be deemed material for purposes of this Agreement). “Good Reason Process” shall mean (A) the Employee shall otherwise agree reasonably determines in writing:
good faith that a Good Reason Condition has occurred (aB) Any failure the Employee notifies the Company in writing of the Company or its Affiliates to provide first occurrence of the Good Reason Condition within sixty (60) days of the first occurrence of such Good Reason Condition; (C) the Employee with the position, authority, duties and responsibilities at least commensurate cooperates in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control. The Employee’s position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in all material respects with Employee’s position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position good faith with the Company’s efforts, even if for period not less than thirty (30) days following such notice (the “Cure Period”), to remedy the condition (D) notwithstanding such efforts, the Good Reason Condition continues to exist; and (E) the Employee does not hold an equivalent position with terminates her employment within sixty (60) days after the ultimate parent corporation that either directly or indirectly controls end of the Cure Period. If the Company or all or substantially all of cures the Company’s assetsGood Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred.
(b) The assignment to the Employee of any duties inconsistent in any material respect with Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3.1(b) of this Agreement, or any other action that results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company;
(c) Any failure by the Company or its Affiliates to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that is remedied within 10 days after receipt of written notice thereof from the Employee to the Company;
(d) The Company or its Affiliates requiring the Employee to be based at any office or location other than as provided in Section 3.1(b)(ii) hereof or requiring the Employee to travel on business to a substantially greater extent than required immediately prior to the Change of Control;
(e) Any purported termination of the Employee’s employment otherwise than as expressly permitted by this Agreement; or
(f) Any failure by the Company to comply with and satisfy Sections 4.1 (c) and (d) of this Agreement.
Appears in 1 contract
Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in this Section 1.8 shall constitute “Good Reason” unless the Employee shall otherwise agree in writing:
(a) Any failure of the Company or its Affiliates to provide the Employee with the position, authority, duties and responsibilities at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control. The Employee’s position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in all material respects with Employee’s position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position with the Company, even if the Employee does not hold an equivalent position with the ultimate parent corporation that either directly or indirectly controls the Company or all or substantially all of the Company’s assets.
(b) The assignment to the Employee of any duties inconsistent in any material respect with Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3.1(b) For purposes of this Agreement, the Employee shall have "Good Reason" to terminate her employment during the term of this Agreement only if:
(i) the Corporation fails to pay or provide any other action amount or benefit that results in a diminution in such positionthe Corporation is obligated to pay or provide under section 4 above or section 8, authority, duties 9 or responsibilities, excluding for this purpose an isolated, insubstantial 10 below and inadvertent action the failure is not taken in bad faith that is remedied within 10 30 days after receipt of the Company receives written notice thereof from the Employee to the Company;of such failure; or
(cii) Any failure the Corporation assigns the Employee duties, responsibilities or reporting relationships not contemplated by section 3 above without her consent, or limits her duties or responsibilities or power or authority contemplated by section 3 above in any respect materially detrimental to her, and in either case the situation is not remedied within 30 days after the Company or its Affiliates to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that is remedied within 10 days after receipt of receives written notice thereof from the Employee of the situation; or
(iii) she is removed from, or not elected or reelected to, the Board or the office, title or position of President of Barr Research, and the Company does not have Good Cause for doing so; ▇▇
(iv) the Corporation relocates her office outside of a forty (40) mile radius from her residence on the date of this Agreement without her written consent (given in a personal rather than representative capacity), and the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation; or
(v) the Company gives the Employee written notice, in the manner set forth in paragraph 13(e) or (f) below, prior to any Extension Effective Date, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be; provided that the giving of such written notice to the Company;Employee shall constitute Good Reason only if and when the Employee shall have performed such of her duties and responsibilities for such period of time, in no event to exceed ninety (90) days after the giving of such notice, as the CEO or the Board may reasonably request in writing to transition her duties and responsibilities; or
(dvi) The a Change in Control occurs and as a result thereof either (A) equity securities of the Company cease to be publicly-traded, or its Affiliates requiring (B) the Employee is not elected or designated to be based at any office serve as the sole President of Barr Research; or
(vii) a Change in Control or location other than as provided Pote▇▇▇▇l Change in Section 3.1(b)(iiControl occurs and (A) hereof or requiring the dollar value of the stock optioned to the Employee annually thereafter is less than the average annual dollar value of the stock that was optioned to travel on business to a substantially greater extent than required immediately the Employee during the four years prior to the Change in Control or Potential Change in Control, or (B) the material terms of Control;
such options (eincluding without limitation vesting schedules) Any purported termination are less favorable to the Employee than the material terms of the Employee’s employment otherwise than as expressly permitted by this Agreement; or
options that were granted to the Employee during the four years prior to the Change in Control or Potential Change in Control, and in either case (fA) Any failure by or (B) the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation. In no event shall the Employee's continued employment after any of the foregoing constitute her consent to comply with and satisfy Sections 4.1 (c) and (d) the act or omission in question, or a waiver of this Agreementher right to terminate her employment for Good Reason hereunder on account of such act or omission.
