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 thirty (30) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, without Executive's express written consent: (i) a material reduction of Executive's duties, authority, or responsibilities, relative to Employee's duties, authority, or responsibilities as 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 (for example, where Executive retains essentially the same responsibility and duties of the subsidiary, business unit or division substantially containing the Company's business following a Change in Control) shall not constitute "Good Reason"; (ii) a material reduction by the Company in Executive's annualized base pay as in effect immediately prior to such reduction (in other words, a reduction of more than ten percent (10%) of Executive's annualized base compensation in any one year, other than a reduction applicable to executives generally that does not adversely affect Executive to a greater extent than other similarly situated executives); (iii) the relocation of Executive's principal place of performing his or her duties as an employee of the Company by more than fifty (50) miles; or (iv) the failure of the Company to obtain the assumption of this Agreement by a successor. In order for an event to qualify as Good Reason, Executive must not terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for "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.View More
Good Reason. Means means Executive's termination of his or her employment with the Company within thirty (30) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, without Executive's express written consent: (i) a material reduction of Executive's duties, authority, or responsibilities, relative to Employee's duties, authority, or responsibilities as 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 (for example, where Executive retains essentially the same responsibility and duties of the subsidiary, business unit or division substantially containing the Company's business following a Change in Control) shall not constitute "Good Reason"; (ii) a material reduction by the Company in Executive's annualized base pay as in effect immediately prior to such reduction (in other words, a reduction of more than ten percent (10%) of Executive's annualized base compensation in any one year, other than a reduction applicable to executives generally that does not adversely affect Executive to a greater extent than other similarly situated executives); year; (iii) the relocation of Executive's principal place of performing his or her duties as an employee of the Company by more than fifty (50) miles; or (iv) the failure of the Company to obtain the assumption of this Agreement by a successor. In order for an event to qualify as Good Reason, Executive must not terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for "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. To the extent Executive's primary work location is not the Company's corporate offices due to a shelter‐in‐place order, quarantine order, or similar work‐from‐home requirement that applies to Executive, Executive's primary office location, from which a change in location under the foregoing clause (iii) will be measured, will be considered the Company's office location where Executive's employment with the Company primarily was based immediately prior to the commencement of such shelter-in-place order, quarantine order, or similar work-from-home requirement. View More
Good Reason. Means means Executive's termination of employment within thirty (30) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, following without Executive's express written consent: (i) a material reduction of in Executive's duties, authority, or responsibilities, relative to Employee's position, duties, authority, or responsibilities as relative to Executive's position, duties, authority, or responsibilities in effect... immediately prior to such reduction; provided, however, that a reduction in position, duties, authority, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (for example, where Executive retains essentially the same responsibility and duties of the subsidiary, business unit or division substantially containing the Company's business following a Change in Control) shall not constitute "Good Reason"; (ii) a material reduction in Executive's base salary other than a reduction by the Company with respect to all executives as part of a general readjustment of their compensation levels; (iii) a material reduction in Executive's annualized base pay as in effect kind or level of benefits to which Executive is entitled immediately prior to such reduction (in other words, change with the result that Executive's overall benefits package is materially reduced unless it is part of a reduction Company-wide change of more than ten percent (10%) of Executive's annualized base compensation in any one year, other than a reduction applicable to executives generally that does not adversely affect Executive to a greater extent than other similarly situated executives); (iii) the same percentage; or (iv) relocation of Executive's principal place of performing his or her duties as an employee of the Company employment by more than fifty (50) miles; or (iv) the failure miles from Executive's then-current location of the Company to obtain the assumption of this Agreement by a successor. employment, without Executive's prior written consent. In order for an event to qualify as a Good Reason, Executive must not terminate employment with the Company without first providing the Company with written notice of 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" Good Reason and such grounds have not be cured by the Company during a reasonable cure period of not less than thirty (30) days following the date of such notice. View More
Good Reason. Means means Executive's termination of employment within thirty (30) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, following without Executive's express written consent: (i) a material reduction of in Executive's duties, authority, or responsibilities, relative to Employee's position, duties, authority, or responsibilities as relative to Executive's position, duties, authority, or responsibilities in effect... immediately prior to such reduction; provided, however, that a reduction in position, duties, authority, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (for example, where Executive retains essentially the same responsibility and duties of the subsidiary, business unit or division substantially containing the Company's business following a Change in Control) shall not constitute "Good Reason"; (ii) a material reduction in Executive's base salary other than a reduction by the Company with respect to all executives as part of a general readjustment of their compensation levels; (iii) a material reduction in Executive's annualized base pay as in effect kind or level of benefits to which Executive is entitled immediately prior to such reduction (in other words, change with the result that Executive's overall benefits package is materially reduced unless it is part of a reduction Company-wide change of more than ten percent (10%) of Executive's annualized base compensation in any one year, other than a reduction applicable to executives generally that does not adversely affect Executive to a greater extent than other similarly situated executives); (iii) the same percentage; or (iv) relocation of Executive's principal place of performing his or her duties as an employee of the Company employment by more than fifty (50) miles; or (iv) the failure miles from Executive's then-current location of the Company to obtain the assumption of this Agreement by a successor. employment, without Executive's prior written consent. In order for an event to qualify as a Good Reason, Executive must not -8- terminate employment with the Company without first providing the Company with written notice of 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" Good Reason and such grounds have not be cured by the Company during a reasonable cure period of not less than thirty (30) days following the date of such notice. View More
