Good Reason

Good Reason. For termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent) consent which specifically references this Agreement) after any Change in Control, or prior to a Change in Control under the circumstances described in the second sentence of Section 6.1 hereof (treating all references in paragraphs (I) through (VII) below to a "Change in Control" as references to a "Potential Change in Control"), of any one of the following... acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (i), (v) or (vi) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) (I) a material diminution in the Executive's authority, title, duties, or responsibilities or the assignment to the Executive of any duties or responsibilities that are materially and adversely inconsistent with the Executive's status as a senior executive officer of the Company or a substantial adverse alteration in the nature or status of the Executive's responsibilities from those in effect immediately prior to the Change in Control; (ii) including, without limitation, any such material diminution or assignment attributable to the Executive no longer being employed by a public company; (II) a reduction of ten percent (10%) or more by the Company in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) (III) the relocation of the Executive's principal place of employment to a location more than 50 fifty (50) miles from the Executive's principal place of employment immediately prior to the Change in Control or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) the failure by the Company obligations prior to pay to the Executive any portion of the Executive's current compensation, or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (v) event; (IV) the failure by the Company to continue in effect any plan, including but not limited to incentive compensation plan and bonus plans, in which the Executive participates immediately prior to the Change in Control which is material to the Executive's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both favorable in terms of compensation opportunity ("materially less favorable" shall be a reduction of ten percent (10%) or more in the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, compensation opportunity), as existed immediately prior to the Change in Control; or (vi) Control except for across-the-board compensation plan reductions similarly affecting all senior executive officers of the Company; (V) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, savings, retirement, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company), Control, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits (a "material reduction" shall be a reduction of ten percent (10%) or more in the value of the aggregate benefits), or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure Control except for across-the-board benefit reductions similarly affecting all senior executive officers of the; (VI) a material breach by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the Company's normal vacation policy in effect at the time its obligations under this Agreement; or (VII) any purported termination of the Change Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7.1 hereof; for purposes of this Agreement, no such purported termination shall be effective; or (VIII) failure of the Company to obtain assumption and agreement by a successor of the Company to perform this Agreement as provided in Control. Section 11.1. The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. In no event will the Executive have Good Reason to terminate employment unless such act or failure to act results in a material negative change to the Executive's employment that has not been cured within 30 days after a Notice of Termination is delivered by the Executive to the Company. The Executive must also provide notice to the Company of the Good Reason condition within ninety (90) days of the initial existence of such condition. View More

Good Reason. For termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent) after any Change in Control, of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (i), (v) (iii), (iv) or (vi) (vii) below, such act or failure to act is corrected prior within thirty (30) calendar days after the Company's receipt of written notice thereof... given by the Executive within thirty (30) calendar days of such act or failure to the Date of Termination specified in the Notice of Termination given in respect thereof: act: (i) the assignment to the Executive of any duties inconsistent with the Executive's status as a senior executive officer of or position in the Company immediately prior to the Change in Control, or a substantial adverse alteration in the nature nature, status or status scope of the Executive's responsibilities or authority from those in effect his responsibilities or authority immediately prior to the Change in Control; Control, or a reduction in his title; (ii) a reduction by the Company in the Executive's annual base salary as in effect on the date hereof of this Agreement or as the same may be increased from time to time; (iii) a significant reduction in compensation, benefits or reimbursements provided under any employment, compensation, employee benefit or reimbursement plan or program in which the Executive is a participant which is not replaced with substantially equivalent compensation, benefits or reimbursements under another plan, program or arrangement at substantially the same cost (if any) to the Executive; (iv) the Company fails to pay or provide any amount or benefit that the Company is obligated to pay or provide under this Agreement or any other employment, compensation, benefit or reimbursement plan, agreement or arrangement of the Company to which the Executive is a party or in which the Executive participates; (v) the Company fails to pay the Executive a bonus, for each fiscal year of Employer that terminates following a Change in Control and during the Term, at least equal to 80% of the Applicable Average Bonus; (vi) the relocation of the Executive's principal place of employment to a location which increases the Executive's one-way commuting distance by more than 50 miles from the Executive's principal place of employment immediately prior to the Change in Control 40 miles, or the Company's requiring the Executive to be based anywhere travel on business other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) the failure by the Company to pay to the Executive any portion of the Executive's current compensation, or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (v) the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control which is material to the Executive's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately obligations prior to the Change in Control; (vii) a significant adverse change occurs, whether of a quantitative or (vi) qualitative nature, in the failure by the Company indemnification protection provided to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any for acts and omissions arising out of the Company's pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all senior executives his service on behalf of the Company and all senior executives of or any Person in control other entity at the request of the Company), Company; or (viii) The Company fails to obtain the taking assumption of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company this Agreement pursuant to provide the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the Company's normal vacation policy in effect at the time of the Change in Control. Section 9.1. The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. View More

Good Reason. For termination a Separation from Service by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent) after any Change in Control, of any one of the following acts by the Company, or failures by the Company to act, unless, in if the case of any Executive notifies the Company that such act or failure to act described has occurred within 90 days of the initial occurrence of such act or failure to act (which notification may but need... not be in paragraph (i), (v) the form of a Notice of Termination given in respect of such act or (vi) below, failure to act), and if such act or failure to act is not corrected prior to within 30 days after the Date of Termination specified in Executive so notifies the Notice of Termination given in respect thereof: (i) Company: (I) the assignment to the Executive of any duties materially inconsistent with the Executive's status as a senior an executive officer of the Company Company, or a substantial material adverse alteration in the nature or status of the Executive's responsibilities from those in effect immediately prior to the Change in Control; (ii) (II) a reduction by the Company in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) time, by five percent (5%) or more or by $20,000 or more; (III) the relocation of the Executive's principal place of employment to a location more than 50 miles from the Executive's principal place of employment immediately prior to the Change in Control Control, provided that such relocation increases the Executive's round trip commuting time by 25% or more, or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) the failure by the Company to pay to the Executive (IV) any portion termination of the Executive's current compensation, or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (v) the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control which is material to the Executive's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control; or (vi) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company), the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the Company's normal vacation policy in effect at the time of the Change in Control. The Executive's right to terminate the Executive's employment for Good Reason shall Cause which is not be affected by effected pursuant to a Notice of Termination satisfying the Executive's incapacity due to physical or mental illness. requirements of Section 7.1 hereof. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. View More

