Resignation For Good Reason

Resignation For Good Reason. Means a Separation as a result of the Employee's resignation after one of the following conditions has come into existence without the Employee's consent: (i) A material reduction in the Employee's Base Salary; (ii) A change in the Employee's title or position with the Company that materially reduces the Employee's level of authority or responsibility; 6 (iii) A relocation of the Employee's principal workplace by more than 40 miles; or (iv) A material breach by the Company of its... obligations under this Agreement. A Resignation for Good Reason shall not be deemed to have occurred unless the Employee gives the Company written notice of the condition within 15 days after the condition comes into existence and the Company fails to remedy the condition within 15 days after receiving the Employee's written notice. View More

Resignation For Good Reason. After a Change in Control means, without the Participant's prior written consent: (i) a forced move to a location more than 60 miles from the Participant's place of business immediately prior to the Change in Control; or (ii) a material reduction in the Participant's base salary and/or annual incentive bonus target as compared to that in effect immediately prior to the Change in Control. The Participant may not resign for Good Reason without providing the Employer written notice of the grounds... that the Participant believes constitute Good Reason and giving the Employer at least 30 days after such notice to cure and remedy the claimed event of Good Reason. View More

Resignation For Good Reason. Resignation for "Good Reason" shall mean, without the express written consent of Executive, the occurrence of one of the following arising on or after the Effective Date, as determined in a manner consistent with Treasury Regulation Section 1.409A-1(n)(2)(ii): (i) a material reduction or change in Executive's title or job duties, responsibilities and requirements inconsistent with Executive's position with the Company and Executive's prior duties, responsibilities and requirements; (ii) any... reduction of Executive's then in effect Base Salary or Executive's Target Bonus as set forth in Sections 4 and 5 above; (iii) following a Change in Control, Executive not serving as the Chairman, President and CEO of the surviving entity to the Company; (v) any breach of this Agreement by Company. In the case of Executive's allegation of Good Reason, (i) Executive shall provide written notice to the Company of the event alleged to constitute Good Reason within 30 days after the initial occurrence of such event, and (ii) the Company shall have the opportunity to remedy the alleged Good Reason event within 30 days from receipt of notice of such allegation (the "Cure Period"). If not remedied within the Cure Period, Executive may submit a written notice of termination, provided that the notice of termination must be given no later than 180180 days after the expiration of the Cure Period; otherwise, Executive is deemed to have accepted such event, or the Company's remedy of such event, that may have given rise to the existence of Good Reason; provided, however, such acceptance shall be limited to the occurrence of such event and shall not waive Executive's right to claim Good Reason with respect to future similar events. View More

Resignation For Good Reason. A Separation from the Company as a result of your resignation within 60 days after one of the following conditions has come into existence without your consent: (i) A reduction in your base salary by more than 20% (other than as part of an across-the-board, proportional compensation reduction applicable to all executive officers); (ii) A material diminution of your authority, title, duties or responsibilities, provided that a mere change in title alone in connection with a Change of Control... shall not constitute a material diminution of your authority, duties or responsibilities; or (iii) A relocation of your principal workplace by more than 50 miles, where such relocation increases your one-way commute. A Resignation for Good Reason will not be deemed to have occurred unless you give the Company written notice of the condition or event within 60 days after the condition or event comes into existence or occurs, the Company fails to remedy the condition or event within 30 days after receiving your written notice, and you resign within 180 days after the initial occurrence of such condition or event. View More

Resignation For Good Reason. A Separation as a result of your resignation from employment after one of the following conditions has come into existence without your consent: (i) a substantial adverse change in the nature or scope of your responsibilities, authority, powers, functions or duties within or to the Company, (ii) a material reduction in your annual base salary from the base salary in effect immediately prior to the Change in Control, (iii) a substantial reduction in benefits other than across-the-board benefit... reductions similarly affecting all or substantially all management employees of the Company or (iv) your required relocation to offices more than fifty (50) miles from your principal place of business immediately prior to the Change in Control. In order to constitute a Resignation for Good Reason, you must give the Company written notice of the condition within 90 days after it comes into existence, the Company must fail to remedy the condition within 30 days after receiving your written notice and you must terminate your employment within 30 days after expiration of the cure period. View More

Resignation For Good Reason. Means voluntary termination by a Participant from all positions he or she then holds with the Company, effective within a period of ninety (90) days after the Participant provides written notice to the Company after the initial occurrence of one of the following actions taken without his or her written consent, which written notice must be provided within thirty (30) days after the initial occurrence of one of the following actions, and must reasonably specify the particulars of the action;... provided, however, that following the receipt of notice by the Company, the Company shall have a period of thirty (30) days during which to remedy the action giving rise to a Resignation for Good Reason and if such action is materially remedied by the Company during such period, no event giving rise to a right for a Resignation for Good Reason shall be deemed to have occurred: (i) the assignment to the Participant of any duties or responsibilities that results in a material diminution in the Participant's employment role in the Company as in effect immediately prior to the date of such actions; provided, however, that mere changes in the Participant's title or reporting relationships alone shall not constitute a basis for Resignation for Good Reason; (ii) a greater than ten percent (10%) aggregate reduction by the Company in the Participant's annual base salary (that is, a material reduction in base compensation), as in effect immediately prior to the date of such actions; or (iii) a non-temporary relocation of the Participant's business office to a location that increases Participant's one way commute by more than thirty-five (35) miles from Participant's primary work location at the time immediately prior to the date of such action. View More

