Proper Reason Clause Samples

The 'Proper Reason' clause defines the legitimate grounds or justifications required for a party to take a specific action under the contract, such as terminating the agreement or withholding performance. In practice, this clause typically outlines what constitutes an acceptable reason, such as a material breach, insolvency, or failure to meet key obligations, and may require the party to provide evidence or notice supporting their claim. Its core function is to prevent arbitrary or unjustified actions by ensuring that significant contractual steps are only taken for substantiated and recognized reasons, thereby promoting fairness and reducing disputes.
Proper Reason. Proper Reason" shall mean (i) the reduction of Officer's normal base salary rate by twenty percent (20%) or more, or (ii) a change in a short-term or long-term incentive formula (e.g., a change in the percentage of base salary to be awarded at target level of achievement) which directly results in a reduction of twenty percent (20%) or more in the overall target compensation which applies to Officer in a given period compared to the overall target compensation which would have applied to Officer during that period without such change in bonus formula, or (iii) a change in Officer's primary work location of more than seventy-five (75) miles from the Officer's former primary work location; provided, however, that no base salary rate reduction or bonus formula change or change in primary work location shall constitute Proper Reason if:
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Related to Proper Reason

  • Other Reasons Executive’s employment and the Term will be terminated upon Executive’s death or Executive becoming Disabled.

  • For Good Reason If terminated by Executive for Good Reason, upon written notice by Executive to Company that Executive is terminating Executive’s employment for Good Reason and that sets forth the factual basis supporting the Good Reason, which termination shall be effective 30 days after the date of such notice, or such earlier date as specified in writing by the Company in its sole discretion during such 30-day period. For the avoidance of doubt, such termination shall not constitute a termination for Good Reason if Company cures the conditions identified in Executive’s notice as provided in Section 3(d)(iii).

  • Good Cause Other leaves of absence with pay may be granted by the Board for good reason.

  • Constructive Discharge If at any time during the term of this Agreement, except in connection with a termination pursuant to paragraph (c) (TERMINATION FOR CAUSE) of this Section 5, the Executive is Constructively Discharged (as hereinafter defined) then the Executive shall have the right, by written notice to the Employer within sixty (60) days of the initial existence of such Constructive Discharge condition, to terminate his services hereunder, effective as of the thirtieth (30th) day after such notice, and the Executive shall have no rights or obligations under this Agreement other than as provided in Sections 4 and 8 hereof; provided, however, the Employer shall have thirty (30) days from the date of such notice in which to cure the condition giving rise to a Constructive Discharge, if curable. If, during such thirty (30) day period, the Employer cures the condition giving rise to Constructive Discharge, then the Executive’s notice of termination hereunder shall not be effective, the Executive’s employment shall continue until otherwise terminated under this Agreement, and no benefits shall be due under this Agreement with respect to such occurrence. If the Employer fails to cure the condition giving rise to Constructive Discharge within such thirty (30) day period, the Executive shall be entitled to a lump sum payment of compensation and benefits and continuation of all plans and benefits as if such termination of his employment was pursuant to subparagraph (a)(i) of this Section 5 to be paid within thirty (30) days of the Executive’s termination of employment. (i) For purposes of this Agreement, the Executive shall be “Constructively Discharged” upon the occurrence of any one of the following events: (A) The Executive is not re-elected or is removed from the positions with the Employer or any affiliate set forth in Section 1 hereof, other than as a result of the Executive’s election or appointment to positions of equal or superior scope and responsibility; or (B) The Executive shall fail to be vested by the Employer with the powers and authority of his appointed office; or (C) The Employer changes the primary employment location of the Executive to a place that is more than thirty (30) miles from the primary employment location as of the Effective Date of this Agreement; or (D) The Employer otherwise commits a material breach of its obligations under this Agreement.

  • Termination for Other Reasons The Corporation may discharge the Executive without Cause by giving written notice to the Executive in accordance with Section 14 at least thirty (30) days prior to the Date of Termination. The Executive may resign from his employment by giving written notice to the Corporation in accordance with Section 14 at least thirty (30) days prior to the Date of Termination. Except to the extent otherwise provided in Section 9 with respect to certain post-Date of Termination obligations of the Corporation, this Agreement shall terminate immediately as of the Date of Termination in the event the Executive is discharged without Cause or resigns.