Good Reason. Will mean, without your Without the Employee's consent, the occurrence of any one or more of the following during the Term: (i) following: i. a material diminution in your Employee's authority, duties or responsibilities; (ii) ii. any material breach of this agreement by the Corporation or of any material obligation of any member of the Manpower Group ManpowerGroup for the payment or provision of compensation or other benefits to you; (iii) Employee; iii. a material diminution in your Employee's base salary or a failure by the Manpower Group ManpowerGroup to provide an arrangement for you Employee for any fiscal year of the Manpower Group ManpowerGroup giving you Employee the opportunity to earn an incentive bonus for such year; (iv) your iv. Employee's being required by the Corporation to materially change the location of your his principal office; provided such new location is one in excess of fifty miles from the location of your Employee's principal office before such change; or (v) v. a material diminution in your Employee's annual target bonus opportunity for a given fiscal year within two years after the occurrence of a Change of Control, as compared to the annual target bonus opportunity for the fiscal year immediately preceding the fiscal year in which a Change of Control occurred. Notwithstanding Subsections 1(c)(i) – (v) the provisions above, Good Reason does not exist unless (i) you object Employee objects to any material diminution or breach described above by written notice to the Corporation within twenty (20) business days after such diminution or breach occurs, (ii) the Corporation fails to cure such diminution or breach within thirty (30) days after such notice is given and (iii) your Employee's employment with the Manpower Group ManpowerGroup is terminated by you Employee within ninety (90) days after such diminution or breach occurs. occurs View More

Good Reason. Will mean, without your consent, the occurrence of any one or more of the following during the Term: (i) a material diminution in your authority, duties or responsibilities; (ii) any material breach of this agreement by the Corporation or of any material obligation of any member of the Manpower Group Consolidated ManpowerGroup for the payment or provision of compensation or other benefits to you; (ii) a material diminution in your base salary; (iii) a material diminution in your base salary authority, duties or responsibilities, accompanied by a failure by the Manpower Group to provide an arrangement material reduction in your target bonus opportunity for you for any a given fiscal year (as compared to the prior fiscal year), except where all senior level executives have similar proportionate reductions in their target bonus percentages; (iv) a material diminution in your authority, duties or responsibilities which is not accompanied by a material reduction in your target bonus opportunity but which diminution occurs within two years after the occurrence of a Change of Control; (v) a material reduction in your annual target bonus opportunity for a given fiscal year (as compared to the Manpower Group giving you prior fiscal year) which is not accompanied by a material diminution in your authority, duties or responsibilities, but which reduction occurs within two years after the opportunity to earn an incentive bonus for such year; (iv) occurrence of a Change of Control; or (vi) your being required by the Corporation to materially change the location of your principal office; provided such new location is one in excess of fifty miles from the location of your principal office before such change; or (v) a material diminution in your annual target bonus opportunity for a given fiscal year within two years after the occurrence of a Change of Control, as compared to the annual target bonus opportunity for the fiscal year immediately preceding the fiscal year in which a Change of Control occurred. change. Notwithstanding Subsections 1(c)(i) 1(d)(i) – (v) (vi) above, Good Reason does not exist unless (i) you object to any material diminution or breach described above by written notice to the Corporation within twenty (20) business days after such diminution or breach occurs, (ii) the Corporation fails to cure such diminution or breach within thirty (30) days after such notice is given and (iii) your employment with the Manpower Group Consolidated ManpowerGroup is terminated by you within ninety (90) days after such diminution or breach occurs. Further, notwithstanding Subsections 1(d)(vi) above, Good Reason does not exist if, at a time that is not during a Protected Period or within two years after the occurrence of a Change of Control, the Corporation's Chief Executive Officer, in good faith and with a reasonable belief that the reassignment is in the best interest of the Consolidated ManpowerGroup, reassigns you to another senior executive level position in the Consolidated ManpowerGroup provided that your base compensation (either base salary or target bonus opportunity for any year ending after the date of reassignment) is not less than such base salary or target bonus opportunity in effect prior to such reassignment for the year in which such reassignment occurs. View More

Good Reason. Will mean, without your consent, the occurrence of any one or more of the following during the Term: (i) a material diminution in your authority, duties or responsibilities; (ii) any material breach of this agreement by the Corporation or of any material obligation of any member of the Manpower Group Consolidated ManpowerGroup for the payment or provision of compensation or other benefits to you; (ii) a material diminution in your base salary; (iii) a material diminution in your base salary authority, duties or responsibilities, accompanied by a failure by the Manpower Group to provide an arrangement material reduction in your target bonus opportunity for you for any a given fiscal year (as compared to the prior fiscal year), except where all senior level executives have similar proportionate reductions in their target bonus percentages; (iv) a material diminution in your authority, duties or responsibilities which is not accompanied by a material reduction in your target bonus opportunity but which diminution occurs within two years after the occurrence of the Manpower Group giving you the opportunity to earn an incentive bonus for such year; (iv) your being required by the Corporation to materially change the location a Change of your principal office; provided such new location is one in excess of fifty miles from the location of your principal office before such change; or Control; (v) a material diminution reduction in your annual target bonus opportunity for a given fiscal year (as compared to the prior fiscal year) which is not accompanied by a material diminution in your authority, duties or responsibilities, but which reduction occurs within two years after the occurrence of a Change of Control, as compared to the annual target bonus opportunity for the fiscal year immediately preceding the fiscal year in which a Change of Control occurred. Control. Notwithstanding Subsections 1(c)(i) 1(d)(i) – (v) above, Good Reason does not exist unless (i) you object to any material diminution or breach described above by written notice to the Corporation within twenty (20) business days after such diminution or breach occurs, (ii) the Corporation fails to cure such diminution or breach within thirty (30) days after such notice is given and (iii) your employment with the Manpower Group Consolidated ManpowerGroup is terminated by you within ninety (90) days after such diminution or breach occurs. View More

