Good Reason

Example Definitions of "Good Reason"
Good Reason. For the sole purpose of determining Executive's right to severance payments and benefits as described above, Executive's resignation will be 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 reduction in Executive's Annual Base Salary or Target Annual Bonus, (ii) a material decrease in Executive's authority or areas of responsibility as are commensurate with Executive's title or... position with the Company, (iii) the relocation of Executive's primary office to a location more than 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 relocation of Executive's primary work location to the Company's headquarters in the Boston, Massachusetts metropolitan area) or (iv) the Company's breach of a material provision of this Agreement. Notwithstanding the foregoing, no Good Reason will have occurred unless and until: (a) Executive has provided the Company, within sixty (60) days of Executive's knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written notice stating with specificity the applicable facts and circumstances underlying such finding of Good Reason; (b) the Company has had an opportunity to cure the same within thirty (30) days after the receipt of such 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, Executive's resignation will be 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 reduction in Executive's Annual Base Salary or Target Annual Bonus, Bonus (if any), other than a reduction in Annual Base Salary of less than 10% that is implemented in connection with a... contemporaneous reduction in annual base salaries affecting 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 with positions, (iii) the Company, (iii) Company's breach of a material provision of this Agreement or (iv) the relocation of Executive's primary office to a location more than twenty-five (25) fifty (50) miles from the Executive's primary office as of the date of this Agreement (for the avoidance of doubt, other than a relocation of Executive's primary work location to the Company's headquarters in the Boston, Massachusetts Boston metropolitan area) or (iv) the Company's breach of a material provision of this Agreement. area. Notwithstanding the foregoing, no Good Reason will have occurred unless and until: until Executive has: (a) Executive has provided the Company, within sixty (60) days of Executive's knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written notice stating with specificity the applicable facts and circumstances underlying such finding of Good Reason; (b) provided the Company has had with an opportunity to cure the same within thirty (30) days after the receipt of such 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, Executive's resignation will be with "Good Reason" if Executive resigns within ninety (90) one hundred twenty (120) days after any of the following events, unless Executive expressly consents in writing to the applicable event: (i) a reduction in Executive's Annual Base Salary or Target Annual Bonus, other than a reduction of less than ten percent (10%) (aggregating all prior reductions)... that is implemented in connection with a contemporaneous reduction in annual base salaries affecting 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 with the Company, Company; (iii) the relocation of Executive's primary office working location to a location that is more than twenty-five (25) fifty (50) miles from the Executive's primary home office in New Jersey as of the date of this Agreement (for the avoidance of doubt, other than a relocation of Executive's primary work location Effective Date, provided, that, prior to the occurrence of a Change in Control, the Company's headquarters in requirement that Executive relocate pursuant to Section 2(h) will not constitute "Good Reason" so long as Executive has been provided with the Boston, Massachusetts metropolitan area) Relocation Reimbursement; or (iv) the Company's breach of a material provision of this Agreement. Notwithstanding the foregoing, no Good Reason will have occurred unless and until: (a) Executive has provided the Company, within sixty (60) days of Executive's knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written notice stating with specificity the applicable facts and circumstances underlying such finding of Good Reason; (b) the Company has had an opportunity to cure the same within thirty (30) days after the receipt of such notice; and (c) the Company shall have failed to so cure within such period. View More
View Variations
Good Reason. Means the occurrence of any of the following conditions: (i) any material breach of this Agreement by the Bank, 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, or (C) any requirement that the Executive report to a corporate officer or employee of the Bank instead of reporting directly to the Board of Directors of the Bank, or (ii) any material... change in the geographic location at which the Executive must perform his services under this Agreement; 2 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) cure period, then no Good Reason shall be deemed to exist with respect to such condition. View More
Good Reason. Means the occurrence of any of the following conditions: (i) any material breach of this Agreement by the Bank, 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, or (C) any requirement that a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive report is required to a corporate officer or employee... of the Bank instead of reporting directly to the Board of Directors of the Bank, report, or (ii) any material change in the geographic location at which the Executive must perform his services under this Agreement; 2 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) cure period, then no Good Reason shall be deemed to exist with respect to such condition. View More
View Variations
Good Reason. “Good Reason” means without the Employee’s express written consent (i) a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that Employee may only resign for Good Reason under this subsection 7(d)(i) in the period commencing six... months following a Change of Control and ending on the termination of the Change of Control Period; provided, further, that such resignation for Good Reason may be on account of a material reduction in Employee’s duties, title, authority or responsibilities effectuated at any time during the Change of Control Period, including prior to the date that is six months following a Change of Control; (ii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; or (iii) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from such Employee ‘s then present location. View More
Good Reason. “Good Reason” means without the Employee’s Without Employee's express written consent (i) a material reduction of the Employee’s Employee's duties, title, authority or responsibilities, relative to the Employee’s Employee's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that Employee may only resign for Good Reason under this subsection... 7(d)(i) in the period commencing six months following a Change of Control and ending on the termination of the Change of Control Period; provided, further, that such resignation for Good Reason may be on account of a material reduction in Employee’s Employee's duties, title, authority or responsibilities effectuated at any time during the Change of Control Period, including prior to the date that is six months following a Change of Control; (ii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; or (iii) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from such Employee ‘s then present location. View More
