Voluntary Termination With Good Reason

Example Definitions of "Voluntary Termination With Good Reason"
Voluntary Termination With Good Reason. Shall mean Executive's voluntary resignation within sixty (60) days following the occurrence of any of the following actions without Executive's consent: (1) the material, involuntary reduction in Executive's title, responsibilities, authorities or functions as an employee of the Company as in effect immediately prior to a Change of Control (but not merely a change in title or reporting relationships), except in connection with the termination of Executive's employment for death, disability,... retirement, fraud, misappropriation, embezzlement or any other conduct listed under the definition of Cause; (2) a substantial reduction in Executive's level of compensation (including base salary, fringe benefits and target bonuses under any corporate-performance based bonus or incentive programs) by more than ten percent (10%), (3) a relocation of Executive's place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected without Executive's consent, (4) the imposition of business travel requirements substantially more demanding of Executive than such travel requirements existing immediately prior to the date of the Change of Control, (5) any material breach of any employment agreement between the Company and Executive, or (6) any failure by the Company to obtain the assumption of any material agreement, including this Agreement and the material provisions of any stock option grant, between Executive and the Company from any successor or assign of the Company following a Change of Control. Notwithstanding the foregoing, Executive must provide the Company with twenty (20) days advance written notice of Company's conduct giving rise to Good Reason (the "Cure Period") and during the Cure Period, the Company may attempt to rescind or correct the matter giving rise to Good Reason. If the Company does not rescind or correct the conduct giving rise 2. to Good Reason to Executive's reasonable satisfaction by the expiration of the Cure Period, Executive's employment will then terminate with Good Reason. View More Arrow
Found in OPLINK COMMUNICATIONS INC contract
Voluntary Termination With Good Reason. Shall mean Executive's voluntary resignation within sixty (60) days following the occurrence of any of the following actions without Executive's consent: (1) the material, involuntary reduction in Executive's title, responsibilities, authorities or functions as an employee of the Company as in effect immediately prior to a Change of Control such reduction (but not merely a change in title or reporting relationships), except in connection with the termination of Executive's employment for death,... disability, retirement, fraud, misappropriation, embezzlement or any other conduct listed under in the definition of Involuntary Termination without Cause as grounds for termination that would not result in an Involuntary Termination without Cause; (2) a substantial reduction in Executive's level of compensation (including base salary, fringe benefits and target bonuses under any corporate-performance based bonus or incentive programs) by more than ten percent (10%), (3) a relocation of Executive's place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected without Executive's consent, (4) the imposition of business travel requirements substantially more demanding of Executive than such travel requirements existing immediately prior to the date of the Change of Control, such imposition, (5) any material breach of any employment agreement between the Company and Executive, or (6) any failure by the Company to obtain the assumption of any material agreement, including this Agreement and the material provisions of any stock option grant, between Executive and the Company from any successor or assign of the Company following a Change of Control. Corporate Event. Notwithstanding the foregoing, Executive must provide the Company with twenty (20) days advance written notice of Company's conduct giving rise to Good Reason (the "Cure Period") and during the Cure Period, the Company may attempt to rescind or correct the matter giving rise to Good Reason. If the Company does not rescind or correct the conduct giving rise 2. to Good Reason to Executive's reasonable satisfaction by the expiration of the Cure Period, Executive's employment will then terminate with Good Reason. View More Arrow
Found in OPLINK COMMUNICATIONS INC contract
Voluntary Termination With Good Reason. Shall mean Executive's voluntary resignation within sixty (60) days following the occurrence of any of the following actions without Executive's consent: consent ("Good Reason"): (1) the material, involuntary reduction in Executive's title, responsibilities, authorities or functions as an employee of the Company as in effect immediately prior to a Change of Control (but not merely a change in title or reporting relationships), except in connection with the termination of Executive's employment... for death, disability, retirement, fraud, misappropriation, embezzlement or any other conduct listed under the definition of Cause; (2) a substantial reduction in Executive's level of compensation (including base salary, fringe benefits and target bonuses under any corporate-performance based bonus or incentive programs) by more than ten percent (10%), (10%) unless such reduction is part of a general reduction applicable to all of