This page contains an example definition of Good Reason, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
Good Reason. The termination of the Executive's employment with the Company Group by the Executive in accordance with the next sentence after the occurrence of one or more of the following events without the Executive's express written consent: (i) a material reduction of the Executive's duties, authorities, or responsibilities relative to the Executive's duties, authorities, or responsibilities in effect immediately prior to the reduction; provided, however, that continued employment following a Change in... Control with substantially the same duties, authorities, or responsibilities with respect to the Company Group's business and operations will not constitute "Good Reason" (for example, "Good Reason" does not exist if the Executive is employed by the Company Group or a successor with substantially the same duties, authorities, or responsibilities with respect to the Company Group's business that the Executive had immediately prior to the Change in Control regardless of whether the Executive's title is revised to reflect the Executive's placement within the overall corporate hierarchy or whether the Executive provides services to a subsidiary, affiliate, business unit or otherwise); (ii) a reduction by a Company Group member in the Executive's rate of annual base salary by more than 10%; provided, however, that, a reduction of annual base salary that also applies to substantially all other similarly situated employees of the Company Group members will not constitute "Good Reason"; (iii) a material change in the geographic location of the Executive's primary work facility or location by more than 35 miles from the Executive's then present location; provided, that a relocation to a location that is within 35 miles from the Executive's then-present primary residence will not be considered a material change in geographic location, or (iv) failure of a successor corporation to assume the obligations under this Agreement as contemplated by Section 8. In order for the termination of the Executive's employment with a Company Group member to be for Good Reason, the Executive must not terminate employment without first providing written notice to the Company of the acts or omissions constituting the grounds for "Good Reason" within 60 days of the initial existence of the grounds for "Good Reason" and a cure period of 30 days following the date of written notice (the "Cure Period"), the grounds must not have been cured during that time, and the Executive must terminate the Executive's employment within 30 days following the Cure Period.View More
Good Reason. The termination of the Executive's employment with resignation within 30 days following the Company Group by the Executive in accordance with the next sentence after expiration of any Cure Period (discussed below) following the occurrence of one or more of the following events following, without the Executive's express written consent: (i) a material reduction of the Executive's duties, authorities, position or responsibilities relative responsibilities, or the removal of the Executive from... such position and responsibilities, either of which results in a material diminution of the Executive's authority, duties or responsibilities, unless the Executive is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation and status); (ii) a material reduction in the Executive's Base Salary (except where there is a reduction applicable to the Executive's duties, authorities, or responsibilities in effect immediately prior to the reduction; management team generally); provided, however, that continued employment following a Change in Control with substantially the same duties, authorities, or responsibilities with respect to the Company Group's business and operations will not constitute "Good Reason" (for example, "Good Reason" does not exist if the Executive is employed by the Company Group or a successor with substantially the same duties, authorities, or responsibilities with respect to the Company Group's business that the Executive had immediately prior to the Change in Control regardless of whether the Executive's title is revised to reflect the Executive's placement within the overall corporate hierarchy or whether the Executive provides services to a subsidiary, affiliate, business unit or otherwise); (ii) a reduction by a Company Group member in the Executive's rate of annual base salary by more than 10%; provided, however, that, a reduction of annual base salary that also applies to substantially all other similarly situated employees of the Company Group members 10% or less in any one year will not constitute "Good Reason"; be deemed a material reduction; (iii) a material change in the geographic location of the Executive's primary work facility or location by more location; provided, that a relocation of less than 35 50 miles from the Executive's then present location; provided, that a relocation to a location that is within 35 miles from the Executive's then-present primary residence will not be considered a material change in geographic location, location; or (iv) the failure of a the Company to obtain from any successor corporation to assume the obligations under this Agreement as contemplated by Section 8. In order for the termination or transferee of the Executive's employment with a Company Group member an express written and unconditional assumption of the Company's obligations to be the Executive under the Agreement and the Employment Agreement[s]. The Executive will not resign for Good Reason, the Executive must not terminate employment Reason without first providing the Company with written notice to the Company of the acts or omissions constituting the grounds for "Good Reason" within 60 90 days of the initial existence of the grounds for "Good Reason" and a cure period of 30 days following the date of written the Company receives such notice (the "Cure Period"), the grounds Period") during which such condition must not have been cured during that time, and the Executive must terminate the Executive's employment within 30 days following the Cure Period. cured. View More
