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. (i) any material diminution in Executive's responsibilities, authorities, title, reporting structure or duties, (ii) any material reduction in Executive's (x) Base Salary or (y) target Annual Bonus opportunity (except in the event of an across the board reduction in Base Salary or target Annual Bonus opportunity of up to 10%, applicable to substantially all senior executives of the Company), (iii) a relocation of Executive's principal place of employment by more than fifty (50) miles from the... location of Executive's principal place of employment on the Effective Date and such principal place of employment is more than fifty (50) miles from Executives principal residence or (iv) a material breach by the Company of any material provisions of this Agreement; provided, that no event described in clause (i), (ii), (iii) or (iv) shall constitute Good Reason unless (A) Executive has given the Company written notice of the termination, setting forth the conduct of the Company that is alleged to constitute Good Reason, within sixty (60) days following the occurrence of such event, and (B) Executive has provided the Company at least sixty (60) days following the date on which such notice is provided to cure such conduct and the Company has failed to do so. Failing such cure, a termination of employment by Executive for Good Reason shall be effective on the day following the expiration of such cure period.View More
Good Reason. without Executive's consent, (i) any material diminution in Executive's responsibilities, authorities, title, reporting structure authorities or duties; provided that in the event of Executive's Disability, the Company's appointment of an interim Chief Executive Officer shall not constitute a diminution of Executive's responsibilities, authorities or duties, (ii) any material reduction in Executive's (x) Base Salary or (y) target Annual Target Bonus opportunity Opportunity (except in the event... of an across the board reduction in Base Salary or target Annual Target Bonus opportunity of up to 10%, Opportunity applicable to substantially all senior executives of the Company), (iii) a relocation of Executive's principal place of employment by more than fifty (50) miles from the location of Executive's principal place of employment on the Effective Date and such principal place of employment is more than fifty (50) miles from Executives principal residence or (iv) Executive is not a material breach by member of the Company of any material provisions of this Agreement; Board; provided, that no event described in clause (i), (ii), (iii) or (iv) shall constitute Good Reason unless (A) Executive has given the Company written notice of the termination, setting forth the conduct of the Company that is alleged to constitute Good Reason, within sixty (60) thirty (30) days following the occurrence of such event, and (B) Executive has provided the Company at least sixty (60) days following the date on which such notice is provided to cure such conduct and the Company has failed to do so. Failing such cure, a termination of employment by Executive for Good Reason shall be effective on the day following the expiration of such cure period. View More
Good Reason. (i) any material diminution in Executive's responsibilities, authorities, title, reporting structure title or duties, or change in Executive's reporting relationship hereunder other than as part of a Change in Control (ii) any a material reduction in Executive's (x) Base Salary or (y) target Annual Bonus opportunity (except in the event of an across the board reduction in Base Salary or target Annual Bonus opportunity other than as part of up to 10%, applicable to substantially a like reduction... for all senior executives of the Company), or (iii) a relocation of Executive's principal place of employment by more than fifty (50) miles from the location of Executive's principal place of employment on the Effective Date and such principal place of employment is more than fifty (50) miles from Executives principal residence or (iv) a material breach by the Company of any material provisions of this Agreement; residence; provided, that no event described in clause (i), (ii), or (iii) or (iv) shall constitute Good Reason unless (A) Executive has given the Company written notice of the termination, setting forth the conduct of the Company that is alleged to constitute Good Reason, within sixty (60) days following the occurrence of such event, and (B) Executive has provided the Company at least sixty (60) days following the date on which such notice is provided to cure such conduct and the Company has failed to do so. Failing such cure, a termination of employment by Executive for Good Reason shall be effective on the day following the expiration of such cure period. View More
