Good Reason Definition Example with 4 Variations

Good Reason. The the occurrence of any one or more of the following events without the Executive's prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) as provided below: (i) a material diminution in the Executive's Base Salary position (including status, offices, titles and reporting requirements), authority, duties or Target Bonus; (ii) a change in the geographic location of the Principal Location by... more than 35 miles from its existing location; (iii) a material diminution in the Executive's title, authority or duties, responsibilities as contemplated by this Agreement, Section 2(a) hereof, excluding for this purpose any isolated, insubstantial or inadvertent actions not taken in bad faith and which are remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) the Company's material reduction of the Executive's Base Salary, as the same may be increased from time to time; (iii) a material change in the geographic location of the Principal Location which shall, in any event, include only a relocation of the Principal Location by more than 30 miles from its existing location; (iv) the Company's material breach of this Agreement. Notwithstanding the foregoing, the Executive will not be deemed to have resigned for Good Reason unless (1) the Executive provides the Company with written notice setting forth in reasonable detail the facts and circumstances claimed by the Executive to constitute Good Reason within 30 90 days after the date of the occurrence of any event that the Executive knows or should reasonably have known to constitute Good Reason, (2) the Company fails to cure such acts or omissions within 30 days following its receipt of such notice, and (3) the effective date of the Executive's termination for Good Reason occurs no later than 60 days after the expiration of the Company's cure period. period View More

Good Reason. The the occurrence of any one or more of the following events without the Executive's prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) as provided below: (i) a material diminution in the Executive's Base Salary or Target Bonus; (ii) a change in the geographic location of the Principal Location by more than 35 miles from its existing location; (iii) a material diminution in the Executive's... title, authority or duties, as contemplated by this Agreement, excluding for this purpose any isolated, insubstantial or inadvertent actions not taken in bad faith and which are remedied by the Company promptly after receipt of notice thereof given by the Executive; Executive, but including PubCo's failure to cause the Executive to be nominated to stand for election to the Board at any meeting of stockholders of PubCo during which any such election is held and the Executive's term as a director will expire if he is not reelected; provided, however that PubCo shall not be required to cause such nomination if any of the events constituting Cause have occurred and not been cured; (iv) the Company's material breach of this Agreement. 10 Notwithstanding the foregoing, the Executive will not be deemed to have resigned for Good Reason unless (1) the Executive provides the Company with written notice setting forth in reasonable detail the facts and circumstances claimed by the Executive to constitute Good Reason within 30 days after the date of the occurrence of any event that the Executive knows or should reasonably have known to constitute Good Reason, (2) the Company fails to cure such acts or omissions within 30 days following its receipt of such notice, and (3) the effective date of the Executive's termination for Good Reason occurs no later than 60 days after the expiration of the Company's cure period. View More

Good Reason. The the occurrence of any one or more of the following events without the Executive's prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) as provided below: (i) a i.a material diminution in the Executive's Base Salary or Target Bonus, other than as part of an across-the-board reduction applicable to the Company's senior executives, and further excluding any voluntary reductions in Base Salary... and/or Target Bonus; (ii) a ii.a change in the geographic location of the Principal Location by more than 35 miles from its existing location; (iii) a iii.a material diminution in the Executive's title, authority or duties, as contemplated by this Agreement, excluding for this purpose any isolated, insubstantial or inadvertent actions not taken in bad faith and which are remedied by the Company promptly after receipt of notice thereof given by the Executive; (iv) the or iv.the Company's material breach of this Agreement. Notwithstanding the foregoing, the Executive will not be deemed to have resigned for Good Reason unless (1) the Executive provides the Company with written notice setting forth in reasonable detail the facts and circumstances claimed by the Executive to constitute Good Reason within 30 45 days after the date of the occurrence of any event that the Executive knows or should reasonably have known to constitute Good Reason, (2) the Company fails to cure such acts or omissions within 30 days following its receipt of such notice, and (3) the effective date of the Executive's termination for Good Reason occurs no later than 60 days after the expiration of the Company's cure period. View More

Good Reason. The For purposes of this Agreement, 'Good Reason' shall mean the occurrence of any one or more of the following events events, in any case, without the Executive's prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) as provided below: (i) a material diminution in the Executive's Base Salary position (including status, titles and reporting requirements), authority, duties or Target Bonus; (ii)... a change in the geographic location of the Principal Location by more than 35 miles from its existing location; (iii) a material diminution in the Executive's title, authority or duties, as contemplated by this Agreement, responsibilities, excluding for this purpose any isolated, insubstantial or inadvertent actions not taken in bad faith and which are remedied by the Company promptly after receipt of notice thereof given by Executive; (ii) a material reduction in Executive's annual base salary, as the Executive; (iv) the Company's same may be increased from time to time; or (iii) a material breach by the Company of this Agreement. Notwithstanding the foregoing, the Executive will not be deemed to have resigned for Good Reason unless (1) the Executive provides the Company with written notice setting forth in reasonable detail the facts and circumstances claimed by the Executive to constitute Good Reason within 30 sixty (60) days after the date of the occurrence of any event that the Executive knows or should reasonably have known to constitute Good Reason, (2) the Company fails to cure such acts or omissions within 30 thirty (30) days following its receipt of such notice, and (3) the effective date of the Executive's termination for Good Reason occurs no later than 60 sixty (60) days after the expiration of the Company's cure period. View More