Good Reason Event
Example Definitions of "Good Reason Event"
Good Reason Event. Shall mean that without Optionee's written consent and without Cause, any of the following events occur: (i) a reduction of five percent (5%) or more of Optionee's compensation (including base salary and any non-discretionary and objective standard incentive payments or bonus awards, but excluding facilities, fringe benefits and prerequisites included in subsection (iii) below); (ii) a reduction of the scope or nature of Optionee's duties and/or responsibilities, it being understood
... that the fact alone that Optionee's duties and/or responsibilities are conducted at the Company level following a Change of Control, rather than at the combined entity level, shall constitute a "Good Reason Event;" (iii) a substantial reduction, without good business reasons, of the facilities, fringe benefits or perquisites available to Optionee immediately prior to such reduction (good business reasons include reductions to make such facilities, fringe benefits or perquisites consistent with the practice of the acquiring company); (iv) the relocation of Optionee's primary workplace to a location more than fifty (50) miles away from his/her workplace in effect immediately prior to such relocation; or (v) the failure of the Company to obtain the express assumption of this Option Agreement, including the terms of Section 6 and this Section 7, by an acquiring corporation.
View More
Good Reason Event. Shall mean that without
Optionee's Employee's written consent and without Cause, any of the following events occur: (i) a reduction of five percent (5%) or more of
Optionee's Employee's compensation (including base salary and any non-discretionary and objective standard incentive payments or bonus awards, but excluding facilities, fringe benefits and prerequisites included in subsection (iii) below); (ii) a reduction of the scope or nature of
Optionee's Employee's duties and/or
... responsibilities, it being understood that the fact alone that Optionee's Employee's duties and/or responsibilities are conducted at the Company level following a Change of Control, rather than at the combined entity level, shall constitute a "Good Reason Event;" (iii) a substantial reduction, without good business reasons, of the facilities, fringe benefits or perquisites available to Optionee Employee immediately prior to such reduction (good business reasons include reductions to make such facilities, fringe benefits or perquisites consistent with the practice of the acquiring company); (iv) the relocation of Optionee's Employee's primary workplace to a location more than fifty (50) miles away from his/her his workplace in effect immediately prior to such relocation; or (v) the failure of the Company to obtain the express assumption of this Option Agreement, including the terms of Section 6 and this Section 7, Agreement by an acquiring corporation.
View More
Good Reason Event. Shall mean that without
Optionee's Employee's written consent and without Cause, any of the following events occur:
-5- (i) a reduction of five percent (5%) or more of
Optionee's Employee's compensation (including base salary and any non-discretionary and objective standard incentive payments or bonus awards, but excluding facilities, fringe benefits and prerequisites included in subsection (iii) below); (ii) a reduction of the scope or nature of
Optionee's Employee's duties and/or
... responsibilities, it being understood that the fact alone that Optionee's Employee's duties and/or responsibilities are conducted at the Company level following a Change of Control, rather than at the combined entity level, shall constitute a "Good Reason Event;" (iii) a substantial reduction, without good business reasons, of the facilities, fringe benefits or perquisites available to Optionee Employee immediately prior to such reduction (good business reasons include reductions to make such facilities, fringe benefits or perquisites consistent with the practice of the acquiring company); (iv) the relocation of Optionee's Employee's primary workplace to a location more than fifty (50) miles away from his/her his workplace in effect immediately prior to such relocation; or (v) the failure of the Company to obtain the express assumption of this Option Agreement, including the terms of Section 6 and this Section 7, Agreement by an acquiring corporation.
View More
View Variations (2)
Good Reason Event. A "Good Reason Event" shall be any of the following: (i) without the Executive's express written consent, a material diminution of the Executive's duties, authority or responsibilities; (ii) without the Executive's express written consent, a reduction by the Company of the Executive's base salary; (iii) without the Executive's express written consent, the imposition of a requirement that Executive's primary place of employment be at a facility or a location more than fifty (50) miles from the
... Executive's current work location, provided that such requirement to relocate materially increases the Executive's commute; or (iv) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 7 below.
View More
Good Reason Event. A "Good Reason Event" shall be any of the following: (i) without the Executive's express written consent, a material diminution of the Executive's duties, authority or responsibilities; (ii) without the Executive's express written consent, a reduction by the Company of the Executive's
base salary; total compensation (base salary and bonus) and Company-provided benefits;; (iii) without the Executive's express written consent, the imposition of a requirement that Executive's primary place of
... employment be at a facility or a location more than fifty (50) miles from the Executive's current work location, provided that such requirement to relocate materially increases the Executive's commute; or (iv) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 7 below. With respect to item (i), continuation of employment as the executive PAGE 2 - Employment Agreementeffectively in charge of delivering results from a continuation of the Company's business (however that continuation may be legally organized) in the hands of a successor owner, shall not constitute a material diminution of Executive's duties, authority, or responsibilities.
View More
Good Reason Event.
