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 purposes of this Agreement, Executive shall have 'Good Reason' for resignation from employment with the Company if any of the following actions are taken by the Company without Executive's prior written consent: (i) a material reduction in Executive's Base Salary, unless pursuant to a salary reduction program applicable generally to the Company's senior executives; (ii) a material reduction in Executive's duties (including responsibilities and/or authorities), provided, however, that a... change in job position (including a change in title) shall not be deemed a 'material reduction' in and of itself unless Executive's new duties are materially reduced from the prior duties; or (iii) relocation of Executive's principal place of employment to a place that increases Executive's one-way commute by more than fifty (50) miles as compared to Executive's then-current principal place of employment immediately prior to such relocation. In order for Executive to resign for Good Reason, each of the following requirements must be met: (iv) Executive must provide written notice to the Company's Chief Executive Officer within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive's resignation, (v) Executive must allow the Company at least 30 days from receipt of such written notice to cure such event, (vi) such event is not reasonably cured by the Company within such 30 day period (the 'Cure Period'), and (vii) Executive must resign from all positions Executive then holds with the Company not later than 30 days after the expiration of the Cure Period.View More
Good Reason. For purposes of this Agreement, Executive shall have 'Good Reason' "Good Reason" for resignation from employment with the Company if any either of the following actions are taken by the Company without Executive's prior written consent: (i) (a) a material reduction in Executive's Base Salary, unless pursuant to a salary reduction program applicable generally to the Company's senior executives and in no greater percentage than the average reduction across all senior executives; (ii) or (b) a... material reduction in diminution of Executive's authority, duties (including responsibilities and/or authorities), or responsibilities; provided, however, that a change in job Executive's position (including following a change Change in title) Control shall not be deemed constitute Good Reason so long as Executive retains substantially the same duties and responsibilities of a 'material reduction' division, subsidiary or business unit that constitutes substantially the same business of the Company following the Change in and of itself unless Executive's new duties are materially reduced from Control; or (c) the prior duties; or (iii) relocation of Executive's the principal place of employment the Company's business to a place location that increases Executive's one-way commute by is more than fifty (50) miles as compared to Executive's then-current from its present location (other than a relocation which reduces the distance between the Company's principal place of employment immediately prior to such relocation. business and Executive's then residence). In order for Executive to resign for Good Reason, each of the following requirements must be met: (iv) (a) Executive must provide written notice to the Company's Chief Executive Officer Board within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive's resignation, (v) resignation; (b) Executive must allow the Company at least 30 days from receipt of such written notice to cure such event, (vi) event; (c) such event is not reasonably cured by the Company within such 30 day period (the 'Cure Period'), "Cure Period"); and (vii) (d) Executive must resign from all positions Executive then holds with the Company not later than 30 days after the expiration of the Cure Period. Period View More
Good Reason. For purposes of this Agreement, Executive shall have 'Good Reason' "Good Reason" for resignation from employment with the Company if any of the following actions are taken by the Company without Executive's prior written consent: (i) a material reduction in Executive's Base Salary, unless pursuant to a salary reduction program applicable 6. generally to the Company's senior executives; or (ii) a material reduction in Executive's duties (including responsibilities and/or authorities), provided,... however, that a change in job position (including a change in title) or reporting line shall not be deemed a 'material reduction' "material reduction" in and of itself unless Executive's new duties are materially reduced from the prior duties; or (iii) relocation of Executive's principal place of employment to a place that increases Executive's one-way commute by more than fifty (50) miles as compared to Executive's then-current principal place of employment immediately prior to such relocation. duties. In order for Executive to resign for Good Reason, each of the following requirements must be met: (iv) (iii) Executive must provide written notice to the Company's Chief Executive Officer Company within 30 calendar days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive's resignation, (v) (iv) Executive must allow the Company at least 30 calendar days from receipt of such written notice to cure such event, (vi) (v) such event is not reasonably cured by the Company within such 30 calendar day period (the 'Cure Period'), "Cure Period"), and (vii) (vi) Executive must resign from all positions Executive then holds with the Company and its affiliates not later than 30 calendar days after the expiration of the Cure Period. View More
Good Reason. For purposes of this Agreement, Executive shall have 'Good Reason' "Good Reason" for resignation from employment with the Company if any of the following actions are taken by the Company or a successor corporation or entity without Executive's prior written consent: (i) (a) a material reduction in Executive's base salary, which the Parties agree is a reduction of at least 10% of Executive's Base Salary, unless Salary (unless pursuant to a salary reduction program applicable generally to the... Company's senior executives; (ii) similarly situated employees); (b) a material reduction in Executive's duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a 'material reduction' "material reduction" in and of itself unless Executive's new duties are materially reduced from the prior duties; or (iii) (c) relocation of Executive's principal place of employment to a place that increases Executive's one-way commute by more than fifty (50) thirty-five (35) miles as compared to Executive's then-current principal place of employment immediately prior to such relocation. In order for Executive to resign for Good Reason, each of the following requirements must be met: (iv) Executive must provide written notice to the Company's Chief Executive Officer Board within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive's resignation, (v) Executive must allow the Company at least 30 days from receipt of such written notice to cure such event, (vi) and if such event is not reasonably cured by the Company within such 30 day period (the 'Cure Period'), and (vii) period, Executive must resign from all positions Executive then holds with the Company not later than 30 days after the expiration of the Cure Period. cure period. View More
Good Reason. For purposes of this Agreement, Executive shall have 'Good Reason' "Good Reason" for resignation from employment with the Company if any of the following actions are taken by the Company without Executive's prior written consent: (i) (a) a material reduction in Executive's Base Salary, unless pursuant to base salary, which the parties agree is a salary reduction program applicable generally to the Company's senior executives; (ii) of at least 10% of Executive's base salary; (b) a material... reduction in Executive's duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a 'material reduction' "material reduction" in and of itself unless Executive's new duties are materially reduced from the prior duties; or (iii) (c) relocation of Executive's principal place of employment to a place that increases Executive's one-way commute by more than fifty (50) thirty-five (35) miles as compared to Executive's then-current principal place of employment immediately prior to such relocation. In order for Executive to resign for Good Reason, each of the following requirements must be met: (iv) Executive must provide written notice to the Company's Chief Executive Officer Chairman within 30 45 days after he first has knowledge of the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive's resignation, (v) Executive must allow the Company at least 30 45 days from receipt of such written notice to cure such event, (vi) and if such event is not reasonably cured by the Company within such 30 day period (the 'Cure Period'), and (vii) period, Executive must resign from all positions Executive then holds with the Company not later than 30 45 days after the expiration of the Cure Period. cure period. View More
Good Reason. For purposes of this Agreement, Executive shall have 'Good Reason' "Good Reason" for resignation from of employment with the Company if any of the following actions are taken by the Company without Executive's prior written consent: (i) (a) a material reduction in Executive's Base Salary, unless pursuant the reduction is proportional to a salary reduction program applicable generally to the Company's an across-the-board decrease affecting all senior executives; (ii) (b) a material reduction in... Executive's duties (including duties, including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) authorities (it shall not be deemed to be a 'material reduction' in material diminution of Executive's duties, responsibilities and authorities if the Executive is no longer the sole President and Chief Executive Officer of itself unless Executive's new duties are materially reduced from the prior duties; Company (or if the Company has a parent entity, then the Executive must be its sole President and Chief Executive Officer)); or (iii) (c) relocation of Executive's principal place of employment to a place that increases Executive's one-way commute by more than fifty (50) twenty-five (25) miles as compared to Executive's then-current principal place of employment immediately prior to such relocation. In order for Executive to resign for Good Reason, each of the following requirements must be met: (iv) Executive must provide written notice to the Company's Chief Executive Officer Board within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive's resignation, (v) Executive must allow the Company at least 30 days from receipt of such written notice to cure such event, (vi) and if such event is not reasonably cured by the Company within such 30 day period (the 'Cure Period'), and (vii) period, Executive must resign from all positions Executive then holds with the Company not later than 30 90 days after the expiration of the Cure Period. cure period. View More
Good Reason. For purposes of this Agreement, Executive shall have 'Good Reason' "Good Reason" for resignation from of employment with the Company if any of the following actions are taken by the Company without Executive's prior written consent: (i) (a) a material reduction in Executive's Base Salary, unless pursuant the reduction is proportional to a salary reduction program applicable generally to the Company's an across-the-board decrease affecting all senior executives; (ii) (b) a material reduction in... Executive's duties (including duties, including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a 'material reduction' in and of itself unless Executive's new duties are materially reduced from the prior duties; authorities; or (iii) (c) relocation of Executive's principal place of employment to a place that increases Executive's one-way commute by more than fifty (50) twenty-five (25) miles as compared to Executive's then-current principal place of employment immediately prior to such relocation. In order for Executive to resign for Good Reason, each of the following requirements must be met: (iv) Executive must provide written notice to the Company's Chief Executive Officer Board within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive's resignation, (v) Executive must allow the Company at least 30 days from receipt of such written notice to cure such event, (vi) and if such event is not reasonably cured by the Company within such 30 day period (the 'Cure Period'), and (vii) period, Executive must resign from all positions Executive then holds with the Company not later than 30 90 days after the expiration of the Cure Period. cure period. View More
Good Reason. For purposes of this Agreement, Executive shall have 'Good Reason' for resignation from of employment with the Company if any of the following actions are taken by the Company without Executive's prior written consent: (i) (a) a material reduction in Executive's Base Salary, unless pursuant the reduction is proportional to a salary reduction program applicable generally to the Company's an across-the-board decrease affecting all senior executives; (ii) (b) a material reduction in Executive's ... class="diff-color-red">duties (including duties, including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a 'material reduction' in and of itself unless Executive's new duties are materially reduced from the prior duties; authorities; or (iii) (c) relocation of Executive's principal place of employment to a place that increases Executive's one-way commute by more than fifty (50) twenty-five (25) miles as compared to Executive's then-current principal place of employment immediately prior to such relocation. In order for Executive to resign for Good Reason, each of the following requirements must be met: (iv) Executive must provide written notice to the Company's Chief Executive Officer Board within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive's resignation, (v) Executive must allow the Company at least 30 days from receipt of such written notice to cure such event, (vi) and if such event is not reasonably cured by the Company within such 30 day period (the 'Cure Period'), and (vii) period, Executive must resign from all positions Executive then holds with the Company not later than 30 90 days after the expiration of the Cure Period. cure period. View More
Good Reason. For purposes of this Agreement, Executive shall have 'Good Reason' "Good Reason" for resignation from of employment with the Company if any of the following actions are taken by the Company without Executive's prior written consent: (i) (a) a material reduction in Executive's Base Salary, unless pursuant to base salary, which the Parties agree is a salary reduction program applicable generally to the Company's senior executives; (ii) of at least 10% of Executive's base salary; (b) a material... reduction in Executive's duties (including duties, including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) authorities (it shall not be deemed to be a 'material reduction' in material diminution of Executive's duties, responsibilities and authorities if the Executive is no longer the sole Chief Financial Officer of itself unless Executive's new duties are materially reduced from the prior duties; Company (or if the Company has a parent entity, then the Executive must be its sole Chief Financial Officer)); or (iii) (c) relocation of Executive's principal place of employment to a place that increases Executive's one-way commute by more than fifty (50) twenty-five (25) miles as compared to Executive's then-current principal place of employment immediately prior to such relocation. In order for Executive to resign for Good Reason, each of the following requirements must be met: (iv) Executive must provide written notice to the Company's Chief Executive Officer Board within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive's resignation, (v) Executive must allow the Company at least 30 days from receipt of such written notice to cure such event, (vi) and if such event is not reasonably cured by the Company within such 30 day period (the 'Cure Period'), and (vii) period, Executive must resign from all positions Executive then holds with the Company not later than 30 90 days after the expiration of the Cure Period. cure period. View More