Good Reason. Means means Executive's termination of employment within thirty (30) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, following without Executive's express written consent: (i) a material reduction of in Executive's duties, authority, or responsibilities, relative to Employee's position, duties, authority, or responsibilities as relative to Executive's position, duties, authority, or responsibilities in effect... immediately prior to such reduction; provided, however, that a reduction in position, duties, authority, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (for example, where Executive retains essentially the same responsibility and duties of the subsidiary, business unit or division substantially containing the Company's business following a Change in Control) shall not constitute "Good Reason"; (ii) a material reduction in Executive's base salary other than a reduction by the Company with respect to all executives as part of a general readjustment of their compensation levels; (iii) a material reduction in Executive's annualized base pay as in effect kind or level of benefits to which Executive is entitled immediately prior to such reduction (in other words, change with the result that Executive's overall benefits package is materially reduced unless it is part of a reduction Company-wide change of more than ten percent (10%) of Executive's annualized base compensation in any one year, other than a reduction applicable to executives generally that does not adversely affect Executive to a greater extent than other similarly situated executives); (iii) the same percentage; or (iv) relocation of Executive's principal place of performing his or her duties as an employee of the Company employment by more than fifty (50) miles; or (iv) the failure miles from Executive's then-current location of the Company to obtain the assumption of this Agreement by a successor. employment, without Executive's prior written consent In order for an event to qualify as a Good Reason, Executive must not terminate employment with the Company without first providing the Company with written notice of 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" Good Reason and such grounds have not be cured by the Company during a reasonable cure period of not less than thirty (30) days following the date of such notice. View More
Good Reason. Means means Executive's termination of employment within thirty (30) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, without Executive's express written consent: (i) a material reduction of Executive's duties, authority, or responsibilities, relative to Employee's Executive's duties, authority, or responsibilities as in effect immediately prior to such reduction; provided, however, that a reduction reduction, or any... change which results in duties, authority, or responsibilities solely by virtue Executive ceasing to serve as the Chief Executive Officer of the Company, provided that, for the avoidance of doubt, Executive ceasing to serve as President of the Company being acquired and made part of a larger entity (for example, where or Executive retains essentially the same responsibility and duties Chairman of the subsidiary, business unit or division substantially containing the Company's business following a Change in Control) Board shall not constitute "Good Reason"; (ii) a material reduction by the Company in Executive's annualized base pay as in effect immediately prior to such reduction (in other words, a reduction of more than ten percent (10%) of Executive's annualized base compensation in any one year, other than a reduction applicable to executives generally that does not adversely affect Executive to a greater extent than other similarly situated executives); (iii) the relocation of Executive's principal place of performing his or her duties as an employee of the Company by more than fifty (50) miles; or (iv) the failure of the Company to obtain the assumption of this Agreement by a successor. In order for an event to qualify as Good Reason, Executive must not terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for "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. View More
Good Reason. Means means Executive's termination of employment within thirty (30) days following the expiration of any cure period (discussed below) following the occurrence of one or more of the following, without Executive's express written consent: (i) a material reduction of Executive's duties, authority, or responsibilities, relative to Employee's duties, authority, or responsibilities as in effect immediately prior to such reduction; provided, however, that a reduction reduction, or any change which... results in duties, authority, or responsibilities solely by virtue Executive ceasing to serve as the Chief Executive Officer of the Company, provided that, for the avoidance of doubt, Executive ceasing to serve as President of the Company being acquired and made part of a larger entity (for example, where Executive retains essentially the same responsibility and duties or Chairman of the subsidiary, business unit or division substantially containing the Company's business following a Change in Control) Board shall not constitute "Good Reason"; (ii) a material reduction by the Company in Executive's annualized base pay as in effect immediately prior to such reduction (in other words, a reduction of more than ten percent (10%) of Executive's annualized base compensation in any one year, other than a reduction applicable to executives generally that does not adversely affect Executive to a greater extent than other similarly situated executives); (iii) the relocation of Executive's principal place of performing his or her duties as an employee of the Company by more than fifty (50) miles; or (iv) the failure of the Company to obtain the assumption of this Agreement by a successor. In order for an event to qualify as Good Reason, Executive must not terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for "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. View More
