Good Reason Definition Example

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 written consent: (i) a material reduction in Executive's position, duties, authority, or responsibilities 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... 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 kind or level of benefits to which Executive is entitled immediately prior to such change with the result that Executive's overall benefits package is materially reduced unless it is part of a Company-wide change of the same percentage; or (iv) relocation of Executive's principal place of employment by more than fifty (50) miles from Executive's then-current location of 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 within ninety (90) days of the initial existence of the grounds for Good Reason and such grounds have not be cured by the Company during a period of thirty (30) days following the date of such notice. View More