Termination for Good Reason Following a Change in Control Clause Samples

The 'Termination for Good Reason Following a Change in Control' clause allows an employee to resign and still receive certain severance benefits if specific negative changes to their employment occur after the company undergoes a change in control, such as a merger or acquisition. Typically, this clause defines what constitutes 'good reason,' which may include significant reductions in salary, job responsibilities, or relocation requirements imposed after the change in control event. Its core function is to protect employees from unfavorable employment changes resulting from new ownership or management, ensuring they are not forced to remain in a diminished role or accept worse terms without recourse.
Termination for Good Reason Following a Change in Control. For purposes of this subparagraph 3.c., Good Reason shall mean: (A) a reduction of either base salary or Executive’s target annual bonus, where the salary or annual target bonus are measured immediately prior to such reduction, as opposed to at the time of Executive’s execution of this Agreement; (B) a material reduction of Executive’s responsibilities, where such responsibilities are measured immediately prior to such reduction, as opposed to at the time of Executive’s execution of this Agreement; (C) Company’s material breach of this Agreement; (D) Company’s failure to obtain the agreement of any successor to honor the terms of this Agreement; or (E) A requirement that Executive’s primary work location be moved to a location that is greater than thirty-five straight line miles from Executive’s primary work location immediately prior to the imposition of such requirement.
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Termination for Good Reason Following a Change in Control. (a) The Employee shall have the right to terminate the Employee’s employment hereunder at any time for Good Reason within twelve (12) months following a Change in Control.
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Termination for Good Reason Following a Change in Control. If Executive terminates his employment for “Good Reason” on or within a period of two (2) years following a Change in Control, and the Good Reason Payout Trigger has been met, the Company shall: (1) pay Executive (in a single lump-sum payment in accordance with applicable law) any earned, but unpaid, Base Salary and accrued, but unused paid vacation to which he is entitled through the date of termination; (2) pay Executive an amount equal to 100%, multiplied by the sum of (A) the Base Salary (or, if higher, at the rate prior to a reduction referred to in Section 5(e)(iii) above) and (B) the Target Bonus (or, if higher, at the rate prior to a reduction referred to in Section 5(e)(iv) above), payable over the 18-month period immediately following the date of termination (such amount to be paid in equal installments on the Company’s regularly scheduled payroll dates), with the first payment, which shall be retroactive to the day immediately following the date Executive’s employment terminated, being due and payable on the Company’s next regular payday for executives that follows the expiration of thirty (30) days from the date Executive’s employment terminates; (3) cause all shares subject to any unvested Company stock options and all shares of Company restricted stock, restricted stock units or other awards to immediately vest and, in the case of awards requiring exercise or settlement, become immediately exercisable or settled, as applicable; provided, that with respect to equity awards that do not vest solely based on the passage of time, such equity awards will vest based on the assumption that “target” levels of performance have been achieved, unless otherwise specified in the applicable award agreement; (4) pay Executive an amount equal to the Target Bonus (or, if higher, at the rate prior to a reduction referred to in Section 5(e)(iv) above), pro-rated by multiplying the Target Bonus by the quotient obtained by dividing (i) the number of days during the fiscal year that Executive was in service through the date of termination by (ii) the total number of days in the fiscal year, payable in a lump sum on the Company’s next regular payday for executives that follows the expiration of thirty (30) days from the date Executive’s employment terminates; and (5) if Executive timely elects to continue his health coverage pursuant to COBRA following the termination of his employment, pay the monthly premiums for such coverage (including any premium for coverage o...
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Termination for Good Reason Following a Change in Control. If a Change in Control (within the meaning of the Plan) occurs and if, on or after the date of the Change in Control and before the Award becomes fully vested, the Participant’s employment with Idearc is terminated by the Participant for “good reason” (as defined below), then, at the time of such termination of employment, the Award (including the Participant’s PSU Account and the then outstanding Restricted Shares) will become fully vested. For the purposes hereof, the term “good reason” means (A) a material adverse change in the Participant’s status or position, including, without limitation, any material adverse change resulting from a diminution in the Participant’s position, duties, responsibilities or authority or the assignment to the Participant of duties or responsibilities that are materially inconsistent with the Participant’s status or position or, if applicable, a material breach by the Company of the Participant’s employment agreement; (B) a reduction in the Participant’s annual base salary or a failure to pay same; (C) a reduction in the Participant’s target incentive award opportunities, expressed as a percentage of the Participant’s base salary; (D) the relocation of the Participant’s principal place of employment by more than 50 miles from the then current location; or (E) at the time of a Change in Control, the successor or acquiring company fails or refuses to assume the obligations of the Company under this Agreement or, if applicable, the Participant’s employment agreement. In order to terminate employment for “good reason,” the Participant must provide written notice to the Company (or the successor or acquiring company) of the nature of the act or omission that the Participant deems to constitute good reason and provide the Company 30 days after receipt of such notice to review and, if required, correct the situation (and thus prevent the participant’s termination for good reason). The written notice of termination for good reason must be provided, if at all, within 90 days after the occurrence of the act or omission giving rise to such termination.
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Termination for Good Reason Following a Change in Control a. If a Change in Control occurs and, concurrently therewith or within two years thereafter, and in any case, during the term of this Agreement, an event constituting Good Reason also occurs with respect to the Executive, Executive may terminate this Agreement for Good Reason if the Bank or the Corporation, after 30 days’ written notice from Executive specifying the events constituting Good Reason, fails to cure the events constituting Good Reason. “Good Reason” shall mean: (i) the assignment to the Executive of duties materially inconsistent with the Executive’s position immediately prior to the Change in Control; (ii) a material reduction in salary or benefits, unless such occurs by reason of a reduction or change in such benefits for employees generally of the Bank or of the corporation which is the acquiring, resulting or successor corporation in the Change in Control (or an affiliate thereof); (iii) a reassignment which assigns full-time employment duties to Executive at a location that is more than fifty (50) miles from the location of Executive’s primary office location as of the date of the Change in Control without the Executive’s consent, or (iv) any other material breach or default by Bank or Corporation under any term or provision of this Agreement.
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Termination for Good Reason Following a Change in Control 
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Related to Termination for Good Reason Following a Change in Control

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events: (i) The Executive's death; (ii) If the Executive becomes permanently disabled within the meaning of, and begins actually to receive disability benefits pursuant to, the long-term disability plan in effect for, or applicable to, Executive immediately prior to the Change in Control; or

  • Termination of Employment Following a Change in Control Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.

  • Termination for Good Reason The Employee's employment may be terminated by the Employee for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:

  • Termination of Employment Following Change in Control (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, if at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c) of this Agreement; (ii) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; then, at the option of Executive, exercisable by Executive within ninety (90) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation and Bank and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following:

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If during the period commencing three (3) months before and ending twelve (12) months after a Change of Control, (1) Executive terminates his employment with the Company (or any Affiliate) for Good Reason or (2) the Company (or any Affiliate) terminates Executive’s employment for other than Cause, Executive becoming Disabled or Executive’s death, then, subject to Section 4, Executive will receive the following severance from the Company: