Procedure for Resignation for Good Reason Clause Samples

The Procedure for Resignation for Good Reason clause outlines the specific steps an employee must follow to resign from their position if certain adverse changes occur in their employment conditions. Typically, this clause requires the employee to notify the employer of the issue constituting "Good Reason," provide an opportunity for the employer to remedy the situation, and then formally resign if the problem is not resolved within a set timeframe. Its core function is to ensure both parties have a clear, fair process for addressing significant employment changes, thereby protecting the employee's rights while giving the employer a chance to correct the issue before the resignation becomes effective.
Procedure for Resignation for Good Reason. To resign for “Good Reason,” Executive must give the Company: ​ (A) Written notice of the intended resignation and a detailed description of the Good Reason not more than thirty (30) days after Executive becomes aware of the initial existence of the Good Reason; and (B) A reasonable opportunity of at least thirty (30) days in which to cure those circumstances. (C) Good Reason shall not exist if Executive (a) fails to provide such notice within the thirty (30)-day notice period, or (b) the Company cures the specified condition within the thirty (30)-day cure period.
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Procedure for Resignation for Good Reason. To resign for “Good Reason,” Executive must give the Company: (A) Written notice of the intended resignation and a detailed description of the Good Reason not more than thirty (30) days after Executive becomes aware of the initial existence of the Good Reason; (B) A reasonable opportunity of at least thirty (30) days in which to cure those circumstances; and (C) Good Reason shall not exist if Executive (a) fails to provide such notice within the thirty (30)-day notice period, (b) the Company cures the specified condition within the thirty (30)-day cure period or (c) the Executive does not actually resign within six (6) months of the initial existence of the Good Reason condition. (c) “Change in Control” means the occurrence of any of the following: (1) The Bank or Bancorp merges or consolidates with another entity and, as a result, less than fifty-one percent (51%) of the combined voting power of the resulting entity immediately after the merger or consolidation is held by persons who were the holders of the Bank’s or Bancorp’s voting securities immediately before the merger or consolidation. A Change of Control will be deemed to occur on the date the applicable transaction closes; (2) Any person, entity, or group of persons or entities, other than through merger or consolidation, acquires a majority of the Bank’s or Bancorp’s outstanding common 3 stock or substantially all of the Bank’s or Bancorp’s assets, provided, that a Change in Control shall not occur if any person, entity, or group already owns more than a majority of the Bank’s or Bancorp’s outstanding common stock and acquires additional stock. A Change of Control will be deemed to occur on the date that any person, entity, or group first becomes the majority owner of the Bank’s or Bancorp’s common stock or acquires substantially all of the Bank’s or Bancorp’s assets; (3) A majority of the members of the Board are replaced during any twelve (12)-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election. A Change in Control will be deemed to occur on the date members of the incumbent board first cease to constitute at least a majority of the Board; or (4) Approval by Bancorp’s or the Bank’s shareholders of the Bank’s complete liquidation, dissolution, or sale to another entity. A Change of Control will be deemed to occur on the date the applicable transaction closes.
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Related to Procedure for Resignation for Good Reason

  • Resignation for Good Reason The Executive may resign from the Executive’s employment for Good Reason.

  • Termination Without Cause; Resignation for Good Reason (i) If, prior to the expiration of the Term, the Executive’s employment with the Company is terminated by the Company without Cause or if the Executive resigns from his employment hereunder for Good Reason, then, in addition to the Termination Amount and the payment of any unpaid earned Bonus for the year immediately preceding the year in which such termination or resignation occurs, the Executive shall be entitled to receive: (1) an amount equal to the sum of the following amounts (collectively, the “Severance Amount”): (A) an amount equal to the pro rata portion of the Bonus for the year in which the termination or resignation occurs, calculated by multiplying (x) the Minimum Target Bonus for the year of termination by (y) a fraction, the numerator of which is the number of days the Executive was employed during the year of such termination or resignation and the denominator of which is 365; plus (B) if at the time of such termination or resignation the Executive is not “retirement eligible” within the meaning of the Company’s Equity Plan Retirement Policy (or if the Executive is “retirement eligible” and such termination or resignation occurs after a Change on Control or within six months of a Change of Control as described below), an amount equal to the Applicable Multiple (as defined below) multiplied by the sum of: (i) the Base Salary in effect for the year of termination or resignation and (ii) the Minimum Target Bonus; and 5 (2) continuation of applicable medical, dental and life insurance benefits (based on the coverage in effect for the Executive and his dependents at the time of such termination or resignation, but excluding any supplemental medical expense reimbursement insurance provided by the Company Group), from the date of termination or resignation until the earlier to occur of (A) the Applicable Multiple of years from the date of termination or (B) the date the Executive becomes eligible for comparable benefits provided by a third party (in either case, the “Continuation Period”); provided, however, that the continuation of such benefits shall be subject to the respective terms of the applicable plan, as in effect from time to time, and the timely payment by the Executive of his applicable share of the applicable premiums in effect from time to time during the Continuation Period. To the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall reimburse the medical and dental care expenses as soon as practicable consistent with the Company’s practice, but in no event later than the last day of the calendar year next following the calendar year in which such expenses are incurred. Notwithstanding the foregoing, if at the time of such termination or resignation (a) the Executive is “retirement eligible” within the meaning of the Company’s Equity Plan Retirement Policy and (b) a Change of Control has not occurred (and a Change of Control does not occur within six month following such termination or resignation and it is not reasonably demonstrated that such termination of employment or Good Reason event was in contemplation of the Change in Control during such six month period), then the Executive shall not receive the amount specified under Section 6(c)(1)(B) above but shall instead be eligible to receive the entitlements provided under the Company’s Equity Plan Retirement Policy, subject to and in accordance with the terms and conditions of such policy.

  • Termination for Cause; Resignation If Executive’s employment terminates due to a Termination for Cause (as defined below) or a Resignation (as defined below), Base Salary earned but unpaid as of the date of such termination will be paid to Executive in a lump sum and the Company will have no further obligations to Executive hereunder. In the event any termination of Executive’s employment for any reason, Executive if so requested by the Company agrees to assist in the orderly transfer of authority and responsibility to Executive’s successor.

  • Termination for Cause; Resignation Without Good Reason If the Company terminates Executive’s employment with the Company for Cause, or Executive resigns without Good Reason, then Executive will not be entitled to any further compensation from the Company (other than accrued salary, and accrued and unused vacation, through Executive’s last day of employment), including severance pay, pay in lieu of notice or any other such compensation.

  • Voluntary Resignation; Termination for Cause If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.