the executives of the Company, or (3) a relocation of Executive's regular place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected without Executive's consent, (4) the imposition of business travel requirements substantially more demanding of Executive than such travel requirements existing immediately prior to the date of the Change of Control, (5) any material breach of any employment agreement between the Company and Executive, or (6) any failure by the Company to obtain the assumption of any material agreement, including this Agreement and the material provisions of any stock option grant, between Executive and the Company from any successor or assign of the Company following a Change of Control. twenty-five (25) miles. Notwithstanding the foregoing, Executive must provide the Company with twenty (20) days advance written notice of Company's conduct giving rise to Good Reason prior to Executive's resignation as a Voluntary Termination With Good Reason (the "Cure Period") and during the Cure Period, the Company may attempt to rescind or correct the matter giving rise to Good Reason. If the Company does not rescind or correct the conduct giving rise 2. to Good Reason to Executive's reasonable satisfaction by the expiration of the Cure Period, Executive may then resign Executive's employment will then terminate with and to claim that such resignation is a Voluntary Termination With Good Reason. View More Arrow
Found in HEADWATERS INC contract
Voluntary Termination With Good Reason. Shall mean Executive's voluntary resignation within sixty (60) calendar days following the occurrence of any of the following actions without Executive's consent: consent ("Good Reason"): (1) the material, involuntary reduction in Executive's title, responsibilities, authorities or functions as an employee of the Company as in effect immediately prior to a Change of in Control (but not merely a change in title or reporting relationships), except in connection with the termination of Executive's... employment for death, disability, retirement, fraud, misappropriation, embezzlement or any other conduct listed under the definition of Cause; (2) a substantial reduction in Executive's level of compensation (including base salary, fringe benefits and target bonuses under any corporate-performance based bonus or incentive programs) by more than ten percent (10%), (10%) unless such reduction is part of a general reduction applicable to all of the executives of the Company, (3) a relocation of Executive's regular place of employment by more than fifty (50) sixty (60) miles, provided and only if such change, reduction or relocation is effected without Executive's consent, (4) the imposition of business travel requirements substantially more demanding of Executive than such travel requirements existing immediately prior to the date of the Change of in Control, (5) any material breach by the Company or its successor or assign of any employment agreement between the Company and Executive, or (6) any failure by the Company to obtain the assumption of any material agreement, including but not limited to this Agreement and the material provisions of any stock option incentive grant, between Executive and the Company from any successor or assign of the Company following a Change of in Control. Notwithstanding the foregoing, Executive must provide the Company with twenty (20) calendar days advance written notice of Company's conduct giving rise to Good Reason prior to Executive's resignation as a Voluntary Termination With Good Reason (the "Cure Period") and during the Cure Period, the Company may attempt to rescind or correct the matter giving rise to Good Reason. If the Company does not rescind or correct the conduct giving rise 2. to Good Reason to Executive's reasonable satisfaction by the expiration of the Cure Period, Executive may then resign Executive's employment will then terminate with and to claim that such resignation is a Voluntary Termination With Good Reason. View More Arrow
Found in HEADWATERS INC contract
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Voluntary Termination With Good Reason. For purposes of the Agreement, "Voluntary Termination with Good Reason" shall mean the termination by Executive of Executive's employment with the Company within forty-five (45) days following the occurrence of any of the following events without his/her consent, which is not cured by the Company, if curable, within 30 days as described below: (i) a material diminution in Executive's duties and responsibilities; (ii) the Company materially reduces the compensation or benefits to which... Executive is entitled as determined immediately prior to the Change in Control; (iii) a material breach of any one or more of the covenants of this Agreement by the Company; or (iv) if, as the result of a Change in Control (as defined below), the Company's headquarters offices are relocated to a location more than fifty miles away from their location prior to such Change in Control, necessitating Executive's relocation to such new headquarters location. Provided, however, that Executive must provide the Company with written notice within fifteen (15) days following the occurrence of an event or action constituting Good Reason and the Company shall have thirty (30) days following receipt of such notice to cure such event or action. View More Arrow
Found in Dresser-Rand Group Inc. contract
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