Good Reason. Means For purposes of this Agreement, "Good Reason" means Executive's termination of employment resignation within ninety (90) thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence, without Executive's consent, occurrence of one or more of the following: following, without Executive's consent: (i) A a material reduction of Executive's duties, authority authority, duties or responsibilities, relative to unless Executive is provided with a... comparable position; for purposes of clarification, should the Company be acquired and made part of a larger entity, whether as a subsidiary, business unit or otherwise and Executive by virtue of such event, experiences a material reduction of Executive's duties, authority authority, duties or responsibilities (for example, but not by way of limitation, if the Chief Executive Officer of the Company remains the Chief Executive Officer of the Company following an acquisition where the Company becomes a wholly owned subsidiary of the acquirer, but is not made the Chief Executive Officer of the acquiring corporation), such material diminution will constitute "Good Reason" under this subsection; provided, however, a reduction in authority, duties, or responsibilities solely by virtue of the Company becoming privately held pursuant to a transaction or Company action(s) endorsed by a majority of the members of the Board (as, for example, when the Chief Executive Officer of the Company remains as such following the Company becoming privately held, but is not the Chief Executive Officer of a publicly traded Company) will not constitute "Good Reason"; (ii) a material reduction by the Company (or its successor) in Executive's base compensation as in effect immediately prior to such reduction; (ii) A material reduction in Executive's reduction, unless the Company also similarly reduces the base compensation (except where there is of all other executives of the Company; or (iii) a reduction applicable to all similarly situated executive officers generally); (iii) A material change in the geographic location of Executive's primary work facility or location; provided, that a relocation of fifty (50) miles or less than thirty-five (35) miles from Executive's then-present then present location, to Executive's home as his primary work location location, being required to work remotely from home during the COVID-19 pandemic or any similar outbreak of infectious disease, or the return to work thereafter at the office where Executive was assigned as of the start of such remote work, will not be considered a material change in geographic location; or (iv) A material breach by location. In order for an event to qualify as Good Reason, Executive must not terminate employment with the Company of a material provision of this Agreement. Executive will not resign for Good Reason without first providing the Company with written notice within sixty (60) days of the event that Executive believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason "Good Reason" within ninety (90) days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of not less than thirty (30) days following the date of such notice during which notice, and such condition grounds must not have been cured. cured during such time. Any resignation for Good Reason must occur within two (2) years of the initial existence of the acts or omissions constituting the grounds for "Good Reason". View More

Good Reason. Means Good Reason" means Executive's termination of employment within ninety (90) thirty (30) days following the expiration of any cure period (discussed below) following the occurrence, without Executive's consent, occurrence of one or more of the following: following, without Executive's consent: (i) A material reduction of Executive's duties, authority or responsibilities, relative to Executive's duties, authority or responsibilities in effect immediately prior to such reduction; provided,... however, that a reduction in duties, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Executive Officer of the Company remains as such following a change of control but is not made the Chief Executive Officer of the acquiring corporation) will not constitute Good Reason; (ii) A material reduction in Executive's base compensation Base Salary (except where there is a reduction applicable to all similarly situated executive officers generally); provided, that a reduction of less than ten percent (10%) will not be considered a material reduction in Base Salary; (iii) A material change in the geographic location of Executive's primary work facility or location; provided, that a relocation of less than thirty-five (35) fifty (50) miles from Executive's then-present work location will not be considered a material change in geographic location; or (iv) A material breach by the Company of a material provision of this Agreement. Executive will not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for Good Reason within sixty (60) days of the event that Executive believes constitutes "Good Reason" specifically identifying the acts or omissions constituting initial existence of the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of the Company receives such notice during which such condition must not have been cured. View More

Good Reason. Means Executive's termination of employment within ninety (90) days following the expiration of any cure period (discussed below) following the occurrence, without Executive's consent, of one or more of the following: (i) A material reduction of Executive's duties, authority or responsibilities, relative to Executive's duties, authority or responsibilities in effect immediately prior to such reduction; (ii) i. A material reduction in Executive's base compensation (except where there is a... reduction applicable to all similarly situated executive officers generally); (iii) A material change in the geographic location of Executive's primary work facility or location; provided, that a relocation reduction of less than thirty-five (35) miles from Executive's then-present work location ten percent (10%) will not be considered a material change reduction in geographic location; base compensation; or (iv) ii. A material breach by the Company of a material provision of this Agreement. Executive will not resign for Good Reason without first providing the Company with written notice within sixty (60) days of the event that Executive believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice during which such condition must not have been cured. View More

Good Reason. For purposes of this Agreement, Executive shall have 'Good Reason' "Good Reason" for resignation from employment with the Company if any either of the following actions are taken by the Company without Executive's prior written consent: (i) (a) a material reduction in Executive's Base Salary, unless pursuant to a salary reduction program applicable generally to the Company's senior executives and in no greater percentage than the average reduction across all senior executives; (ii) or (b) a... material reduction in diminution of Executive's authority, duties (including responsibilities and/or authorities), or responsibilities; provided, however, that a change in job Executive's position (including following a change Change in title) Control shall not be deemed constitute Good Reason so long as Executive retains substantially the same duties and responsibilities of a 'material reduction' division, subsidiary or business unit that constitutes substantially the same business of the Company following the Change in and of itself unless Executive's new duties are materially reduced from Control; or (c) the prior duties; or (iii) relocation of Executive's the principal place of employment the Company's business to a place location that increases Executive's one-way commute by is more than fifty (50) miles as compared to Executive's then-current from its present location (other than a relocation which reduces the distance between the Company's principal place of employment immediately prior to such relocation. business and Executive's then residence). In order for Executive to resign for Good Reason, each of the following requirements must be met: (iv) (a) Executive must provide written notice to the Company's Chief Executive Officer Board within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive's resignation, (v) resignation; (b) Executive must allow the Company at least 30 days from receipt of such written notice to cure such event, (vi) event; (c) such event is not reasonably cured by the Company within such 30 day period (the 'Cure Period'), "Cure Period"); and (vii) (d) Executive must resign from all positions Executive then holds with the Company not later than 30 days after the expiration of the Cure Period. Period View More

