Resignation for good reason clause samples

“Good Reason” shall mean (i)the Executive ceases to be a member of the senior management of the Company, or (ii)the Company breaches any material provision of this Agreement. In the event of a resignation for Good Reason, Executive must provide the Company with a written “Notice of Resignation for Good Reason.” The “Notice of Resignation for Good Reason” shall include the specific reason that the Company’s act or failure to act has given rise to the Executive’s resignation for Good Reason in accordance with this Agreement.

(3)The Participant is offered immediate reemployment by a successor to the Company (or Parent, if applicable) or by a purchaser of the assets of the Company (or Parent, if applicable), as the case may be, following a Change in Control and the terms of such reemployment would not give rise to the employee’s right to a Resignation for Good Reason.For purposes of the foregoing, “immediate reemployment” means that the employee’s employment with such successor entity or asset purchaser, as the case may be, results in uninterrupted employment such that the employee does not incur a lapse in pay or benefits as a result of the Change in Control. For the avoidance of doubt, a Participant who becomes immediately reemployed as described in this Section 2(c)(3) by a successor to the Company (or Parent, if applicable) or by a purchaser of the assets of the Company (or Parent, if applicable), as the case may be, following a Change in Control shall continue to be a Participant following the date of such reemployment.

(3)The Participant transfers to a successor to the Company (or Parent, if applicable) or to a purchaser of the assets of the Company (or Parent, if applicable), as the case may be, and the terms of such transfer would not give rise to the Participant’s right to a Resignation for Good Reason.For purposes of the foregoing, “transfer” means either (1) the transfer of the Participant’s employment under the Transfer Regulations; or (2) that the Participant is offered immediate reemployment provided that that the Participant’s employment with such successor entity or asset purchaser, as the case may be, results in uninterrupted employment such that the Participant does not incur a lapse in pay or benefits as a result of the transfer. For the avoidance of doubt, a Participant who transfers as described in this Section 2(c)(3) to a successor to the Company (or Parent, if applicable) or to a purchaser of the assets of the Company (or Parent, if applicable), as the case may be, shall continue to be a Participant following the date of such transfer or reemployment.

Termination without “cause” or “resignation for good reason.” If we terminate his employment for any reason other than “cause” or he resigns for “good reason,” as defined in his employment agreement, Dr.Paya is entitled to (i)a lump sum severance payment equal to 12 months base salary, as in effect on the date of his termination or resignation, less applicable withholdings; (ii) 12 months accelerated vesting of outstanding and unvested equity awards issued to Dr.Paya pursuant to an equity incentive plan; (iii)with respect to equity awards granted to Dr.Paya prior to the date of his termination or resignation, the lapse of any reacquisition or repurchase rights we hold with respect to such equity awards for the portion of such equity awards as to which such reacquisition or repurchase rights would otherwise have lapsed during the 12 month period following the date of Dr.Paya’s termination or resignation; and (iv)if elected by Dr.Paya, payment or reimbursement of COBRA premiums through the earlier of 12 months from his termination or resignation date or the date he and his covered dependents, if any, become eligible for group health insurance through another employer.

(i) Voluntary Resignation for Good Reason. “Voluntary Resignation for Good Reason” means Executive’s resignation as a result of a Good Reason Condition in accordance with this subsection (i). In order for a resignation to constitute a Voluntary Resignation for Good Reason, Executive must provide written notice to the Company of the existence of the Good Reason Condition within thirty (30)days of the initial existence of such Good Reason Condition. Upon receipt of such notice of the Good Reason Condition, the Company will be provided with a period of thirty (30)days during which it may remedy the Good Reason Condition and not be required to provide for the payments and benefits described in Sections 4 or 5 as a result of such proposed resignation due to the Good Reason Condition specified in the notice. If the Good Reason Condition is not remedied within the period specified in the preceding sentence, Executive may resign for Good Reason based on the Good Reason Condition specified in the notice, provided that such resignation must occur within sixty (60)days after the initial existence of such Good Reason Condition.