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. For the sole purpose of determining Executive's right to severance payments and benefits as described above, Executive's resignation will be for "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 decrease in Executive's Annual Base Salary or Target Bonus, other than a reduction in Annual Base Salary of less than 10% that is implemented in connection with a contemporaneous and... proportional reduction in annual base salaries affecting all 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 (other than in connection with a corporate transaction where Executive continues to hold his position with respect to the Company's business, substantially as such business exists prior to the date of consummation of such corporate transaction, but does not hold such position with respect to the successor corporation), or (iii) the Company's material breach of any material agreement with the Executive. Notwithstanding the foregoing, no Good Reason will have occurred unless and until Executive has: (a) provided the Company, within 60 days of Executive's knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written-notice stating with reasonable specificity the applicable facts and circumstances underlying such finding of Good Reason; and (b) provided the Company with an opportunity to cure the same within 30 days after the receipt of such notice.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 for 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 decrease reduction in Executive's Annual Base Salary or Target Annual Bonus, other than a reduction in Annual Base Salary of less than 10% that is implemented in connection with a... contemporaneous and proportional reduction in annual base salaries affecting all 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 (other with the Company, (iii) the relocation of Executive's primary office to a location more than in connection with 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 corporate transaction where Executive continues to hold his position with respect relocation of Executive's primary work location to the Company's business, substantially as such business exists prior to headquarters in the date of consummation of such corporate transaction, but does not hold such position with respect to the successor corporation), Boston, Massachusetts metropolitan area) or (iii) (iv) the Company's material breach of any a material agreement with the Executive. provision of this Agreement. Notwithstanding the foregoing, no Good Reason will have occurred unless and until until: (a) Executive has: (a) has provided the Company, within 60 sixty (60) days of Executive's knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written-notice written notice stating with reasonable specificity the applicable facts and circumstances underlying such finding of Good Reason; and (b) provided the Company with has had an opportunity to cure the same within 30 thirty (30) days after the receipt of such notice. notice; and (c) the Company shall have failed to so cure within such period. View More
Good Reason. (f) Good Reason. For the sole purpose of determining Executive's right to severance payments and benefits as described above, Executive's resignation will be for 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 decrease reduction in Executive's Annual Base Salary or Target Bonus, other than a reduction in Annual Base Salary of less than 10% that is implemented in connection with... a contemporaneous and proportional reduction in annual base salaries affecting all other senior executives of the Company, Salary, (ii) a material decrease in Executive's authority or areas of responsibility as are commensurate with Executive's title or position (other with the Company, (iii) the relocation of Executive's primary office to a location more than in connection with a corporate transaction where Executive continues to hold his position with respect to twenty-five (25) miles from the Company's business, substantially Executive's primary office as such business exists prior to of the date of consummation of such corporate transaction, but does not hold such position with respect to the successor corporation), this Agreement or (iii) (iv) the Company's material breach of any a material agreement with the Executive. provision of this Agreement. Notwithstanding the foregoing, no Good Reason will have occurred unless and until Executive has: (a) provided the Company, within 60 sixty (60) days of Executive's knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written-notice written notice stating with reasonable specificity the applicable facts and circumstances underlying such finding of Good Reason; and (b) provided the Company with an opportunity to cure the same within 30 thirty (30) days after the receipt of such notice. 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, the Executive's resignation will be for "Good Reason" if the Executive resigns within ninety (90) days after any of the following events, unless Executive consents in writing to the applicable event: (i) a decrease material diminution in the Executive's responsibilities, authority and duties as an employee of the Company; (ii) a material reduction in Executive's Annual Base Salary or... Target Bonus, other Annual Bonus (other than as part of a general proportional reduction in Annual Base Salary for all senior executives); (iii) a requirement by the Company that the Executive relocate the Executive's principal location of less than 10% employment to a location that is implemented in connection with a contemporaneous and proportional reduction in annual base salaries affecting all other senior executives more than fifty (50) miles from the Executive's principal work location as of the Company, (ii) Effective Date; or (iv) a material decrease in Executive's authority or areas of responsibility as are commensurate with Executive's title or position (other than in connection with a corporate transaction where Executive continues to hold his position with respect to the Company's business, substantially as such business exists prior to the date of consummation of such corporate transaction, but does not hold such position with respect to the successor corporation), or (iii) the Company's material breach of any material agreement with the Executive. Employment Agreement by the Company. Notwithstanding the foregoing, no Good Reason will have occurred unless and until Executive has: (a) provided the Company, within 60 ninety (90) days of Executive's knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written-notice stating with reasonable specificity the applicable facts and circumstances underlying such finding of Good Reason; and (b) provided the Company with an opportunity to cure cure, and the Company has not cured, the same within 30 thirty (30) days after the receipt of such notice. notice; and (c) the terminates the Executive's employment within thirty (30) days after the end of the cure 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 for 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 decrease reduction in Executive's Annual Base Salary or Target Annual Bonus, other than a reduction in Annual Base Salary of less than 10% that is implemented in connection with a... contemporaneous and proportional reduction in annual base salaries affecting all 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 (other with the Company, (iii) the relocation of Executive's primary office to a location more than in connection with a corporate transaction where Executive continues to hold his position with respect to twenty-five (25) miles from the Company's business, substantially Executive's primary office as such business exists prior to of the date of consummation of such corporate transaction, but does not hold such position with respect to the successor corporation), this Agreement or (iii) (iv) the Company's material breach of any a material agreement with the Executive. provision of this Agreement. Notwithstanding the foregoing, no Good Reason will have occurred unless and until until: (a) Executive has: (a) has provided the Company, within 60 sixty (60) days of Executive's knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written-notice written notice stating with reasonable specificity the applicable facts and circumstances underlying such finding of Good Reason; and (b) provided the Company with has had an opportunity to cure the same within 30 thirty (30) days after the receipt of such notice. 