Common use of Termination by Employee with Good Reason Clause in Contracts

Termination by Employee with Good Reason. Employee may terminate Employee’s employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason (which notice must be given no later than ninety (90) days after the initial occurrence of such event). During such thirty (30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Employee’s termination will be effective upon the expiration of such cure period, and Employee shall be entitled to: (i) The Accrued Obligations; and (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination with such amount determined based on actual performance during such fiscal year as determined by the Compensation Committee; and (iii) A lump sum cash payment equal to eighteen (18) times the “applicable percentage” of the monthly COBRA premium cost applicable to Employee if Employee (or his dependents) were to elect COBRA coverage, or similar coverage as provided by similar state law, in connection with such termination, (for purposes hereof, the “applicable percentage” shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination). Any amounts payable to Employee under clause (i), (ii), or (iii) of this Section 8(e) shall be paid in lump sum on the sixtieth (60th) day following the date of Employee’s termination of employment (the “Severance Benefits”), subject to Section 8(i) of this Agreement. Following such termination of Employee’s employment by Employee for Good Reason, except as set forth in this Section 8(e), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by Employee with Good Reason. A termination by Employee may terminate of his employment hereunder shall be for “Good Reason” if it is for the reason that that Employer has (i) failed to pay or cause to be paid any portion of the salary of Employee described in paragraph 2 hereof, if and when due hereunder, or (ii) relocated Employee’s employment with principal place of business to a location more than fifty (50) miles from its location at the inception of the Employment Period, or (iii) materially reduced the authority or responsibilities of Employee (except as otherwise agreed by Employer and Employee), or (iv) has materially breached this Agreement. Employee shall not have the right to terminate for Good Reason by providing unless: (A) Employee provides Employer with a written objection to the Company event or condition that is the basis for Employee’s Good Reason termination within thirty (30) days’ written notice setting forth in reasonable specificity days following the occurrence thereof; (B) Employer does not reverse or otherwise reasonably cure the event that constitutes Good Reason (which notice must be given no later than ninety (90) days after the initial occurrence of such event). During such or condition within thirty (30) day notice period, the Company shall have a cure right days of receiving such written objection; and (if curable), and if not cured C) Employee resigns his employment within such period, Employee’s termination will be effective upon thirty (30) days following the expiration of such cure period. In the event of a termination for Good Reason, Employee will be entitled to receive (x) his then current Base Salary and benefits for the greater of the balance of the Employment Period or six (6) months in accordance with Employer’s normal payroll procedures, and Employee shall be entitled to: (iy) The Accrued Obligations; and (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination with such amount determined based extent applicable, any bonus earned but not yet paid on actual performance during such fiscal year as determined by the Compensation Committee; and (iii) A lump sum cash payment equal to eighteen (18) times the “applicable percentage” of the monthly COBRA premium cost applicable to Employee if Employee (or his dependents) were to elect COBRA coverage, or similar coverage as provided by similar state law, in connection with such termination, (for purposes hereof, the “applicable percentage” shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination). Any amounts payable to Employee under clause (i)Other than such payments, (ii), or (iii) of this Section 8(e) shall be paid in lump sum on the sixtieth (60th) day following the date of Employee’s termination of employment (the “Severance Benefits”), subject to Section 8(i) of this Agreement. Following such termination of Employee’s employment by Employee for Good Reason, except as set forth in this Section 8(e), Employee Employer shall have no further rights obligation to any compensation or any other benefits under Employee pursuant to this AgreementAgreement for amounts accruing after the date of termination.

