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. Means Executive's termination of employment within ninety (90) days following the expiration of any cure period (discussed below) following the occurrence, without Executive's consent, of one or more of the following: (i) A material reduction of Executive's duties, authority or responsibilities, relative to Executive's duties, authority or responsibilities in effect immediately prior to such reduction; (ii) A material reduction in Executive's base compensation (except where there is a reduction... applicable to all similarly situated executive officers generally); (iii) A material change in the geographic location of Executive's primary work facility or location; provided, that a relocation of less than thirty-five (35) miles from Executive's then-present work location will not be considered a material change in geographic location; or (iv) A material breach by the Company of a material provision of this Agreement. Executive will not resign for Good Reason without first providing the Company with written notice within sixty (60) days of the event that Executive believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice during which such condition must not have been cured.View More
Good Reason. Means For purposes of this Agreement, "Good Reason" means Executive's termination of employment resignation within ninety (90) thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence, without Executive's consent, occurrence of one or more of the following: following, without Executive's consent: (i) A a material reduction of Executive's duties, authority authority, duties or responsibilities, relative to unless Executive is provided with a... comparable position; for purposes of clarification, should the Company be acquired and made part of a larger entity, whether as a subsidiary, business unit or otherwise and Executive by virtue of such event, experiences a material reduction of Executive's duties, authority authority, duties or responsibilities (for example, but not by way of limitation, if the Chief Executive Officer of the Company remains the Chief Executive Officer of the Company following an acquisition where the Company becomes a wholly owned subsidiary of the acquirer, but is not made the Chief Executive Officer of the acquiring corporation), such material diminution will constitute "Good Reason" under this subsection; provided, however, a reduction in authority, duties, or responsibilities solely by virtue of the Company becoming privately held pursuant to a transaction or Company action(s) endorsed by a majority of the members of the Board (as, for example, when the Chief Executive Officer of the Company remains as such following the Company becoming privately held, but is not the Chief Executive Officer of a publicly traded Company) will not constitute "Good Reason"; (ii) a material reduction by the Company (or its successor) in Executive's base compensation as in effect immediately prior to such reduction; (ii) A material reduction in Executive's reduction, unless the Company also similarly reduces the base compensation (except where there is of all other executives of the Company; or (iii) a reduction applicable to all similarly situated executive officers generally); (iii) A material change in the geographic location of Executive's primary work facility or location; provided, that a relocation of fifty (50) miles or less than thirty-five (35) miles from Executive's then-present then present location, to Executive's home as his primary work location location, being required to work remotely from home during the COVID-19 pandemic or any similar outbreak of infectious disease, or the return to work thereafter at the office where Executive was assigned as of the start of such remote work, will not be considered a material change in geographic location; or (iv) A material breach by location. In order for an event to qualify as Good Reason, Executive must not terminate employment with the Company of a material provision of this Agreement. Executive will not resign for Good Reason without first providing the Company with written notice within sixty (60) days of the event that Executive believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason "Good Reason" within ninety (90) days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of not less than thirty (30) days following the date of such notice during which notice, and such condition grounds must not have been cured. cured during such time. Any resignation for Good Reason must occur within two (2) years of the initial existence of the acts or omissions constituting the grounds for "Good Reason". View More
Good Reason. Means Good Reason" means Executive's termination of employment within ninety (90) thirty (30) days following the expiration of any cure period (discussed below) following the occurrence, without Executive's consent, occurrence of one or more of the following: following, without Executive's consent: (i) A material reduction of Executive's duties, authority or responsibilities, relative to Executive's duties, authority or responsibilities in effect immediately prior to such reduction; provided,... however, that a reduction in duties, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Executive Officer of the Company remains as such following a change of control but is not made the Chief Executive Officer of the acquiring corporation) will not constitute Good Reason; (ii) A material reduction in Executive's base compensation Base Salary (except where there is a reduction applicable to all similarly situated executive officers generally); provided, that a reduction of less than ten percent (10%) will not be considered a material reduction in Base Salary; (iii) A material change in the geographic location of Executive's primary work facility or location; provided, that a relocation of less than thirty-five (35) fifty (50) miles from Executive's then-present work location will not be considered a material change in geographic location; or (iv) A material breach by the Company of a material provision of this Agreement. Executive will not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for Good Reason within sixty (60) days of the event that Executive believes constitutes "Good Reason" specifically identifying the acts or omissions constituting initial existence of the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of the Company receives such notice during which such condition must not have been cured. View More
Good Reason. Means Executive's termination of employment within ninety (90) days following the expiration of any cure period (discussed below) following the occurrence, without Executive's consent, of one or more of the following: (i) A material reduction of Executive's duties, authority or responsibilities, relative to Executive's duties, authority or responsibilities in effect immediately prior to such reduction; (ii) i. A material reduction in Executive's base compensation (except where there is a... reduction applicable to all similarly situated executive officers generally); (iii) A material change in the geographic location of Executive's primary work facility or location; provided, that a relocation reduction of less than thirty-five (35) miles from Executive's then-present work location ten percent (10%) will not be considered a material change reduction in geographic location; base compensation; or (iv) ii. A material breach by the Company of a material provision of this Agreement. Executive will not resign for Good Reason without first providing the Company with written notice within sixty (60) days of the event that Executive believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice during which such condition must not have been cured. View More
