Common use of Voluntary Termination for Good Reason Clause in Contracts

Voluntary Termination for Good Reason. Employee may terminate this Agreement and Employee’s employment for “Good Reason” upon providing written notice of such employment termination to the Company. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without Cause, unless the Company has Employee’s prior written consent: (i) Employee is removed from his position specified in Section 1, above, and is not placed in a reasonably comparable or higher position; (ii) an unreasonable reduction in the duties defined in Section 1, above, provided, however, that the term Good Reason does not include a situation where duties defined in Section 1, above, are removed from Employee’s responsibilities and are replaced with duties that have greater responsibility and/or authority than the duties that are removed; (iii) Employee is demoted or his annual salary is reduced or his benefits and annual compensation package is materially reduced; (iv) Employee is required to relocate outside of Los Angeles County to continue employment; or (v) Employee’s employment conditions are altered to the material detriment of Employee. Voluntary termination will not be considered to be for Good Reason unless (i) Employee gives written notice of such termination to the Company within ninety (90) days of learning from an authoritative source that the Company has acted so as to provide Good Reason for Employee to terminate this Agreement, (ii) Employee gives ninety (90) days’ written notice of such termination to the Company, specifying in detail the actions that constitute Good Reason, and (iii) the Company does not cure the actions that would constitute Good Reason within ninety (90) days of its receipt of the notification.

Voluntary Termination for Good Reason. Employee may terminate this Agreement and Employee’s employment for “Good Reason” upon providing written notice of such employment termination to the Company. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without Cause, unless the Company has Employee’s prior written consent: (i) Employee is removed from his position specified in Section 1, above, and is not placed in a reasonably comparable or higher position; (ii) an unreasonable reduction in the duties defined in Section 1, above, provided, however, that the term Good Reason does not include a situation where duties defined in Section 1, above, are removed from Employee’s 's responsibilities and are replaced with duties that have greater responsibility and/or authority than the duties that are removed; (iii) Employee is demoted or his annual salary is reduced or his benefits and annual compensation package is materially reduced; (iv) Employee is required to relocate outside of Los Angeles County to continue employment; or (v) Employee’s employment conditions are altered to the material detriment of Employee. Voluntary termination will not be considered to be for Good Reason unless (i) Employee gives written notice of such termination to the Company within ninety (90) days of learning from an authoritative source that the Company has acted so as to provide Good Reason for Employee to terminate this Agreement, (ii) Employee gives ninety (90) days’ ' written notice of such termination to the Company, specifying in detail the actions that constitute Good Reason, and (iii) the Company does not cure the actions that would constitute Good Reason within ninety (90) days of its receipt of the notification.

Voluntary Termination for Good Reason. Employee may terminate this Agreement and Employee’s his employment at any time during the Term for “Good Reason” upon providing as of a date at least 30 days after the date a written notice of such employment termination is delivered by Employee to the CompanyEmployer. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following be deemed to exist if, and only if, without Cause, unless the Company has Employee’s prior express written consent: : (i) Employer shall assign to Employee is removed from his position specified duties or responsibilities that are inconsistent in Section 1any material and adverse respect with Employee’s current duties, aboveresponsibilities, or status with Employer (including any material and is not placed adverse diminution of such duties or responsibilities), or a material and adverse change in a reasonably comparable or higher position; the officer titles Employee holds with Employer; (ii) an unreasonable reduction in Employer shall reduce the duties defined in Section 1Base Salary of Employee, above, provided, however, that the term Good Reason does not include a situation where duties defined in Section 1, above, are removed from Employee’s responsibilities or materially reduce his fringe benefits and are replaced with duties that have greater responsibility and/or authority than the duties that are removed; perquisites; (iii) Employer shall require Employee is demoted to relocate his principal business office or his annual salary is reduced principal place of residence outside the Chicago metropolitan area, or his benefits and annual compensation package is materially reducedassign to Employee duties that would reasonably require such relocation; or (iv) Employee is required Employer shall terminate, reduce or limit Employee’s participation in any bonus or incentive arrangement, Benefit Plan or Insurance Plan relative to relocate outside the level of Los Angeles County participation of other senior executives of similar rank, based upon an arbitrary decision of Employer rather than a decision reasonably related to continue employment; or (v) the level of job performance of Employee, and only to such an extent as to materially reduce the aggregate value of Employee’s incentive compensation and benefits below their aggregate value as of the date hereof. A termination of Employee’s employment conditions are altered to the material detriment of Employee. Voluntary termination will not be considered to be for Good Reason unless (i) Employee gives shall be effectuated by giving Employer written notice of such the termination to the Company within ninety sixty (9060) days of learning from an authoritative source the event constituting Good Reason, setting forth in reasonable detail the specific conduct of Employer that the Company has acted so as to provide constitutes Good Reason and the specific provisions of this Agreement on which Employee relies. Notwithstanding anything herein to the contrary, if Employee shall terminate his employment for Good Reason, Employer shall pay to Employee his accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination or the date immediately prior to terminate this Agreement, Employer’s actions described in subsections (ii) Employee gives ninety and (90iv) days’ written notice above, whichever is greater) through the date of such termination termination, the Pro-Rated Bonus and the Severance Benefits on the same terms and subject to the Company, specifying same conditions as described in detail the actions that constitute Good Reason, and (iii) the Company does not cure the actions that would constitute Good Reason within ninety (90) days of its receipt of the notificationParagraph 5(b).

