Good Reason Resignation

Good Reason Resignation. Means termination of this Agreement by Executive during the Change in Control Term as a result of (i) any diminishment in, or an alteration of, Executive's duties inconsistent with position and status with the Company as in effect immediately prior to the Change in Control, (ii) assignment to Executive by Employer of duties that are inconsistent with Executive's ... position, duties and responsibilities in effect immediately prior to the Change in Control, (iii) any removal of Executive from or failure to re-elect him or appoint him to any of such positions, except in the case of a Termination With Cause, or on account of Total Disability, (iv) any reduction in one or more components or elements of Executive's compensation and benefits package described in Section 3 and in Exhibit B hereof that is in effect immediately prior to the Change in Control, (v) failure by the Employer to obtain the assumption of agreement to perform this Agreement by any successor to the Employer, or (vi) a change in Executive's location of employment outside of the standard statistical metropolitan area of Atlanta, Georgia. View More

Good Reason Resignation. Means Employee's resignation from employment with the Company that is effective within sixty (60) days after the occurrence, without Employee's written consent, of any of the following: (i) a material diminution in Employee's base compensation that is not proportionately applicable to other officers and key employees of the Company generally; (ii) a material diminution in Employee's job responsibilities or duties; (iii) the relocation of Employee's principal office to a facility or a location... more than fifty (50) miles from Employee's then- present principal office location; or (iv) the Company's (or any successor entity or corporation following a Change in Control) breach of any provision under this Agreement. Notwithstanding the foregoing, a resignation shall not constitute a "Good Reason Resignation" unless the condition giving rise to such resignation continues uncured by the Company more than thirty (30) days following Employee's written notice of such condition provided to the Company within sixty (60) days of the first occurrence of such condition and such resignation is effective within thirty (30) days following the end of such notice period. View More

Good Reason Resignation. A resignation within twenty-four (24) months of a Change in Control following (i) a material reduction in compensation and benefits or (ii) a material reduction in responsibilities, or (iii) a change in the location of the Company's headquarters to a location more than fifty (50) miles from Whippany, New Jersey.

Good Reason Resignation. Good Reason Resignation means, at any time after the Closing Date, any retirement or termination of employment by an Employee that is not initiated by the Company or any member of the Tyco Group, following the occurrence, during the Retention Period, of: (i) Without the Employee's written consent, a material change in the geographic location at which the Employee must perform services to a location which is more than 50 miles from the Employee's principal place of business immediately preceding... the Closing Date; provided, that such change in location extends the commute of such Employee; or (ii) Without the Employee's written consent, a material reduction to the Employee's base compensation and benefits, taken as a whole, as in effect immediately prior to the Closing Date. Notwithstanding the foregoing, the Employee shall be considered to have a Good Reason Resignation only if the Employee provides written notice to the Company specifying in reasonable detail the events or conditions upon which the Employee is basing such Good Reason Resignation and the Employee provides such notice within 90 days after the event that gives rise to the Good Reason Resignation. Within 30 days after notice has been received, the Company shall have the opportunity, but shall have no obligation, to cure such events or conditions that give rise to the Good Reason Resignation. If the Company does not cure such events or conditions within the 30-day period, the Employee may terminate employment with the Company based on Good Reason Resignation within 30 days after the expiration of the cure period. View More