A "Good Reason Event" shall be any Any of the following: (i) without the Executive's express written consent, a
material diminution reduction of the Executive's duties,
authority position or responsibilities; (ii) without the Executive's express written consent, a reduction by the Company of the Executive's base salary; (iii) without the Executive's express written consent, the imposition of a requirement that Executive's primary place of employment be at a facility or a location more than
... fifty (50) miles from the Executive's current work location, provided that such requirement to relocate materially increases the Executive's commute; location; or (iv) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 7 8 below.
View More
View Variations (2)
Good Reason Event. If during the Employment Period (i) the Executive experiences a substantial diminution in Executive's title or professional responsibilities, and (ii) there is a material breach of this Agreement by the Company. Notwithstanding the foregoing, no event shall give rise to a "Good Reason" without the Company first having a reasonable opportunity to cure such event.
Good Reason Event. If during the Employment Period (i) the Executive experiences a substantial diminution in Executive's title or professional responsibilities,
and (ii)
the Company requires the Executive to relocate from the greater metropolitan Atlanta area, or (iii) there is a material breach of this Agreement by the Company. Notwithstanding the foregoing, no event shall give rise to a "Good Reason" without the Company first having a reasonable opportunity to cure such event.
View Variation
Good Reason Event. Means (i) a material breach of this Agreement by the Company, (ii) the relocation of the Executive's office more than 25 miles from Greensboro, North Carolina, or (iii) a substantial reduction by the Company of the Executive's job responsibilities which is not connected to the Executive's illness or disability (prior to a determination that the Executive has a Disability).
Good Reason Event. Means (i) the failure of a successor to the Company to assume this Agreement, (ii) the Company's material breach of this Agreement which is not cured within five (5) days after the Company receives notice of such breach from Executive, (iii) the Company requiring, as a condition to Executive's continued employment with the Company, that Executive relocate more than 100 miles from his residence in Naples, Florida, or (iv) the assignment to Executive by the Board of duties materially inconsistent
... with Executive's title or a material reduction in the nature of Executive's responsibilities hereunder (provided that if Executive believes any duties assigned to him are materially inconsistent with Executive's title or if Executive believes the nature of his responsibilities has been materially reduced, Executive shall give the Board notice of such belief and the Board shall have 5 days to cure such assignment or reduction, provided that a failure to so cure shall not be an admission that the Board agrees with Executive's belief).
View More
Good Reason Event. Means: (a) Notwithstanding the exercise of the power granted to the Company and the Board by Section 6(a) hereof, the assignment to Executive of any duties inconsistent in any material respect with Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities initially assigned to Executive and as contemplated by Section 6 of this Agreement, or any other action that results in a diminution in such position, authority, duties or
... responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that is remedied within 10 days after receipt of written notice thereof from Executive to the Company; or (b) Any failure by the Company to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that is remedied within 10 days after receipt of written notice thereof from Executive to the Company.
View More
Good Reason Event. Means: (i) a material breach by the Company of any material provision of this Agreement (provided, however, that a reduction in Executive's annual base salary that is consistent with reductions taken generally by other executives of the Company shall not be considered a material breach of a material provision of this Agreement); (ii) a material diminution in the nature or scope of Executive's duties and responsibilities, including the Company's failure to use reasonable efforts to secure
... Executive's election (or reelection) to the Board (for clarity, if the Company uses such reasonable efforts, the Executive ceasing to be a member of the Board or its Chairman shall not be considered a Good Reason Event); (iii) the assignment to Executive of duties and responsibilities that are materially inconsistent with the positions referred to in Section 2(a) and that result in a material negative change to Executive; or (iv) any material change in the geographic location at which Executive must perform services; provided, however, that business travel reasonably required for the performance of Executive's duties hereunder shall not constitute a Good Reason Event.
View More
Good Reason Event. Means, during the Employment Period, a substantial diminution in Executive's professional responsibilities or a significant reduction in the Salary or in the aggregate of the Benefits, services, perquisites, and amenities which Executive was theretofore receiving.
Good Reason Event. Means the occurrence of any of the following events without Employee's express written consent thereto: (1) a material reduction of Employee's duties, position or responsibilities relative to Employee's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of Employee from such position, duties and responsibilities, unless Employee is provided with comparable duties, position and responsibilities; [provided, however, that a reduction in duties,
... position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of the Company performs similar duties for the Company or its business operations following a Change of Control but is not made the Chief Financial Officer of the acquiring corporation) shall not constitute a "Good Reason Event;"] (2) the reduction of Employee's then current annual base salary or annual target bonus, in either case by ten percent (10%) or more (other than in connection with a general decrease in the base salary or annual target incentive compensation of similarly situated Company employees); or (3) the relocation of Employee's principal work location to a facility or a location that (A) is more than fifty (50) miles from Employee's then-current principal work location and (B) increases Employee's commute by more than twenty-five (25) miles from Employee's prior principal work location.
View More
Good Reason Event. A "Good Reason Event shall be deemed to occur upon (i) a material diminution in the Executive's authority, duties, or responsibilities or (ii) any action or inaction of the Company which constitutes a material breach of this Agreement.
All Definitions