Voluntary Termination for Good Reason. Employee Executive may terminate this Agreement and Employee’s Executive's employment for “Good Reason by giving written notice to the Supervisor at least thirty (30) days prior to the termination date, and specifying the events or circumstances that Executive believes constitute Good Reason” upon providing written . Within ten (10) business days following Supervisor's receipt of Executive's notice of such employment termination pursuant to this clause (f), Supervisor, on behalf of the Board of Directors of DRMS, may (as the exclusive method for contesting the existence of Good Reason) give Executive notice stating that DRMS does not agree that Good Reason exists, in which event the existence or non-existence of Good Reason shall be determined by arbitration under Section 11. If DRMS does not contest the existence of Good Reason, or if it is decided in arbitration pursuant to Section 11 that Good Reason existed, Executive shall be entitled to the Company. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without Cause, unless the Company has Employee’s prior written consent: payments: (i) Employee is removed from his position specified in Section 1all amounts accrued and unpaid to Executive through the termination date, aboveincluding but not limited to unpaid Base Salary, earned but unpaid bonuses (if any), accrued but unpaid holiday pay, and is not placed in a reasonably comparable or higher positionaccrued but unused vacation time); and (ii) an unreasonable reduction in the duties defined Severance Benefit as described in Section 1, above, provided, however, that the term Good Reason does not include a situation where duties defined in Section 1, above, are removed from Employee’s responsibilities and are replaced with duties that have greater responsibility and/or authority than the duties that are removed; (iii8(h) Employee is demoted or his annual salary is reduced or his benefits and annual compensation package is materially reduced; (iv) Employee is required to relocate outside of Los Angeles County to continue employment; or (v) Employee’s employment conditions are altered to the material detriment of Employee. Voluntary termination will not be considered to be for Good Reason unless (i) Employee gives written notice of such termination to the Company within ninety (90) days of learning from an authoritative source that the Company has acted so as to provide Good Reason for Employee to terminate this Agreement, (ii) Employee gives ninety (90) days’ written notice of such termination to the Company, specifying in detail the actions that constitute Good Reason, below and (iii) Deemed Bonus as described in Section 8(i) below. Following the Company does not cure Supervisor's receipt of Executive's notice of termination, DRMS may elect to have Executive cease performance of services hereunder either immediately or at another date prior to the actions termination date, in which event the termination date shall be the earlier of thirty (30) days from the date of such receipt or the termination date set forth in Executive's notice of termination. If DRMS contests the existence of Good Reason, it shall nonetheless pay the amounts required in Section 8(f)(i) above pending the outcome of arbitration. If it is decided in arbitration pursuant to Section 11 that would constitute Good Reason within ninety (90did not exist, Executive's termination shall be considered a voluntary termination without Good Reason and amounts paid under Section 8(f)(i) days of its receipt of the notificationshall be satisfaction in full for amounts due under Section 8(g).