Termination by Employee with Good Reason. Employee may terminate Employee’s employment during the Term with Good Reason by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason (which notice must be given no later than ninety (90) days after the initial occurrence of such event). During such thirty (30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Employee’s termination will be effective upon the expiration of such cure period, and and, subject to the terms of Section 8(h), Employee shall be entitled to: (i) The Accrued Obligations; and (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination with such amount determined based on actual performance during such fiscal year as determined by the Compensation Committee; and (iii) A lump sum cash payment equal to eighteen twelve (1812) times the “applicable percentage” of the monthly COBRA premium cost applicable to Employee if Employee (or his dependents) were to elect COBRA coverage, or similar coverage as provided by similar state law, in connection with such termination, (for purposes hereof, the “applicable percentage” shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination). Any amounts payable to Employee under clause (i), (ii), or (iii) of this Section 8(e) shall be paid in lump sum on the sixtieth (60th) day following the date of Employee’s termination of employment (the “Severance Benefits”)employment, subject to Section 8(i8(h) of this Agreement. Following such termination of Employee’s employment by Employee for with Good Reason, except as set forth in this Section 8(e), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by Employee with Good Reason. The Employee may terminate Employee’s her employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes for Good Reason (which as defined herein) at any time during the term of this Agreement, by giving written notice must be given no later than ninety (90) days after to the initial occurrence of such event)Company thereof. During such thirty (30) day notice periodIf the Employee terminates her employment for Good Reason, the Company shall have a cure right (if curable), and if not cured within such period, Employee’s termination will be effective upon the expiration of such cure period, and Employee shall be entitled to: (i) The Accrued Obligations; and pay to the Employee the Monthly Amount for each month in the Severance Period and (ii) Any unpaid Annual Bonus provide to Employee health care benefits under the Company’s benefit plans for the Severance Period. Except as otherwise provided in respect of any completed fiscal year that has ended prior to this Section 4.c., the date of such termination with such amount determined based on actual performance during such fiscal year as determined by the Compensation Committee; and (iii) A lump sum cash payment equal to eighteen (18) times the “applicable percentage” of the monthly COBRA premium cost applicable to Employee if Employee (or his dependents) were to elect COBRA coverage, or similar coverage as provided by similar state law, in connection with such termination, (for purposes hereof, the “applicable percentage” Monthly Amount shall be made in each month of the percentage Severance Period in accordance with Company payroll policies then in effect. If the Employee is, at the time of Employee’s health care premium costs covered by her termination of employment, a specified employee of the Company as within the meaning of Section 409A(a)(2)(B)(i) of the date Internal Revenue Code of termination). Any amounts payable to Employee 1986, as amended, no payments shall be made under clause (i), (ii), or (iii) of this Section 8(e) shall be paid in lump sum on 4.e. until the sixtieth (60th) first day of the seventh full consecutive month immediately following the date of month in which the Employee’s termination of employment (occurs. As of the “Severance Benefits”)first day of such seventh month, subject the Employee shall be paid, in a single lump sum payment, an amount equal to Section 8(i) the sum of this Agreement. Following seven Monthly Amounts, increased by interest, compounded daily, at the prime rate as published in The Wall Street Journal on each Monthly Amount from the date when such Monthly Amount would have been paid, except for the immediately preceding sentence, during the six month period immediately following the Employee’s termination of Employee’s employment by Employee to the date of payment on the first day of the seventh month. Thereafter, the employee shall be paid the Monthly Amount for Good Reason, except as set forth each month during the balance of the term of the Severance Period. As a condition to receiving the payments provided for in this Section 8(e)4.e., Employee shall execute a release, in the form of Exhibit A attached hereto, relating to her employment in favor of the Company and the Company shall have no further rights obligations to any compensation or any other benefits the Employee under this Agreement, except for the obligations under this Section 4.e. and obligations required under law. The Employee shall have those continuing obligations under this Agreement after her termination of Employment as specified in Sections 6 and 7.

Termination by Employee with Good Reason. Employee may terminate his employment with the Company for Good Reason. In the event Employee’s employment with is terminated by Employee for Good Reason by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason (which notice must be given no later than ninety (90) days after the initial occurrence of such event). During such thirty (30) day notice periodReason, the Company shall have a cure right (if curable), and if not cured within such period, Employee’s termination will be effective upon the expiration of such cure period, and then Employee shall be entitled toto receive: (i) The Accrued Obligations; and (ii) Any unpaid Annual Bonus Subject to the limitations set forth in respect Section 12(b): (A) if, during the Term of any completed fiscal year that has ended Employment, and prior to the date occurrence of a Change in Control, Employee terminates Employee’s employment for Good Reason, provided that Employee satisfies the Release Requirement, then the Company shall pay Employee, within sixty (60) days after such termination with such amount determined based date, or, to the extent required by Section 409A of the Code, on actual performance during such fiscal year the first day of the seventh month following the Release Delivery Date, as determined by a severance payment for services previously rendered to the Compensation Committee; and (iii) A Company, a lump sum cash payment equal to