Good Reason. For purposes of this Agreement, Executive shall have 'Good Reason' "Good Reason" for resignation from employment with the Company if any of the following actions are taken by the Company without Executive's prior written consent: (i) a material reduction in Executive's Base Salary, unless pursuant to a salary reduction program applicable 6. generally to the Company's senior executives; or (ii) a material reduction in Executive's duties (including responsibilities and/or authorities), provided,... however, that a change in job position (including a change in title) or reporting line shall not be deemed a 'material reduction' "material reduction" in and of itself unless Executive's new duties are materially reduced from the prior duties; or (iii) relocation of Executive's principal place of employment to a place that increases Executive's one-way commute by more than fifty (50) miles as compared to Executive's then-current principal place of employment immediately prior to such relocation. duties. In order for Executive to resign for Good Reason, each of the following requirements must be met: (iv) (iii) Executive must provide written notice to the Company's Chief Executive Officer Company within 30 calendar days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive's resignation, (v) (iv) Executive must allow the Company at least 30 calendar days from receipt of such written notice to cure such event, (vi) (v) such event is not reasonably cured by the Company within such 30 calendar day period (the 'Cure Period'), "Cure Period"), and (vii) (vi) Executive must resign from all positions Executive then holds with the Company and its affiliates not later than 30 calendar days after the expiration of the Cure Period. View More

Good Reason. For purposes of this Agreement, Executive shall have 'Good Reason' "Good Reason" for resignation from employment with the Company if any of the following actions are taken by the Company or a successor corporation or entity without Executive's prior written consent: (i) (a) a material reduction in Executive's base salary, which the Parties agree is a reduction of at least 10% of Executive's Base Salary, unless Salary (unless pursuant to a salary reduction program applicable generally to the... Company's senior executives; (ii) similarly situated employees); (b) a material reduction in Executive's duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a 'material reduction' "material reduction" in and of itself unless Executive's new duties are materially reduced from the prior duties; or (iii) (c) relocation of Executive's principal place of employment to a place that increases Executive's one-way commute by more than fifty (50) thirty-five (35) miles as compared to Executive's then-current principal place of employment immediately prior to such relocation. In order for Executive to resign for Good Reason, each of the following requirements must be met: (iv) Executive must provide written notice to the Company's Chief Executive Officer Board within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive's resignation, (v) Executive must allow the Company at least 30 days from receipt of such written notice to cure such event, (vi) and if such event is not reasonably cured by the Company within such 30 day period (the 'Cure Period'), and (vii) period, Executive must resign from all positions Executive then holds with the Company not later than 30 days after the expiration of the Cure Period. cure period. View More

Good Reason. For the sole purpose of determining Executive's right to severance payments and benefits as described above, Executive's resignation will be for with "Good Reason" if Executive resigns within ninety (90) days after any of the following events, unless Executive consents in writing to the applicable event: (i) a decrease reduction in Executive's Annual Base Salary or Target Annual Bonus, other than a reduction in Annual Base Salary of less than 10% that is implemented in connection with a... contemporaneous and proportional reduction in annual base salaries affecting all other senior executives of the Company, (ii) a material decrease in Executive's authority or areas of responsibility as are commensurate with Executive's title or position (other with the Company, (iii) the relocation of Executive's primary office to a location more than in connection with twenty-five (25) miles from the Executive's primary office as of the date of this Agreement (for the avoidance of doubt, other than a corporate transaction where Executive continues to hold his position with respect relocation of Executive's primary work location to the Company's business, substantially as such business exists prior to headquarters in the date of consummation of such corporate transaction, but does not hold such position with respect to the successor corporation), Boston, Massachusetts metropolitan area) or (iii) (iv) the Company's material breach of any a material agreement with the Executive. provision of this Agreement. Notwithstanding the foregoing, no Good Reason will have occurred unless and until until: (a) Executive has: (a) has provided the Company, within 60 sixty (60) days of Executive's knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written-notice written notice stating with reasonable specificity the applicable facts and circumstances underlying such finding of Good Reason; and (b) provided the Company with has had an opportunity to cure the same within 30 thirty (30) days after the receipt of such notice. notice; and (c) the Company shall have failed to so cure within such period. View More

Good Reason. (f) Good Reason. For the sole purpose of determining Executive's right to severance payments and benefits as described above, Executive's resignation will be for with "Good Reason" if Executive resigns within ninety (90) days after any of the following events, unless Executive consents in writing to the applicable event: (i) a decrease reduction in Executive's Annual Base Salary or Target Bonus, other than a reduction in Annual Base Salary of less than 10% that is implemented in connection with... a contemporaneous and proportional reduction in annual base salaries affecting all other senior executives of the Company, Salary, (ii) a material decrease in Executive's authority or areas of responsibility as are commensurate with Executive's title or position (other with the Company, (iii) the relocation of Executive's primary office to a location more than in connection with a corporate transaction where Executive continues to hold his position with respect to twenty-five (25) miles from the Company's business, substantially Executive's primary office as such business exists prior to of the date of consummation of such corporate transaction, but does not hold such position with respect to the successor corporation), this Agreement or (iii) (iv) the Company's material breach of any a material agreement with the Executive. provision of this Agreement. Notwithstanding the foregoing, no Good Reason will have occurred unless and until Executive has: (a) provided the Company, within 60 sixty (60) days of Executive's knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written-notice written notice stating with reasonable specificity the applicable facts and circumstances underlying such finding of Good Reason; and (b) provided the Company with an opportunity to cure the same within 30 thirty (30) days after the receipt of such notice. notice; and (c) the Company shall have failed to so cure within such period. View More

Good Reason. For the sole purpose of determining Executive's right to severance payments and benefits as described above, the Executive's resignation will be for "Good Reason" if the Executive resigns within ninety (90) days after any of the following events, unless Executive consents in writing to the applicable event: (i) a decrease material diminution in the Executive's responsibilities, authority and duties as an employee of the Company; (ii) a material reduction in Executive's Annual Base Salary or... Target Bonus, other Annual Bonus (other than as part of a general proportional reduction in Annual Base Salary for all senior executives); (iii) a requirement by the Company that the Executive relocate the Executive's principal location of less than 10% employment to a location that is implemented in connection with a contemporaneous and proportional reduction in annual base salaries affecting all other senior executives more than fifty (50) miles from the Executive's principal work location as of the Company, (ii) Effective Date; or (iv) a material decrease in Executive's authority or areas of responsibility as are commensurate with Executive's title or position (other than in connection with a corporate transaction where Executive continues to hold his position with respect to the Company's business, substantially as such business exists prior to the date of consummation of such corporate transaction, but does not hold such position with respect to the successor corporation), or (iii) the Company's material breach of any material agreement with the Executive. Employment Agreement by the Company. Notwithstanding the foregoing, no Good Reason will have occurred unless and until Executive has: (a) provided the Company, within 60 ninety (90) days of Executive's knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written-notice stating with reasonable specificity the applicable facts and circumstances underlying such finding of Good Reason; and (b) provided the Company with an opportunity to cure cure, and the Company has not cured, the same within 30 thirty (30) days after the receipt of such notice. notice; and (c) the terminates the Executive's employment within thirty (30) days after the end of the cure period. View More