Good Reason. Means For the purposes of this Agreement, "Good Reason" means Executive's termination of employment resignation within ninety (90) thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence, without Executive's consent, occurrence of one or more of the following: following, without Executive's express written consent: (i) A material the assignment to Executive of any duties beyond the generally recognized scope of employment of a company... president and/or chief executive officer or the reduction of Executive's duties or the removal of Executive from his position and responsibilities as president or chief executive officer, either of which must result in a material diminution of Executive's authority, duties, authority or responsibilities, relative to Executive's duties, authority or responsibilities with the Company in effect immediately prior to such reduction; assignment; provided, however, if the Executive is provided with an alternative executive type position within the Company or its subsidiaries at the same or better compensation as proved herein or that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity will not constitute "Good Reason"; (ii) A material a reduction in Executive's base compensation Base Salary (except where there is a reduction applicable to all similarly situated executive officers generally); the management team generally of not more than 10% of Executive's Base Salary); or (iii) A a material change in the geographic location of Executive's primary work facility or location; provided, that a relocation of less than thirty-five (35) fifty (50) miles from Executive's then-present then present work location will not be considered a material change in geographic location; or (iv) A material breach by the Company of a material provision of this Agreement. location. Executive will not resign for Good Reason without first providing the Company with written notice within sixty (60) days of the event that Executive believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason "Good Reason" within ninety (90) days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of not less than thirty (30) days following the date of such notice and such grounds for "Good Reason" have not been cured during which such condition must not have been cured. cure period. View More
Good Reason. Means For the purposes of this Agreement, "Good Reason" means Executive's termination of employment resignation within ninety (90) thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence, without Executive's consent, occurrence of one or more of the following: following, without Executive's express written consent: (i) A material the assignment to Executive of any duties beyond the generally recognized scope of employment of a company... chief financial officer and senior vice president finance and administration or the reduction of Executive's duties or the removal of Executive from his position and responsibilities as chief financial officer and senior vice president finance and administration, either of which must result in a material diminution of Executive's authority, duties, authority or responsibilities, relative to Executive's duties, authority or responsibilities with the Company in effect immediately prior to such reduction; assignment; provided, however, if the Executive is provided with an alternative executive type position within the Company or its subsidiaries at the same or better compensation as proved herein or that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity will not constitute "Good Reason"; (ii) A material a reduction in Executive's base compensation Base Salary (except where there is a reduction applicable to all similarly situated executive officers generally); the management team generally of not more than 10% of Executive's Base Salary); or (iii) A a material change in the geographic location of Executive's primary work facility or location; provided, that a relocation of less than thirty-five (35) fifty (50) miles from -8- Executive's then-present then present work location will not be considered a material change in geographic location; or (iv) A material breach by the Company of a material provision of this Agreement. location. . Executive will not resign for Good Reason without first providing the Company with written notice within sixty (60) days of the event that Executive believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason "Good Reason" within ninety (90) days of the initial existence of the grounds for "Good Reason" and providing a reasonable cure period of not less than thirty (30) days following the date of such notice and such grounds for "Good Reason" have not been cured during which such condition must not have been cured. cure period. View More
Good Reason. Means For purposes of this Agreement, "Good Reason" means Executive's termination of employment resignation within ninety (90) thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence, without Executive's consent, occurrence of one or more of the following: following, without Executive's consent: (i) A a material reduction of Executive's duties, authority authority, duties or responsibilities, relative to unless Executive is provided with a... comparable position; for purposes of clarification, should the Company be acquired and made part of a larger entity, whether as a subsidiary, business unit or otherwise and Executive by virtue of such event, experiences a material reduction of Executive's duties, authority authority, duties or responsibilities (for example, but not by way of limitation, if the Chief Executive Officer of the Company remains the Chief Executive Officer of the Company following an acquisition where the Company becomes a wholly owned subsidiary of the acquirer, but is not made the Chief Executive Officer of the acquiring corporation), such material diminution will constitute "Good Reason" under this subsection; provided, however, a reduction in authority, duties, or responsibilities solely by virtue of the Company becoming privately held pursuant to a transaction or Company action(s) endorsed by a majority of the members of the Board (as, for example, when the Chief Executive Officer of the Company remains as such following the Company becoming privately held, but is not the Chief Executive Officer of a publicly traded Company) will not constitute "Good Reason"; (ii) a material reduction by the Company (or its successor) in Executive's base compensation as in effect immediately prior to such reduction; (ii) A material reduction in Executive's reduction, unless the Company also similarly reduces the base compensation (except where there is of all other executives of the Company; or (iii) a reduction applicable to all similarly situated executive officers generally); (iii) A material change in the geographic location of Executive's primary work facility or location; provided, that a relocation of fifty (50) miles or less than thirty-five (35) miles from Executive's then-present then present location or to Executive's home as his primary work location will not be considered a material change in geographic location; or (iv) A material breach by location. In order for an event to qualify as Good Reason, Executive must not terminate employment with the Company of a material provision of this Agreement. Executive will not resign for Good Reason without first -5- providing the Company with written notice within sixty (60) days of the event that Executive believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason "Good Reason" within ninety (90) days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of not less than thirty (30) days following the date of such notice during which notice, and such condition grounds must not have been cured. cured during such time. View More