Resignation For Good Reason. Executive's resignation from all positions Executive holds with the Company at such time, which resignation occurs within ninety (90) days following any of the following events taken without Executive's written consent, provided that Executive has given the Company written notice of such event within thirty (30) days after the first occurrence of such event and the Company has not cured such event, to the extent curable, within thirty (30) days thereafter: i.A material decrease in Executive's... base compensation (which includes Executive's base salary and target bonus); ii.A material diminution in Executive's authority, duties or responsibilities (including any change in Executive's position such that Executive is no longer employed in substantially the same position and with substantially the same level of authority, responsibilities or duties at the ultimate parent corporation in an affiliated group of companies); iii.A relocation of Executive's assigned office location to a facility which is more than fifty (50) miles from its current location and which materially increases Executive's one-way driving distance from Executive's principal personal residence to such office location at which Executive is required to perform services (except for required business travel to the extent consistent with Executive's prior business travel obligations); or iv.The material breach by the Company of this Agreement, the Prior Agreement or any other then current agreement under which Executive performs services for the Company. View More

Resignation For Good Reason. Means a Separation as a result of your resignation from the Company (or its successor, if applicable) only under the following conditions: (i) if there is a material adverse change in your position causing such position to be of materially reduced stature or responsibility, (ii) if there is a reduction in your base salary compensation or other benefits, or (iii) if you refuse to relocate to a facility or location more than 25 miles from the then current facility or location at which you provide... services; provided, however, that a Resignation for Good Reason shall not be deemed to have occurred unless (1) you shall have provided the Company with written notice of the condition within 30 days following the initial existence of such conditions, and the Company shall not have remedied such conditions within 30 days after such notice and (2) you resign within two years following the initial existence of the condition. View More

Resignation For Good Reason. Shall mean termination of Grantee of his employment with the Company for Good Reason. For purposes of this Agreement, the term "Good Reason" shall mean, when used in connection with the Grantee's separation from service with the Company, unless the Grantee shall have consented in writing thereto, (i) a material diminution in the Executive's base salary and target bonus percentage as of the date of this Agreement, (ii) a material reduction in his duties associated with his title as Vice... President and his role as Chief Commercial Officer as of the date of this Agreement, or (iii) a relocation of the Company's New York office ("New York Office") to more than 50 miles from the current location or the Grantee's current residence, or a reassignment of Executive's place of work from the New York Office to another office located more than 50 miles from the current location or the Grantee's current residence; provided, in each case, that within thirty (30) days following the initial occurrence of any of the events set forth herein, the Grantee shall have delivered written notice to the Company of his intention to terminate his employment for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to the Grantee's right to terminate employment for Good Reason, the Company shall not have cured such circumstances within thirty (30) days following the Company's receipt of such notice, and the Grantee's Separation from Service with the Company shall have occurred within seventy (70) days following the initial occurrence of the applicable event. View More

Resignation For Good Reason. A Participant's resignation from all positions the Participant then holds with the Company (or the Successor Corporation) and any Affiliate, resulting in a Separation from Service, within ninety (90) days following the occurrence of any of the following events taken without the Participant's written consent, provided the Participant has given the Company (or the Successor Corporation) written notice of the event within thirty (30) days after the first occurrence of such event and the Company... (or the Successor Corporation) has not cured such event, to the extent curable, within thirty (30) days thereafter: (i) An involuntary and material reduction of the Participant's position, duties and responsibilities; provided that neither (a) a mere change in title alone nor (b) reassignment upon or following a Change in Control to a position pursuant to which Participant is given substantially equivalent or comparable position, duties and responsibilities with respect to the entity, division or business unit that constitutes the Company's business following a Change in Control, but Participant is not given the same title, position, duties and responsibilities with respect to the entire Successor Corporation, shall, in and of itself, constitute a material reduction of the Participant's position, duties and responsibilities; (ii) A material reduction of the Participant's TCR (except an equal, across-the-board reduction in the TCR of all similarly-situated employees of the Company (or the Successor Corporation) that is approved by the Board or its successor-in-interest); (iii) The Company's (or the Successor Corporation's) relocation of the Participant's assigned office location that increases the Participant's one-way commute by more than fifty (50) miles as compared to the Participant's current office location (disregarding, for this purpose, any required or permitted remote work due to the impact of COVID-19 or another pandemic, endemic or similar occurrence in connection with which similar restrictions apply, or reestablishment of Participant's principal work location as in effect as of immediately prior to any such pandemic, endemic or similar occurrence and associated remote work arrangement); (iv) Any action or inaction that constitutes a material breach by the Company (or the Successor Corporation) of the terms of the Plan; or (v) Any failure by the Successor Corporation to expressly assume the Plan and all obligations under the Plan. View More