Good Reason. Shall mean the occurrence of any of the following: (i) the assignment to the Executive of any position, authority, duties or responsibilities that are not materially consistent inconsistent with the Executive's position (including status, offices offices, titles and titles), reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a) of this Agreement, 3(a), or any other action by the Company or any Subsidiary which results in a material diminution in such... position, authority, duties or responsibilities, responsibilities (including, in connection with a Change of Control or other Corporate Transaction in which the Company's registered shares may cease to be publicly traded, Executive being assigned to any position (including offices, titles and reporting requirements), authority, duties or responsibilities that are not at or with the ultimate parent company engaged in the business of the successor to the Company or the corporation or other Entity surviving or resulting from such Corporate Transaction), excluding for this purpose any an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; provided that any alteration by the Company of Executive's position, authority, duties or responsibilities shall not constitute Good Reason if Executive continues to report directly to a Senior Vice President or Vice President); (ii) any material failure by the Company or any Subsidiary to comply with any of the provisions of this Agreement (including, without limitation, its obligations under Section 3(a)) or any other agreements between the Executive and the Company or any Subsidiary, 3(a)), other than any an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company, or a Subsidiary, as appropriate, promptly after receipt of notice thereof given by the Executive; (iii) any failure by the Company or any Subsidiary to continue to provide the Executive with benefits currently or previously enjoyed by the Executive under any of the Company's or any Subsidiary's compensation, bonus, retirement, pension, savings, life insurance, medical, health and accident, or disability plans, or the taking of any other action by the Company which would directly or indirectly reduce any of such benefits or deprive the Executive of any fringe benefits or perquisites currently enjoyed by the Executive; [reserved]; (iv) the Company's requiring the Executive to be based at any office or location other than as provided in Section 3(a)(i) hereof or the Company's requiring the Executive to travel to a substantially greater extent than required immediately prior to the date hereof; (v) any purported termination by the Company of the Executive's employment; (vi) any failure by the Company to comply with and satisfy Section 9(b) 13(c) (regarding assumption of this Agreement; (vii) failure of Agreement by a successor); or (v) the Company (including any successor) to agree, execute and enter into a new employment agreement and a new executive retirement plan with the Executive prior to the termination or expiration of this Agreement, with such employment agreement and executive retirement plan having the same terms and conditions as existed in agreements and plans between the Company and the Executive prior to December 30, 2008, and incorporating such terms and conditions that are more favorable to the Executive from all agreements and retirement plans existing on January 1, 2009; or (viii) in connection with, as a result of, or following a Change of Control, the Company's giving of notice to the Executive that the Employment Period shall not be extended. In provided, that no such event described in (i) through (iv) above shall constitute "Good Reason" if the Company cures such event within thirty (30) days following the Company's receipt of a Change Notice of Control or other Corporate Transaction Termination asserting that such event constitutes Good Reason; and provided, further, that no event described in which (i) through (iv) above shall constitute "Good Reason" unless the Company's common shares may cease to be publicly traded, following the Change Company receives a Notice of Control or the consummation Termination within ninety (90) days after Executive obtains knowledge of such other Corporate Transaction, "Good Reason" shall be deemed to exist upon the occurrence of any of the events listed in clauses (i) through (vii) above event (or such longer period as Executive and also in the event Executive is assigned to any position (including status, offices, titles and reporting requirements), authority, duties or responsibilities that are (A) not at or with the publicly-traded ultimate parent company of the successor to the Company or the corporation or other Entity surviving or resulting from may agree to allow for reasonable investigation and remedy of such Corporate Transaction or (B) inconsistent with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a). For purposes of this Agreement, any good faith determination of "Good Reason" made by the Executive shall be conclusive event). View More

Good Reason. Shall mean the occurrence of any of the following: (i) the assignment to the Executive of any position, authority, duties or responsibilities that are not materially consistent inconsistent with the Executive's position (including status, offices offices, titles and titles), reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a) of this Agreement, 3(a), or any other action by the Company or any Subsidiary which results in a material diminution in such... position, authority, duties or responsibilities, responsibilities (including, in connection with a Change of Control or other Corporate Transaction in which the Company's registered shares may cease to be publicly traded, Executive being assigned to any position (including offices, titles and reporting requirements), authority, duties or responsibilities that are not at or with the ultimate parent company engaged in the business of the successor to the Company or the corporation or other Entity surviving or resulting from such Corporate Transaction), excluding for this purpose any an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; provided that any alteration by the Company of Executive's position, authority, duties or responsibilities shall not constitute Good Reason if the Executive continues to report directly to either the Chief Executive Officer or President; (ii) the compensation or benefits payable to Executive pursuant to section 3(b) below are decreased in any manner except if the decrease is part of a cost reduction initiative that applies to and affects all executive officers of the Company equally and proportionately. (iii) any material failure by the Company or any Subsidiary to comply with any of the provisions of this Agreement (including, without limitation, its obligations under Section 3(a)) or any other agreements between the Executive and the Company or any Subsidiary, 3(a)), other than any an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company, or a Subsidiary, as appropriate, promptly after receipt of notice thereof given by the Executive; (iii) any failure by the Company or any Subsidiary to continue to provide the Executive with benefits currently or previously enjoyed by the Executive under any of the Company's or any Subsidiary's compensation, bonus, retirement, pension, savings, life insurance, medical, health and accident, or disability plans, or the taking of any other action by the Company which would directly or indirectly reduce any of such benefits or deprive the Executive of any fringe benefits or perquisites currently enjoyed by the Executive; (iv) the Company's requiring the Executive to be based at any office or location other than as provided in Section 3(a)(i) hereof or the Company's requiring the Executive to travel to a substantially greater extent than required immediately prior to the date hereof; (v) any purported termination by the Company of the Executive's employment; (vi) any failure by the Company to comply with and satisfy Section 9(b) 13(c) (regarding assumption of this Agreement; (vii) failure of Agreement by a successor); (v) the Company (including any successor) to agree, execute and enter into a new employment agreement and a new executive retirement plan with the Executive prior to the termination or expiration of this Agreement, with such employment agreement and executive retirement plan having the same terms and conditions as existed in agreements and plans between the Company and the Executive prior to December 30, 2008, and incorporating such terms and conditions that are more favorable to the Executive from all agreements and retirement plans existing on January 1, 2009; or (viii) in connection with, as a result of, or following a Change of Control, the Company's giving of notice to the Executive that the Employment Period shall not be extended. In provided, that no such event described in (i) through (iv) above shall constitute "Good Reason" if the Company cures such event within thirty (30) days following the Company's receipt of a Change Notice of Control or other Corporate Transaction Breach asserting that such event constitutes Good Reason; and provided, further, that no event described in which (i) through (iii) above shall constitute "Good Reason" unless the Company's common shares may cease to be publicly traded, Company receives a Notice of Breach within ninety (90) days following the Change of Control or the consummation datesuch Executive obtains actual knowledge of such other Corporate Transaction, "Good Reason" shall be deemed to exist upon the occurrence of any of the events listed in clauses (i) through (vii) above event (or such longer period as Executive and also in the event Executive is assigned to any position (including status, offices, titles and reporting requirements), authority, duties or responsibilities that are (A) not at or with the publicly-traded ultimate parent company of the successor to the Company or the corporation or other Entity surviving or resulting from may agree to allow for reasonable investigation and remedy of such Corporate Transaction or (B) inconsistent with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a). For purposes of this Agreement, any good faith determination of "Good Reason" made by the Executive shall be conclusive event). View More