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 for "Good Reason" if Executive resigns within ninety (90) days after any of the following events, unless Executive consents in writing to the applicable event: event; (i) a decrease in Executive's Annual Base Salary or Target Bonus, Salary, other than a reduction in Annual Base Salary of less than 10% that is implemented in connection with a... contemporaneous and proportional reduction in annual base salaries affecting all other senior executives of the Company, (ii) a material decrease in Executive's authority or areas of responsibility as are commensurate with Executive's then-current title or position (other than in connection with a corporate transaction where Executive continues to hold his the position referenced in Section 1(c) above with respect to the Company's business, substantially as such business exists prior to the date of consummation of such corporate transaction, but does not hold such position with respect to the successor corporation), or (iii) the Company's material breach relocation of any material agreement with the Executive. Executive's principal work location to a location more than 30 miles from Executive's then-current principal location of employment. Notwithstanding the foregoing, no Good Reason will have occurred unless and until Executive has: (a) provided the Company, within 60 days of Executive's knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written-notice stating with reasonable specificity the applicable facts and circumstances underlying such finding of Good Reason; and (b) provided the Company with an opportunity to cure the same within 30 days after the receipt of such notice. 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 for "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 decrease in Executive's Annual Base Salary or Target Bonus, Salary, other than a reduction in Annual Base Salary of less than 10% that is implemented in connection with a contemporaneous and... proportional reduction in annual base salaries affecting all other senior executives of the Company, (ii) a material decrease in Executive's authority or areas of responsibility as are commensurate with Executive's then-current title or position (other than in connection with a corporate transaction where Executive continues to hold his the position referenced in Section 1(c) above with respect to the Company's business, substantially as such business exists prior to the date of consummation of such corporate transaction, but does not hold such position with respect to the successor corporation), or (iii) the Company's material breach relocation of any material agreement with the Executive. Executive's principal work location to a location more than 30 miles from Executive's then-current principal location of employment. Notwithstanding the foregoing, no Good Reason will have occurred unless and until Executive has: (a) provided the Company, within 60 days of Executive's knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written-notice stating with reasonable specificity the applicable facts and circumstances underlying such finding of Good Reason; and (b) provided the Company with an opportunity to cure the same within 30 days after the receipt of such notice. 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 for "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 material decrease in Executive's Annual Base Salary or Target Bonus, Salary, other than a reduction in Annual Base Salary of less than 10% that is implemented in connection with a... contemporaneous and proportional reduction in annual base salaries affecting all other senior executives of the Company, (ii) a material decrease in Executive's authority or areas of responsibility as are commensurate with Executive's then-current title or position (other than in connection with a corporate transaction where Executive continues to hold his the position referenced in Section 1(c) above with respect to the Company's business, substantially as such business exists prior to the date of consummation of such corporate transaction, but does not hold such position with respect to the successor corporation), or (iii) material change in the Company's geographic location at which the Executive must perform the services under this Agreement, provided, that, a relocation of less than 30 miles from Executive's then present location will not be considered a material breach of any material agreement with change in the Executive. geographic location. Notwithstanding the foregoing, no Good Reason will have occurred unless and until Executive has: (a) provided the Company, within 60 days of Executive's knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written-notice stating with reasonable specificity the applicable facts and circumstances underlying such finding of Good Reason; and (b) provided the Company with an opportunity to cure the same within 30 days after the receipt of such notice. 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 for "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 material decrease in Executive's Annual Base Salary or Target Bonus, Salary, other than a reduction in Annual Base Salary of less than 10% that is implemented in connection with a... contemporaneous and proportional reduction in annual base salaries affecting all other senior executives of the Company, (ii) a material decrease in Executive's authority or areas of responsibility as are commensurate with Executive's then-current title or position (other than in connection with a corporate transaction where Executive continues to hold his the position referenced in Section 1(c) above with respect to the Company's business, substantially as such business exists prior to the date of consummation of such corporate transaction, but does not hold such position with respect to the successor corporation), or (iii) material change in the Company's geographic location at which the Executive must perform the services under this Agreement, provided, that, a relocation of less than 30 miles from Executive's then present location will not be considered a material breach of any material agreement with change in the Executive. geographic location. Notwithstanding the foregoing, no Good Reason will have occurred unless and until Executive has: (a) provided the Company, within 60 days of Executive's knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written-notice stating with reasonable specificity the applicable facts and circumstances underlying such finding of Good Reason; and (b) provided the Company with an opportunity to cure the same within 30 days after the receipt of such notice. notice View More
