Good Reason Defined

Good Reason Defined. "Good Reason" shall mean the definition of Good Reason contained in your Executive Employment Agreement or, if no such agreement is in effect, "Good Reason shall mean: the occurrence of any of the following, without your written consent, resulting in the termination by you of your employment or service with the Company or any Affiliate: (i) material diminution in the overall scope of your duties, authorities and/or responsibilities, it being understood that (A) the fact that the Company... may be a subsidiary of a different public company or becomes a private company, and any diminution of duties in respect of no longer having public company related duties, and (B) a change in reporting responsibilities to the extent the Company becomes part of a larger corporate group, will not be considered a diminution; (ii) requirement to spend more than 5 days per month at the Company's headquarters; or (iii) diminution by ten percent (10%) or more of your annual base salary in effect, except a decrease in connection with the same percentage decrease applied to all members of the senior leadership team in response to a Company or other event or circumstance that, in the good faith determination of the Board, requires such cost-saving measures. View More