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Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in this Section 1.8 shall constitute “Good Reason” unless the Employee shall otherwise agree in writing:
(a) Any failure of the Company or its Affiliates to provide the Employee with the position, authority, duties and responsibilities at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control. The Employee’s position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in all material respects with Employee’s position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position with the Company, even if the Employee does not hold an equivalent position with the ultimate parent corporation that either directly or indirectly controls the Company or all or substantially all of the Company’s assets.
(b) The assignment to the Employee of any duties inconsistent in any material respect with Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3.1(b) For purposes of this Agreement, the Employee shall have "Good Reason" to terminate his employment during the term of this Agreement only if:
(i) the Company fails to pay or provide any other action amount or benefit that results in a diminution in such positionthe Company is obligated to pay or provide under section 4 above or section 8, authority, duties 9 or responsibilities, excluding for this purpose an isolated, insubstantial 10 below and inadvertent action the failure is not taken in bad faith that is remedied within 10 30 days after receipt of the Company receives written notice thereof from the Employee to the Company;of such failure; or
(cii) Any failure by the Company assigns the Employee duties, responsibilities or its Affiliates reporting relationships not contemplated by section 3 above without his consent, or limits his duties or responsibilities or power or authority contemplated by section 3 above in any respect materially detrimental to comply with any of him, and in either case the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure situation is not occurring in bad faith that is remedied within 10 30 days after receipt of the Company receives written notice thereof from the Employee of the situation; or
(iii) he is removed from, or not elected or reelected to, the office, title or position of Senior Vice President, Chief Financial Officer and Treasurer of the Company, and the Company does not have Good Cause for doing so; or
(iv) the Company relocates his office outside of either the Company's principal executive offices or the greater New York City metropolitan area without his written consent (given in a personal rather than representative capacity) and the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation; or
(v) the Company gives the Employee written notice, in the manner set forth in paragraph 13(f) below, prior to any Extension Effective Date, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be; provided that the giving of such written notice to the Company;Employee shall constitute Good Reason only if and when the Employee shall have performed such of his duties and responsibilities for such period of time, in no event to exceed ninety (90) days after the giving of such notice, as the CEO or the Board may reasonably request in writing to transition his duties and responsibilities; or
(dvi) The a Change in Control occurs and as a result thereof either (A) equity securities of the Company cease to be publicly-traded, or its Affiliates requiring (B) the Employee is not elected or designated to be based at any office serve as the sole Chief Financial Officer and Treasurer of the surviving company; or
(vii) a Change in Control or location other than as provided Potential Change in Section 3.1(b)(iiControl occurs and (A) hereof or requiring the dollar value of the stock optioned to the Employee annually thereafter is less than the average annual dollar value of the stock that was optioned to travel on business to a substantially greater extent than required immediately the Employee during the four years prior to the Change in Control or Potential Change in Control, or (B) the material terms of Control;
such options (eincluding without limitation vesting schedules) Any purported termination are less favorable to the Employee than the material terms of the Employee’s employment otherwise than as expressly permitted by this Agreement; or
options that were granted to the Employee during the four years prior to the Change in Control or Potential Change in Control, and in either case (fA) Any failure by or (B) the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation. In no event shall the Employee's continued employment after any of the foregoing constitute his consent to comply with and satisfy Sections 4.1 (c) and (d) the act or omission in question, or a waiver of this Agreementhis right to terminate his employment for Good Reason hereunder on account of such act or omission.