Good Reason. Means will mean Executive's termination of employment within ninety (90) days following the expiration of any cure period (discussed below) following the occurrence, without Executive's consent, occurrence of one or more of the following: following, without Executive's consent: (i) A material reduction of in Executive's authority, duties, authority or responsibilities, responsibilities relative to Executive's duties, authority authority, duties or responsibilities in effect immediately prior to... such reduction; provided, however, that a reduction in authority, duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity shall not constitute "Good Reason"; -7- (ii) A material reduction in by the Company of Executive's base compensation (except where there is a reduction applicable salary in effect immediately prior to all similarly situated executive officers generally); such reduction; (iii) A material change in the geographic location of Executive's primary work facility or location; provided, that a at which Executive must perform services (in other words, the relocation of less Executive to a facility that is more than thirty-five (35) fifty (50) miles from Executive's then-present work location will not be considered a material change in geographic location; or (iv) A material breach by the Company of a material provision of this Agreement. current location). Executive will not resign for Good Reason without first providing the Company with written notice within sixty (60) days of the event that Executive believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice during which such condition must not have been cured. notice. View More
Good Reason. Means will mean Executive's termination of employment within ninety (90) days following the expiration of any cure period (discussed below) following the occurrence, without Executive's consent, occurrence of one or more of the following: following, without Executive's consent: (i) A material reduction of in Executive's authority, duties, authority or responsibilities, responsibilities relative to Executive's duties, authority authority, duties or responsibilities in effect immediately prior to... such reduction; provided, however, that a reduction in authority, duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity shall not constitute "Good Reason"; (ii) A material reduction in by the Company of Executive's base compensation (except where there is a reduction applicable salary in effect immediately prior to all similarly situated executive officers generally); such reduction; (iii) A material change in the geographic location of Executive's primary work facility or location; provided, that a at which Executive must perform services (in other words, the relocation of less Executive to a facility that is more than thirty-five (35) fifty (50) miles from Executive's then-present work location will not be considered a material change in geographic location; or (iv) A material breach by the Company of a material provision of this Agreement. current location). Executive will not resign for Good Reason without first providing the Company with written notice within sixty (60) days of the event that Executive believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice during which such condition must not have been cured. notice. View More
Good Reason. Means will mean Executive's termination of employment within ninety (90) days following the expiration of any cure period (discussed below) following the occurrence, without Executive's consent, occurrence of one or more of the following: following, without Executive's consent: (i) A material reduction of in Executive's authority, duties, authority or responsibilities, responsibilities relative to Executive's duties, authority position or responsibilities in effect immediately prior to such... reduction; (ii) A material reduction in Executive's base compensation (except where there is a reduction applicable salary as in effect immediately prior to all similarly situated executive officers generally); such reduction; or (iii) A material change in the geographic location of Executive's primary work facility or location; provided, that a at which Executive must perform services (in other words, the relocation of less Executive to a facility that is more than thirty-five (35) fifty (50) miles from Executive's then-present work location will not be considered a material change in geographic location; or (iv) A material breach by the Company of a material provision of this Agreement. then-current location). Executive will not resign for Good Reason without first providing the Company with written notice within sixty (60) ninety (90) days of the event that Executive believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice during which such condition must not have been cured. notice. View More
Good Reason. Means will mean Executive's termination of employment within ninety (90) days following the expiration of any cure period (discussed below) following the occurrence, without Executive's consent, occurrence of one or more of the following: following, without Executive's consent: (i) A material reduction of in Executive's authority, duties, authority or responsibilities, responsibilities relative to Executive's duties, authority position or responsibilities in effect immediately prior to such... reduction; -6- (ii) A material reduction in Executive's base compensation (except where there is a reduction applicable salary as in effect immediately prior to all similarly situated executive officers generally); such reduction; or (iii) A material change in the geographic location of Executive's primary work facility or location; provided, that a at which Executive must perform services (in other words, the relocation of less Executive to a facility that is more than thirty-five (35) fifty (50) miles from Executive's then-present work location will not be considered a material change in geographic location; or (iv) A material breach by the Company of a material provision of this Agreement. then-current location). Executive will not resign for Good Reason without first providing the Company with written notice within sixty (60) ninety (90) days of the event that Executive believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice during which such condition must not have been cured. notice. View More
