Good Reason Definition Example

Good Reason. If Executive resigns his employment with the Company (a) as a result of one or more of the following actions (in each case taken without Executive's written consent): (i) a reduction in Executive's Base Salary (other than as part of an across-the-board reduction that (A) results in a 10% or less reduction of Executive's Base Salary as in effect on the date of any such reduction or (B) is approved by the Chief Executive Officer of the Company), (ii) a material diminution of Executive's job... duties or responsibilities inconsistent with Executive's position, which shall include, without limitation, Executive's removal from the position specified in Section 2(a) or the Company's hiring an individual at an equivalent or senior level to Executive to perform substantially the same duties and responsibilities set forth in Section 2(a)); (iii) any other material breach by the Company or Holdings (or their successors) of this Agreement; or (iv) a relocation of the Company's and Holdings' principal executive offices and corporate headquarters outside of a thirty (30) mile radius of Nashville, Tennessee following relocation thereto in accordance with Section 1; provided that, none of the events described in clauses (i) through (iv) above shall constitute Good Reason unless Executive shall have notified the Company and/or Holdings in writing describing the event which constitutes Good Reason within ninety (90) days after the occurrence of such event and then only if the Company and/or Holdings and the Subsidiaries shall have failed to cure such event within thirty (30) days after the Company's and/or Holdings' receipt of such written notice and Executive elects to terminate his employment as a result at the end of such thirty (30) day period, or (b) for any reason within 180 days following a Sale of the LLC (as defined in the LLC Agreement). View More