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Good Reason Defined. Any act or failure to act by the Company or its Affiliates specified in this Section 1.8 shall constitute “Good Reason” unless the Employee shall otherwise agree in writing:
(a) Any failure of the Company or its Affiliates to provide the Employee with the position, authority, duties and responsibilities at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control. The Employee’s position, authority, duties and responsibilities after a Change of Control shall be considered commensurate in all material respects with Employee’s position, authority, duties and responsibilities prior to a Change of Control if after the Change of Control Employee holds an equivalent position with the Company, even if the Employee does not hold an equivalent position with the ultimate parent corporation that either directly or indirectly controls the Company or all or substantially all of the Company’s assets.
(b) The assignment to the Employee of any duties inconsistent in any material respect with Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3.1(b) For purposes of this Agreement, the Employee shall have "Good Reason" to terminate her employment during the term of this Agreement only if:
(i) the Company fails to pay or provide any other action amount or benefit that results in a diminution in such positionthe Company is obligated to pay or provide under section 4 above or section 8, authority, duties 9 or responsibilities, excluding for this purpose an isolated, insubstantial 10 below and inadvertent action the failure is not taken in bad faith that is remedied within 10 30 days after receipt of the Company receives written notice thereof from the Employee to the Company;of such failure; or
(cii) Any failure by the Company assigns the Employee duties, responsibilities or its Affiliates reporting relationships not contemplated by section 3 above without her consent, or limits her duties or responsibilities or power or authority contemplated by section 3 above in any respect materially detrimental to comply with any of her, and in either case the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure situation is not occurring in bad faith that is remedied within 10 30 days after receipt of the Company receives written notice thereof from the Employee of the situation; or
(iii) she is removed from, or not elected or reelected to, the office, title or position of Senior Vice President, Human Resources of the Company, and the Company does not have Good Cause for doing so; or
(iv) the Company relocates her office outside of either the Company's principal executive offices or the greater New York City metropolitan area without her written consent (given in a personal rather than representative capacity) and the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation; or
(v) the Company gives the Employee written notice, in the manner set forth in paragraph 13(f) below, prior to any Extension Effective Date, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be; provided that the giving of such written notice to the Company;Employee shall constitute Good Reason only if and when the Employee shall have performed such of her duties and responsibilities for such period of time, in no event to exceed ninety (90) days after the giving of such notice, as the CEO, the COO or the Board may reasonably request in writing to transition her duties and responsibilities; or
(dvi) The a Change in Control occurs and as a result thereof either (A) equity securities of the Company cease to be publicly-traded, or its Affiliates requiring (B) the Employee is not elected or designated to be based at any office serve as the sole Senior Vice President, Human Resources of the surviving company; or
(vii) a Change in Control or location other than as provided Potential Change in Section 3.1(b)(iiControl occurs and (A) hereof or requiring the dollar value of the stock optioned to the Employee annually thereafter is less than the average annual dollar value of the stock that was optioned to travel on business to a substantially greater extent than required immediately the Employee during the four years prior to the Change in Control or Potential Change in Control, or (B) the material terms of Control;
such options (eincluding without limitation vesting schedules) Any purported termination are less favorable to the Employee than the material terms of the Employee’s employment otherwise than as expressly permitted by this Agreement; or
options that were granted to the Employee during the four years prior to the Change in Control or Potential Change in Control, and in either case (fA) Any failure by or (B) the situation is not remedied within 30 days after the Company receives written notice from the Employee of the situation. In no event shall the Employee's continued employment after any of the foregoing constitute her consent to comply with and satisfy Sections 4.1 (c) and (d) the act or omission in question, or a waiver of this Agreementher right to terminate her employment for Good Reason hereunder on account of such act or omission.
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