eighteen (18) times months of Employee’s Base Salary (without regard to any decrease in the “applicable percentage” rate of Employee’s Base Salary following the monthly COBRA premium cost applicable event(s) giving rise to Employee if Employee (or his dependents) were to elect COBRA coverageGood Reason). In addition, or similar coverage as provided by similar state law, in connection with upon such termination, (for purposes hereof, the “applicable percentage” shall be the percentage a pro-rated portion of Employee’s health care premium costs covered by then-outstanding Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards shall vest and be paid (in cash and/or shares of Common Stock, as applicable), in accordance with their terms; or (B) if a Change in Control occurs during the Term of Employment and, within twenty-four (24) months after the effective date of such Change in Control, Employee terminates Employee’s employment for Good Reason, provided that Employee satisfies the Release Requirement, then the Company shall pay Employee, within sixty (60) days after such termination date or, to the extent required by Section 409A of the Code, on the first day of the seventh month following the Release Delivery Date, a lump sum equal to twenty-four (24) months of Employee’s Annual Compensation (without regard to any decrease in the rate of Employee’s Annual Compensation made after the Change in Control). In addition, upon such termination, Employee’s then-outstanding Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards shall fully vest and be paid in a lump sum (to the extent permitted by Section 409A of the Code, at the same time as the Annual Compensation lump sum pursuant to the preceding sentence) equal to the cash value of the subject vested shares of Common Stock as of the effective date of termination). Any amounts payable to Employee under clause (i), (ii), or (iii) of this Section 8(e) shall be paid such Change in lump sum on the sixtieth (60th) day following the date of Employee’s termination of employment (the “Severance Benefits”), subject to Section 8(i) of this AgreementControl. Following such termination of by Employee’s employment by Employee for Good Reason, except as set forth in this Section 8(e7(e) and Section 7(g), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by Employee with Good Reason. Employee may terminate Employee’s employment during the Term with Good Reason by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason (which notice must be given no later than ninety (90) days after the initial occurrence of such event). During such thirty (30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Employee’s termination will be effective upon the expiration of such cure period, and and, subject to the terms of Section 8(h), Employee shall be entitled to: (i) The Accrued Obligations; and (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination with such amount determined based on actual performance during such fiscal year as determined by the Compensation Committee; and (iii) A lump sum cash payment equal to eighteen (18) times the “applicable percentage” of the monthly COBRA premium cost applicable to Employee if Employee (or his dependents) were to elect COBRA coverage, or similar coverage as provided by similar state law, in connection with such termination, (for purposes hereof, the “applicable percentage” shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination). Any amounts payable to Employee under clause (i), (ii), or (iii) of this Section 8(e) shall be paid in lump sum on the sixtieth (60th) day following the date of Employee’s termination of employment (the “Severance Benefits”)employment, subject to Section 8(i8(h) of this Agreement. Following such termination of Employee’s employment by Employee for with Good Reason, except as set forth in this Section 8(e), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by Employee with Good Reason. Employee may terminate Employee’s his employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason (Reason, which notice written notice, to be effective, must be given no later than ninety provided to the Company within sixty (9060) days after of the initial occurrence of such event). During such thirty (30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Employee’s termination will be effective upon the expiration of such cure period, and Employee shall be entitled to: (i) The Accrued Obligations; and (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination with such amount determined based on actual performance during such fiscal year as determined by the Compensation Committee; and (iii) A lump sum cash payment equal to eighteen (18) times the “applicable percentage” of the monthly COBRA premium cost applicable to Employee if Employee (or his dependents) were to elect COBRA coverage, or similar coverage same payments and benefits as provided by similar state law, in connection with such termination, (Section 7(d) hereof for purposes hereof, the “applicable percentage” shall be the percentage of Employee’s health care premium costs covered a termination by the Company as of the date of termination). Any amounts payable to Employee under clause (i), (ii), or (iii) of this Section 8(e) shall be paid in lump sum on the sixtieth (60th) day following the date of Employee’s termination of employment (the “Severance Benefits”)without Cause, subject to the same conditions on payment and benefits as described in Section 8(i8(d) of this Agreementhereof. Following such termination of Employee’s employment by Employee for with Good Reason, except as set forth in this Section 8(e), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits, subject to his execution of the Release of Claims, and the Accrued Obligations. In addition, the Severance Benefit set forth in Section 1(l)(i) shall be reduced dollar for dollar by any compensation Employee receives from another employer during the Severance Term with the exception of any compensation received from Harvard Vanguard for the continuation of the work referenced in Section 7 herein or for compensated service on any Board of Directors or the equivalent. Employee agrees to give prompt notice of any employment during the Severance term and promptly shall respond to any reasonable inquiries concerning her professional activities. If the Company makes overpayments of Severance benefits, Employee promptly shall return any such overpayments to the Company and/or hereby authorizes deductions from future Severance Benefit amounts. The foregoing shall not create any obligation on the Employee’s part to seek re-employment after the Date of Termination.