Good Reason. Shall mean the occurrence of any of the following: (i) the assignment to the Executive of any position, authority, duties or responsibilities that are not materially consistent inconsistent with the Executive's position (including status, offices offices, titles and titles), reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a) of this Agreement, 3(a), or any other action by the Company or any Subsidiary which results in a material diminution in such... position, authority, duties or responsibilities, responsibilities (including, in connection with a Change of Control or other Corporate Transaction in which the Company's registered shares may cease to be publicly traded, Executive being assigned to any position (including offices, titles and reporting requirements), authority, duties or responsibilities that are not at or with the ultimate parent company engaged in the business of the successor to the Company or the corporation or other Entity surviving or resulting from such Corporate Transaction), excluding for this purpose any an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; provided that any alteration by the Company of Executive's position, authority, duties or responsibilities shall not constitute Good Reason if Executive continues to report directly to a Senior Vice President or Vice President); (ii) any material failure by the Company or any Subsidiary to comply with any of the provisions of this Agreement (including, without limitation, its obligations under Section 3(a)) or any other agreements between the Executive and the Company or any Subsidiary, 3(a)), other than any an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company, or a Subsidiary, as appropriate, promptly after receipt of notice thereof given by the Executive; (iii) any failure by the Company or any Subsidiary to continue to provide the Executive with benefits currently or previously enjoyed by the Executive under any of the Company's or any Subsidiary's compensation, bonus, retirement, pension, savings, life insurance, medical, health and accident, or disability plans, or the taking of any other action by the Company which would directly or indirectly reduce any of such benefits or deprive the Executive of any fringe benefits or perquisites currently enjoyed by the Executive; (iv) the Company's requiring the Executive to be based at any office or location other that is more than as 30 miles from the location provided in Section 3(a)(i) hereof or the Company's requiring the Executive to travel to a substantially greater extent than required immediately prior to the date hereof; (v) any purported termination by the Company of the Executive's employment; (vi) 3(a)(i); (iv) any failure by the Company to comply with and satisfy Section 9(b) 13(c) (regarding assumption of this Agreement; (vii) failure of Agreement by a successor); or (v) the Company (including any successor) to agree, execute and enter into a new employment agreement and a new executive retirement plan with the Executive prior to the termination or expiration of this Agreement, with such employment agreement and executive retirement plan having the same terms and conditions as existed in agreements and plans between the Company and the Executive prior to December 30, 2008, and incorporating such terms and conditions that are more favorable to the Executive from all agreements and retirement plans existing on January 1, 2009; or (viii) in connection with, as a result of, or following a Change of Control, the Company's giving of notice to the Executive that the Employment Period shall not be extended. In provided, that no such event described in (i) through (iv) above shall constitute "Good Reason" if the Company cures such event within thirty (30) days following the Company's receipt of a Change Notice of Control or other Corporate Transaction Termination asserting that such event constitutes Good Reason; and provided, further, that no event described in which (i) through (iv) above shall constitute "Good Reason" unless the Company's common shares may cease to be publicly traded, following the Change Company receives a Notice of Control or the consummation Termination within ninety (90) days after Executive obtains knowledge of such other Corporate Transaction, "Good Reason" shall be deemed to exist upon the occurrence of any of the events listed in clauses (i) through (vii) above event (or such longer period as Executive and also in the event Executive is assigned to any position (including status, offices, titles and reporting requirements), authority, duties or responsibilities that are (A) not at or with the publicly-traded ultimate parent company of the successor to the Company or the corporation or other Entity surviving or resulting from may agree to allow for reasonable investigation and remedy of such Corporate Transaction or (B) inconsistent with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a). For purposes of this Agreement, any good faith determination of "Good Reason" made by the Executive shall be conclusive event). View More

Good Reason. Means Termination by the occurrence of any Executive of the Executive's employment for "Good Reason" shall mean termination by the Executive following conditions: a Change of Control based on: (i) any material breach of this Agreement by the Bank, Employers, including without limitation any of the following: (A) a material diminution in the Executive's base compensation, (B) a material diminution in the Executive's authority, duties or responsibilities as prescribed in Section 2, responsibilities, or (C) a material diminution in the authority, duties or responsibilities of the supervisor officer to whom the Executive is required to report, or (ii) any material change in the geographic location at which the Executive must perform his services under this Agreement for a period of more than 90 days; 2 Agreement; provided, however, that prior to any termination of employment for Good Reason, the Executive must first provide written notice to the Bank Employers within ninety (90) days of the initial existence of the condition, describing the existence of such condition, and the Bank Employers shall thereafter have the right to remedy the condition within thirty (30) days of the date the Bank Employers received the written notice from the Executive. If the Bank remedies Employers remedy the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Bank does Employers do not remedy the condition within such thirty (30) day cure period, then the Executive may deliver a Notice of Termination for Good Reason at any time within sixty (60) days following the expiration of such cure period. View More

