Good Reason Definition Example

Good Reason. For resigning from employment with the Company if any of the following actions are taken by the Company without your prior written consent: (i) a material reduction in your duties or responsibilities without your consent, provided that neither a change in title, nor a change in your reporting relationships by virtue of the Company being acquired or made part of a larger entity (as, for example, where the Company becomes a subsidiary or operating unit of the acquiring or surviving entity... following a Change in Control) will be deemed a "material reduction" in and of itself unless your new position, duties and responsibilities are materially reduced from such prior duties and responsibilities; (ii) a material reduction in your base salary, unless such reduction is made in connection with a similar action affecting all senior executives; or (iii) a relocation of your principal place of employment to a place that increases your one-way commute by more than 50 miles as compared to your then-current principal place of employment immediately prior to such relocation. In order to resign for Good Reason, you must provide written notice to the board of directors of the Company within 90 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for your resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, you must resign from all positions you then hold with the Company not later than 30 days after the expiration of the cure period. View More