Good Reason. The the termination of the Executive's employment with the Company or such other applicable member of the Company Group by the Executive in accordance with the next sentence after the occurrence of one or more of the following events without the Executive's express written consent: (i) a material reduction of the Executive's duties, authorities, or responsibilities relative to the Executive's duties, authorities, or responsibilities in effect immediately prior to the such reduction; provided,... however, provided that continued employment following it will be considered a substantial reduction in duties and responsibilities if after a Change in Control with substantially the same duties, authorities, or responsibilities with respect to the Company Group's business and operations will not constitute "Good Reason" (for example, "Good Reason" does not exist if Control, the Executive is employed not the Chief Executive Officer of the ultimate parent of the resulting company and, if such Change in Control occurs after the Company's IPO, if such ultimate parent is not a publicly traded company; (ii) a reduction of more than 10% by the Company Group or a successor with substantially the same duties, authorities, or responsibilities with respect to the Company Group's business that the Executive had immediately prior to the Change in Control regardless of whether the Executive's title is revised to reflect the Executive's placement within the overall corporate hierarchy or whether the Executive provides services to a subsidiary, affiliate, business unit or otherwise); (ii) a reduction by a Company Group member in the Executive's rate of annual base salary by more than 10%; or the target amount of the Executive's annual bonus; provided, however, that, a proportional reduction of annual base salary and/or target bonus amount that also applies to substantially all other similarly situated employees of the Company Group members will not constitute "Good Reason"; (iii) a material change in the geographic location of the Executive's primary work facility or location by more location; provided, that a relocation of less than 35 miles from the Executive's then present location; provided, that a relocation to a location that is within 35 miles from the Executive's then-present primary residence will not be considered a material change in geographic location, location; or (iv) the failure of a the Company to obtain from any successor corporation or transferee of the Company an express written and unconditional assumption of the Company's obligations to assume the obligations Executive under this Agreement as contemplated by Section 8. the Agreement. In order for the termination of the Executive's employment with a the Company Group member to be for Good Reason, the Executive must not terminate employment without first providing written notice to the Company of the acts or omissions constituting the grounds for "Good Reason" within 60 90 days of the initial existence of the grounds for "Good Reason" and a cure period of 30 days following the date of written notice (the "Cure Period"), the such grounds must not have been cured during that such time, and the Executive must terminate the Executive's employment within 30 days following the last day of the Cure Period. View More
Good Reason. The the termination of the Executive's employment with the Company or such other applicable member of the Company Group by the Executive in accordance with the next sentence after the occurrence of one or more of the following events without the Executive's express written consent: (i) a material reduction of the Executive's duties, authorities, or responsibilities relative to the Executive's duties, authorities, or responsibilities in effect immediately prior to the such reduction; provided,... however, that continued employment following a Change in Control with substantially the same duties, authorities, or responsibilities with respect to the Company Group's Company's business and operations will not constitute "Good Reason" (for example, "Good Reason" does not exist if the Executive is employed by the Company Group or a successor with substantially the same duties, authorities, or responsibilities with respect to the Company Group's Company's business that the Executive had immediately prior to the Change in Control regardless of whether the Executive's title is revised to reflect the Executive's placement within the overall corporate hierarchy or whether the Executive provides services to a subsidiary, affiliate, business unit or otherwise); (ii) a material reduction by a the Company Group member in the Executive's rate of annual base salary by more than 10%; salary; provided, however, that, a reduction of annual base salary that also applies to substantially all other similarly situated employees of the Company Group members will not constitute "Good Reason"; (iii) a material change in the geographic location of the Executive's primary work facility or location by more location; provided, that a relocation of less than 35 miles from the Executive's then present location; provided, that a relocation to a location that is within 35 miles from the Executive's then-present primary residence will not be considered a material change in geographic location, location; or (iv) the failure of a the Company to obtain from any successor corporation or transferee of the Company an express written and unconditional assumption of the Company's obligations to assume the obligations Executive under this Agreement as contemplated by Section 8. the Agreement. In order for the termination of the Executive's employment with a the Company Group member to be for Good Reason, the Executive must not terminate employment without first providing written notice to the Company of the acts or omissions constituting the grounds for "Good Reason" within 60 90 days of the initial existence of the grounds for "Good Reason" and a cure period of 30 days following the date of written notice (the "Cure Period"), the such grounds must not have been cured during that such time, and the Executive must terminate the Executive's employment within 30 days following the last day of the Cure Period. View More