Good Reason. Means Termination by the occurrence of any Executive of the following conditions: Executive's employment for "Good Reason" shall mean termination by the Executive based on: (i) any material breach of this Agreement by the Bank, Employer, including without limitation any of the following: (A) a material diminution in the Executive's base compensation, (B) a material diminution in the Executive's authority, duties or responsibilities as prescribed in Section 2, responsibilities, or (C) any... requirement that the Executive report to a material diminution in the authority, duties corporate officer or responsibilities employee of the supervisor Bank other than: (1) the President and CEO of the Bank; (2) the Board of Directors; or (3) from time to whom time with respect to specified matters, a director of either the Executive Corporation or the Bank who is required to report, designated by a majority of the full Board of Directors of the Bank, or (ii) any material change in the geographic Metro Louisville, Kentucky location at which the Executive must perform his services under this Agreement for a period of more than 90 days; 2 Agreement; provided, however, that prior to any termination of employment for Good Reason, the Executive must first provide written notice to the Bank within ninety (90) days of the initial existence of the condition, describing the existence of such condition, and the Bank shall thereafter have the right to remedy the condition within thirty (30) days of the date the Bank received the written notice from the Executive. If the Bank remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Bank does not remedy the condition within such thirty (30) day cure period, then the Executive may deliver a Notice of Termination for Good Reason at any time within sixty (60) days following the expiration of such cure period. View More

Good Reason. Means Termination by the Executive of the Executive's employment for 'Good Reason' shall mean termination by the Executive based on the occurrence of any of the following conditions: events: (i) any material breach of this Agreement by the Bank, Employer, including without limitation any of the following: (A) a material diminution in the Executive's base compensation, (B) a material diminution in the Executive's authority, duties or responsibilities as prescribed in Section 2, responsibilities,... or (C) a material diminution in the authority, duties or responsibilities of the supervisor officer to whom the Executive is required to report, or (ii) any material change in the geographic location at which the Executive must perform his services under this Agreement for a period of more than 90 days; 2 Agreement; provided, however, that prior to any termination of employment for Good Reason, the Executive must first provide written notice to the Bank Employer within ninety (90) days of the initial existence of the condition, describing the existence of such condition, and the Bank Employer shall thereafter have the right to remedy the condition within thirty (30) days of the date the Bank Employer received the written notice from the Executive. If the Bank Employer remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Bank Employer does not remedy the condition within such thirty (30) day cure period, then the Executive may deliver a Notice of Termination for Good Reason at any time within sixty (60) days following the expiration of such cure period. View More

Good Reason. Means the occurrence after a Corporate Transaction or Change in Control of any of the following events or conditions unless consented to by the Grantee (and the Grantee shall be deemed to have consented to any such event or condition unless the Grantee provides written notice of the Grantee's non-acquiescence within 30 thirty (30) days of the effective time of such event or condition): (i) a change in the Grantee's responsibilities or duties which that represents a material and substantial... diminution in the Grantee's responsibilities or duties as in effect immediately preceding the change; consummation of a Corporate Transaction or Change in Control; (ii) a reduction in the Grantee's base salary to a level below that in effect at any time within six (6) months preceding the reduction; consummation of a Corporate Transaction or Change in Control or at any time thereafter; provided that an across-the-board reduction in the salary level of substantially all other individuals in positions similar to the Grantee's by substantially the same percentage amount shall not constitute such a salary reduction; or (iii) requiring the Grantee to be based at any place outside a 50-mile radius from the Grantee's job location or residence prior to the Corporate Transaction or Change in Control except for reasonably required travel on business. business that is not materially greater than such travel requirements prior to the Corporate Transaction or Change in Control. View More

Good Reason. Means Means, with respect to the occurrence termination by the Grantee of the Grantee's Continuous Service, that such termination is for "Good Reason" as such term (or word of like import) is expressly defined in a then-effective written agreement between the Grantee and the Company or a Related Entity, or in the absence of such then-effective written agreement and definition, means any of the following events or conditions unless consented to by the Grantee (and the Grantee shall be deemed to... have consented to any such event or condition unless the Grantee provides written notice of the Grantee's non-acquiescence within 30 days of the effective time of such event or condition): (i) a change in the Grantee's responsibilities or duties which represents a material and substantial diminution in the Grantee's responsibilities or duties as in effect immediately preceding the change; duties; (ii) a material reduction in the Grantee's base salary to a level below that in effect at any time within six (6) months preceding the reduction; salary; provided that an across-the-board reduction in the salary level of substantially all other individuals in positions similar to the Grantee's by the same percentage amount shall not constitute such a salary reduction; or (iii) requiring the Grantee to be based at any place outside a 50-mile 50 mile radius from the Grantee's job location or residence except for reasonably required travel on business. View More

Good Reason. Means With respect to the termination by the Grantee of the Grantee's Continuous Service, that such termination is for "Good Reason" as such term (or word of like import) is expressly defined in a then-effective written agreement between the Grantee and the Company or such Related Entity (including, but not limited to, the Award Agreement for a particular Award), or in the absence of such then-effective written agreement and definition, the occurrence after a Corporate Transaction or Change in... Control of any of the following events or conditions unless consented to by the Grantee (and the Grantee shall be deemed to have consented to any such event or condition unless the Grantee provides written notice of the Grantee's non-acquiescence within 30 days of the effective time of such event or condition): (i) a change in the Grantee's responsibilities or duties which represents a material and substantial diminution in the Grantee's responsibilities or duties as in effect immediately preceding the change; consummation of a Corporate Transaction or Change in Control; or (ii) a reduction in the Grantee's base salary to a level below that in effect at any time within six (6) months preceding the reduction; consummation of a Corporate Transaction or Change in Control or at any time thereafter; provided that an across-the-board reduction in the salary level of substantially all other individuals in positions similar to the Grantee's by the same percentage amount shall not constitute such a salary reduction; or (iii) requiring the Grantee to be based at any place outside a 50-mile 50 mile radius from the Grantee's job location as a result of a Corporate Transaction or Change in Control except for reasonably required travel on business. business which is not materially greater than such travel requirements prior to the Corporate Transaction or Change in Control View More