View Variations
Good Reason. (a) shall have the meaning ascribed to such term under an eligible executive's employment agreement with the Company, or (b) if there is no such agreement, shall mean the occurrence of any of the following events or conditions which is not done with the participant's written consent and is not cured within thirty (30) days after the Company receives written notice from the participant setting forth in reasonable detail the basis for the participant's claim of Good Reason: (i) any material... reduction in the participant's Base Salary, other than any reduction made pursuant to and consistent with a broad-based reduction applicable to all similarly situated executives; or (ii) any material diminution in the participant's duties or responsibilities, as modified with the participant's consent. Notwithstanding the foregoing, Good Reason shall not occur unless the participant provides the written notice described above within 90 days of the initial existence of the Good Reason event or condition, and the participant terminates employment within one year of the initial existence of the Good Reason event or condition View More
Good Reason. (a) shall have the meaning ascribed to such term under an eligible executive's executive’s employment agreement with the Company, or (b) if there is no such agreement, shall mean the occurrence of any of the following events or conditions which is not done with the participant's participant’s written consent and is not cured within thirty (30) days after the Company receives written notice from the participant setting forth in reasonable detail the basis for the participant's participant’s... claim of Good Reason: (i) any material reduction in the participant's participant’s Base Salary, other than any reduction made pursuant to and consistent with a broad-based reduction applicable to all similarly situated executives; or (ii) any material diminution in the participant's participant’s duties or responsibilities, as modified with the participant's participant’s consent. Notwithstanding the foregoing, Good Reason shall not occur unless the participant provides the written notice described above within 90 days of the initial existence of the Good Reason event or condition, and the participant terminates employment within one year of the initial existence of the Good Reason event or condition condition. View More
View Variations
Good Reason. “Good Reason” means without the Employee’s express written consent (i) a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities, including a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made... part of a larger entity; (ii) a substantial reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary or target bonus opportunity of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of benefits to which the Employee was entitled immediately prior to such reduction with the result that such Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from such Employee ‘s then present location. View More
Good Reason. “Good Reason” means without the Employee’s express written consent (i) a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities, including responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue... of the Company being acquired and made part of a larger entity; entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason”; (ii) a substantial reduction of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary or target bonus opportunity compensation of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of benefits to which the Employee was entitled immediately prior to such reduction with the result that such Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from such Employee ‘s then present location. View More
View Variations
Good Reason. Means a material reduction in your duties or material reduction in compensation, except for a reduction in compensation that affects all members of management on the same percentage basis.
Good Reason. Resignation from employment with the Company if any of the following actions are taken by the Company without Executive’s prior written consent: (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 pursuant to a salary reduction program applicable generally to the Company’s similarly situated employees); or (b) a material reduction in Executive’s duties (including responsibilities and/or authorities),... provided, however, that a change in job position shall not be deemed a “material reduction” in and of itself unless Executive’s new duties are materially reduced from the prior duties; or (c) relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute by more than sixty (60) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation. View More
Good Reason. Without the Executive's consent (i) reduction in Executive's Base Salary, (ii) reduction in Executive's Cash Incentive Plan opportunity as described in Section 4(b), (iii) reduction in Executive's equity compensation opportunity as described in Section 4(c), (iv) material reduction in Executive's title, duties or responsibilities, (v) any requirement that the Executive report to anyone other than the Board or Chief Executive Officer, (vi) meaningful, involuntary relocation of Executive's... principal place of business, or (vii) a material breach of this Agreement by the Company. View More
Good Reason. A resignation for “Good Reason” is defined as the resignation by Executive within thirty (30) days following the end of the Cure Period (defined below), if any of the following events occur without Executive’s express written consent: (i) the Company reduces the amount of the Base Salary, other than pursuant to a reduction that also is applied to substantially all other executives of the Company, (ii) the Company fails to pay the Base Salary or other benefits required to be provided by the... Company hereunder, (iii) the Company materially reduces Executive’s core functions, duties or responsibilities in a manner that constitutes a demotion, or (iv) any change of Executive’s principal office location to a location more than thirty (30) miles from the Company’s office at 955 Chesterbrook Boulevard, Suite 110, Chesterbrook, PA; provided, however, that Executive must provide written notice to the Company of the condition that could constitute “Good Reason” within thirty (30) days of the initial existence of such condition and such condition must not have been remedied by the Company within thirty (30) days of such written notice (the “Cure Period”). View More
Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following conditions, without Executive’s express written consent; provided, however, that Executive’s employment is terminated no later than one hundred eighty (180) days following the initial existence of one or more of the following conditions; provided further, that Executive must provide the Company notice of Good Reason within ninety (90) days of the initial existence of one of the following conditions, upon... which notice the Company shall then have thirty (30) days in which to remedy the condition, under which circumstances the Company shall not be required to pay any amounts specified in Section 11 of this Agreement: (i) A material diminution in Executive’s authority, duties or responsibilities in effect immediately prior to such diminution; (ii) A material diminution in Executive’s Base Salary that persists for longer than twelve (12) months; or (iii) Any other action or inaction that constitutes a material breach by the Company of this Agreement. View More
All Definitions