Good Reason Following a Change in Control Clause Samples
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Good Reason Following a Change in Control. You may terminate your employment for Good Reason if (i) during the twenty-four (24) month period immediately following a Change in Control (A) the scope of your position, authority or duties is materially adversely changed (except for changes during a Notice Period as authorized under Section 3 (c) below), (B) your compensation under this Agreement is not paid or your Base Salary or your Target Bonus or equity award is reduced below the levels specified in Sections 2(a) and (b) or there is a material adverse change in your employee benefits (excluding changes in any benefits plan where such changes apply generally to participants in the plan), (C) ) you are notified by the Company that you are required to relocate to a place more than 50 miles from your current place of employment in Alpharetta, GA, (D) you are assigned duties that are materially inconsistent with your position with the Company/Parent, (E) you are required to report to anyone other than the Chief Executive Officer of the Parent or any other individual that is not mutually agreeable to you and the Company, or (F) in the event that any other person or entity acquires all or substantially all of the Parent Group’s business and, the Company fails to obtain the assumption of this Agreement by the successor; (ii) you give the Company written notice of your intent to terminate your employment as a result of such event and provide the specific reasons therefore within sixty (60) days of your knowledge of such event occurring; (iii) the Company does not make the necessary corrections within sixty (60) days of receipt of your written notice; and (iv) you terminate employment no later than ten (10) days following the end of such sixty (60) day period. For purposes of this Agreement, the “Change in Control" will be deemed to have occurred as of the first day any of the following events occur:
1. Any person or entity is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the U.S. Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Parent representing 50% or more of the combined voting power of the Parent’s then outstanding voting securities entitled to vote generally in the election of directors (the "Outstanding Parent Voting Securities"); provided, however, that for purposes of this Section 3(a)(vii)(1), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Parent, (B) any acquisition by the Par...
Good Reason Following a Change in Control. Following a Change in Control (as defined in Paragraph 4.4(e) below), "Good Reason" shall mean, without Officer's express written consent, a material breach of the Agreement by Company, including the occurrence of any of the following circumstances, which breach is not fully corrected within thirty (30) days after written notice thereof specifying the nature of such breach has been delivered to Company:
Good Reason Following a Change in Control. For purposes of this Agreement, following a Change in Control, "Good Reason" shall mean:
Good Reason Following a Change in Control. At the election of the Employee, Employee’s employment may be terminated for Good Reason (as defined below) upon written notice to the Company. For purposes of this Agreement, “Good Reason” shall mean the occurrence of one of the following events, without Employee’s express written consent, within one year following a Change in Control (as defined below) of the Company: (A) the material breach by the Company of any of the covenants, representations, terms or provisions hereof, including failure to pay Employee’s Base Salary or any bonus payment to which Employee is entitled within ten days of the date any such payment is due, (B) a material diminution in Employee’s title, authority, responsibilities, or duties, including reporting requirements, as compared with Employee’s title, authority, responsibilities or duties immediately prior to the Change in Control, (C) a diminution in Employee’s Base Salary or bonus opportunity as compared with Employee’s Base Salary and bonus opportunity immediately prior to the Change in Control, (D) a material reduction in Employee’s benefits as compared with Employee’s benefits immediately prior to the Change in Control, (E) a relocation of the Employee’s principal place of employment to a location which is beyond a ▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇. Notwithstanding the foregoing, in order for Employee to terminate for Good Reason, Employee must deliver written notice of the Good Reason occurrence within thirty days of the occurrence and the Company must fail to correct such occurrence in all material respects within thirty days following written notification by Employee. For purposes of this Subsection, “Change in Control” shall mean the first day that any one or more of the following conditions shall have occurred:
Good Reason Following a Change in Control. Upon written notice by the Employee to the Company of a termination for Good Reason within one (1) year following a Change in Control. “Good Reason” shall mean the occurrence of any of the following events, without the express written consent of the Employee, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Employee to the Company of the occurrence of one of the reasons set forth below:
Good Reason Following a Change in Control. At the election of the Employee, Employee’s employment may be terminated for Good Reason (as defined below) upon written notice to the Company. For purposes of this Agreement, “Good Reason” shall mean the occurrence of one of
Good Reason Following a Change in Control. For purposes of this Agreement, following a Change in Control, "Good Reason" shall mean the occurrence of any of the following without Executive's written consent:
Good Reason Following a Change in Control. For purposes of this ----------------------------------------- Agreement, following a Change in Control, "Good Reason" shall mean: (i) a material adverse change in the nature or scope of Executive's responsibilities, authorities, duties and/or position (including by reason of a substantial reduction in the size of the Company or other substantial change in the character or scope of the Company's operations); (ii) Executive no longer serves in the position described in Section 2, other than by reason of a promotion or a termination for Cause or Disability; (iii) the Company fails to pay Executive any amounts otherwise vested and due hereunder or under any plan or policy of the Company;