Good Reason. The occurrence of any of the following without the consent of Executive: (i) a material diminution in the Executive's Base Salary; (ii) a material diminution in the Executive's authority, duties or responsibilities; (iii) (ii) a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; (iv) (iii) a material diminution in the budget over which the Executive retains authority; (v) (iv) a material change in the geographic... location at which the Executive must perform services; or (vi) (v) a material breach by Orion Whiting of any provisions of this Agreement or any option agreement with the Company to which the Executive is a party. Agreement. View More

Good Reason. The occurrence of any of the following without the consent of Executive: (i) a material diminution in the Executive's Base Salary; (ii) a material diminution in the Executive's authority, duties or responsibilities; (iii) a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report; (iv) a material diminution in the budget over which the Executive retains authority; (v) a material change in the geographic location at which the... Executive must perform services; (iii) a material diminution in duties; or (vi) (iv) a material breach by Orion of any provisions of this Agreement or any option equity award agreement with the Company Orion to which the Executive is a party. View More

Good Reason. The occurrence of any Means one or more of the following conditions arising without the consent of the Executive: (i) a material diminution in the Executive's Base Salary; (ii) a A material diminution in the Executive's authority, duties duties, or responsibilities; (ii) A material diminution in the Executive's base compensation; (iii) a A material diminution in the authority, duties duties, or responsibilities of the supervisor corporate officer or employee to whom the Executive is required to... report; report, including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board; (iv) a A material diminution in the budget over which the Executive retains authority; (v) a A material change in the geographic location at which the Executive must perform services; the services Executive provides to the Company; or (vi) Any other action or inaction that constitutes a material breach by Orion the Company of any provisions of this Agreement or any option agreement with the Company to under which the Executive is a party. provides services. View More

Good Reason. Means Executive's termination of his or her employment with the Company within thirty (30) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, without Executive's express written consent: (i) a material reduction of Executive's duties, authority, or responsibilities, relative to Employee's duties, authority, or responsibilities as in effect immediately prior to such reduction; provided, however, that a reduction in duties,... authority, or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (for example, where Executive retains essentially the same responsibility and duties of the subsidiary, business unit or division substantially containing the Company's business following a Change in Control) shall not constitute "Good Reason"; (ii) a material reduction by the Company in Executive's annualized base pay as in effect immediately prior to such reduction (in other words, a reduction of more than ten percent (10%) of Executive's annualized base compensation in any one year, other than a reduction applicable to executives generally that does not adversely affect Executive to a greater extent than other similarly situated executives); year; (iii) the relocation of Executive's principal place of performing his or her duties as an employee of the Company by more than fifty (50) miles; or (iv) the failure of the Company to obtain the assumption of this Agreement by a successor. In order for an event to qualify as Good Reason, Executive must not terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" within ninety (90) days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of not less than thirty (30) days following the date of such notice. To the extent Executive's primary work location is not the Company's corporate offices due to a shelter‐in‐place order, quarantine order, or similar work‐from‐home requirement that applies to Executive, Executive's primary office location, from which a change in location under the foregoing clause (iii) will be measured, will be considered the Company's office location where Executive's employment with the Company primarily was based immediately prior to the commencement of such shelter-in-place order, quarantine order, or similar work-from-home requirement. View More

Good Reason. Means Executive's termination of employment within thirty (30) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, following without Executive's express written consent: (i) a material reduction of in Executive's duties, authority, or responsibilities, relative to Employee's position, duties, authority, or responsibilities as relative to Executive's position, duties, authority, or responsibilities in effect immediately... prior to such reduction; provided, however, that a reduction in position, duties, authority, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (for example, where Executive retains essentially the same responsibility and duties of the subsidiary, business unit or division substantially containing the Company's business following a Change in Control) shall not constitute "Good Reason"; (ii) a material reduction in Executive's base salary other than a reduction by the Company with respect to all executives as part of a general readjustment of their compensation levels; (iii) a material reduction in Executive's annualized base pay as in effect kind or level of benefits to which Executive is entitled immediately prior to such reduction (in other words, change with the result that Executive's overall benefits package is materially reduced unless it is part of a reduction Company-wide change of more than ten percent (10%) of Executive's annualized base compensation in any one year, other than a reduction applicable to executives generally that does not adversely affect Executive to a greater extent than other similarly situated executives); (iii) the same percentage; or (iv) relocation of Executive's principal place of performing his or her duties as an employee of the Company employment by more than fifty (50) miles; or (iv) the failure miles from Executive's then-current location of the Company to obtain the assumption of this Agreement by a successor. employment, without Executive's prior written consent. In order for an event to qualify as a Good Reason, Executive must not terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" Good Reason within ninety (90) days of the initial existence of the grounds for "Good Reason" Good Reason and such grounds have not be cured by the Company during a reasonable cure period of not less than thirty (30) days following the date of such notice. View More

Good Reason. Means Executive's termination of employment within thirty (30) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, following without Executive's express written consent: (i) a material reduction of in Executive's duties, authority, or responsibilities, relative to Employee's position, duties, authority, or responsibilities as relative to Executive's position, duties, authority, or responsibilities in effect immediately... prior to such reduction; provided, however, that a reduction in position, duties, authority, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (for example, where Executive retains essentially the same responsibility and duties of the subsidiary, business unit or division substantially containing the Company's business following a Change in Control) shall not constitute "Good Reason"; (ii) a material reduction in Executive's base salary other than a reduction by the Company with respect to all executives as part of a general readjustment of their compensation levels; (iii) a material reduction in Executive's annualized base pay as in effect kind or level of benefits to which Executive is entitled immediately prior to such reduction (in other words, change with the result that Executive's overall benefits package is materially reduced unless it is part of a reduction Company-wide change of more than ten percent (10%) of Executive's annualized base compensation in any one year, other than a reduction applicable to executives generally that does not adversely affect Executive to a greater extent than other similarly situated executives); (iii) the same percentage; or (iv) relocation of Executive's principal place of performing his or her duties as an employee of the Company employment by more than fifty (50) miles; or (iv) the failure miles from Executive's then-current location of the Company to obtain the assumption of this Agreement by a successor. employment, without Executive's prior written consent. In order for an event to qualify as a Good Reason, Executive must not -8- terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" Good Reason within ninety (90) days of the initial existence of the grounds for "Good Reason" Good Reason and such grounds have not be cured by the Company during a reasonable cure period of not less than thirty (30) days following the date of such notice. View More