Good Reason. without Executive's consent, (i) any material diminution in Executive's responsibilities, authorities, title, reporting structure authorities or duties; provided that in the event of Executive's Disability, the Company's appointment of an interim Chief Executive Officer shall not constitute a diminution of Executive's responsibilities, authorities or duties, (ii) any material reduction in Executive's (x) Base Salary or (y) target Annual Target Bonus opportunity Opportunity (except in the event... of an across the board reduction in Base Salary or target Annual Target Bonus opportunity of up to 10%, Opportunity applicable to substantially all senior executives of the Company), (iii) a relocation of Executive's principal place of employment (as provided in Section 2) by more than fifty (50) miles from miles, (iv) as of the location CEO Effective Date, the Company's failure to appoint Executive as CEO and as a member of the Board as required by the terms herein, or (v) in connection with any election of directors to the Board during the Term upon the expiration of Executive's principal place of employment then-current term on the Effective Date and such principal place of employment is more than fifty (50) miles from Executives principal residence or (iv) a material breach by Board, the Company of any material provisions of this Agreement; Company's failure to nominate Executive for re-election to the Board; provided, that no event described in clause (i), (ii), (iii) (ii) ,(iii), (iv) or (iv) (v) shall constitute Good Reason unless (A) Executive has given the Company written notice of the termination, setting forth the conduct of the Company that is alleged to constitute Good Reason, within sixty (60) thirty (30) days following the occurrence of such event, and (B) Executive has provided the Company at least sixty (60) days following the date on which such notice is provided to cure such conduct and the Company has failed to do so. Failing such cure, a termination of employment by Executive for Good Reason shall be effective on the day following the expiration of such cure period. View More
Good Reason. that any one or more of the following has occurred without Executive's specific written consent, (i) any material diminution in Executive's responsibilities, authorities, authorities or duties or in Executive's title, reporting structure or duties, (ii) any material reduction in Executive's (x) Base Salary or (y) target Annual Bonus opportunity (except in the event of an across the board reduction in Base Salary or target Annual Bonus opportunity of up to 10%, applicable to substantially all... senior executives of the Company), bonus opportunity, (iii) a relocation transfer of Executive's principal place of employment by more than fifty (50) thirty-five (35) miles from the location of Executive's principal place of employment on the Effective Date and such principal place of employment is more than fifty (50) miles from Executives principal residence its then current location, or (iv) a material any breach or violation by the Company of any material provisions of this Agreement; provided, that no event described in clause (i), (ii), (iii) or (iv) shall constitute Good Reason unless (A) Executive has given the Company written notice of the termination, setting forth the conduct of the Company that is alleged to constitute Good Reason, within sixty (60) days following the occurrence of such event, and (B) Executive has provided the Company at least sixty (60) thirty (30) days following the date on which such notice is provided to cure such conduct and the Company has failed to do so. Failing such cure, so, and (C) a termination of employment by Executive for Good Reason shall be is effective on the day following the expiration of such cure period. View More
Good Reason. without Executive's consent, (i) any material diminution in Executive's responsibilities, authorities, title, reporting structure authorities or duties; provided that in the event of Executive's Disability, the Company's appointment of an interim Chief Executive Officer shall not constitute a diminution of Executive's responsibilities, authorities or duties, (ii) any material reduction in Executive's (x) Base Salary or (y) target Annual Target Bonus opportunity Opportunity (except in the event... of an across the board reduction in Base Salary or target Annual Target Bonus opportunity of up to 10%, Opportunity applicable to substantially all senior executives of the Company), or (iii) a relocation of Executive's principal place of employment by more than fifty (50) miles from the location of Executive's principal place of employment on the Effective Date and such principal place of employment is more than fifty (50) miles from Executives principal residence or (iv) a material breach by the Company of any material provisions of this Agreement; miles; provided, that no event described in clause (i), (ii), or (iii) or (iv) shall constitute Good Reason unless (A) Executive has given the Company written notice of the termination, setting forth the conduct of the Company that is alleged to constitute Good Reason, within sixty (60) thirty (30) days following the he occurrence of such event, and (B) Executive has provided the Company at least sixty (60) days following the date on which such notice is provided to cure such conduct and the Company has failed to do so. Failing such cure, a termination of employment by Executive for Good Reason shall be effective on the day following the expiration of such cure period. period View More