Good Reason. The the termination of the Executive's employment with the Company Group by the Executive in accordance with the next sentence after the occurrence of one or more of the following events without the Executive's express written consent: (i) a material reduction of the Executive's duties, authorities, or responsibilities relative to the Executive's duties, authorities, or responsibilities in effect immediately prior to the reduction; provided, however, that continued employment following a Change... in Control with substantially the same duties, authorities, or responsibilities with respect to the Company Group's business and operations will not constitute "Good Reason" (for example, "Good Reason" does not exist if the Executive is employed by the Company Group or a successor with substantially the same duties, authorities, or responsibilities with respect to the Company Group's business that the Executive had immediately prior to the Change in Control regardless of whether the Executive's title is revised to reflect the Executive's placement within the overall corporate hierarchy or whether the Executive provides services to a subsidiary, affiliate, business unit or otherwise); (ii) a reduction by a Company Group member in the Executive's rate of annual base salary by more than 10%; provided, however, that, a reduction of annual base salary that also applies to substantially all other similarly situated employees of the Company Group members will not constitute "Good Reason"; (iii) a material change in the geographic location of the Executive's primary work facility or location by more than 35 miles from the Executive's then present location; provided, that a relocation to a location that is within 35 miles from the Executive's then-present primary residence will not be considered a material change in geographic location, or (iv) failure of a successor corporation to assume the obligations under this Agreement as contemplated by Section 8. 8(a). In order for the termination of the Executive's employment with a Company Group member to be for Good Reason, the Executive must not terminate employment without first providing written notice to the Company of the acts or omissions constituting the grounds for "Good Reason" within 60 days of the initial existence of the grounds for "Good Reason" and a cure period of 30 days following the date of written notice (the "Cure Period"), the grounds must not have been cured during that time, and the Executive must terminate the Executive's employment within 30 days following the Cure Period. View More
Good Reason. The the termination of the Executive's employment with the Company Group by the Executive in accordance with the next sentence after the occurrence of one or more of the following events without the Executive's express written consent: (i) a material reduction of the Executive's duties, authorities, or responsibilities relative to the Executive's duties, authorities, or responsibilities in effect immediately prior to the reduction; reduction[; provided, however, that [(A)] continued employment... following a Change in Control with substantially the same duties, authorities, or responsibilities with respect to the Company Group's business and operations will not constitute "Good Reason" (for example, "Good Reason" does not exist if the Executive is employed by the Company Group or a successor with substantially the same duties, authorities, or responsibilities with respect to the Company Group's business that the Executive had immediately prior to the Change in Control regardless of whether the Executive's title is revised to reflect the Executive's placement within the overall corporate hierarchy or whether the Executive provides services to a subsidiary, affiliate, business unit or otherwise); otherwise)][[, and (B) (1) the appointment of a new Chief Executive Officer of the Company (other than Executive) to replace the Company's Chief Executive Officer in effect as of the date of this Agreement or (2) the appointment of another individual with authorities or duties greater than Executive's authorities or duties][, and (B) the Executive's ceasing to report to the Company's Chief Executive Officer or being the highest-ranking legal official at the surviving entity or its ultimate parent (including all parent and subsidiaries of the surviving entity)] will constitute "Good Reason"; (ii) a reduction by a Company Group member in the Executive's rate of annual base salary by more than 10%; 20%; provided, however, that, a reduction of annual base salary that also applies to substantially all other similarly situated employees of the Company Group members will not constitute "Good Reason"; (iii) a material change in the geographic location of the Executive's primary work facility or location by more than 35 50 miles OR from the Executive's then present location; provided, that a relocation to a location that is within 35 50 miles from the Executive's then-present primary residence will not be considered a material change in geographic location, or (iv) failure of a successor corporation to assume the obligations under this Agreement as contemplated by Section 8. 8(a). In order for the termination of the Executive's employment with a Company Group member to be for Good Reason, the Executive must not terminate employment without first providing written notice to the Company of the acts or omissions constituting the grounds for "Good Reason" within 60 30 days of the initial existence of the grounds for "Good Reason" and a cure period of 30 days following the date of written notice (the "Cure Period"), the grounds must not have been cured during that time, and the Executive must terminate the Executive's employment within 30 days following the Cure Period. View More
