Good Reason Definition Example

Good Reason. Will mean, without your consent, the occurrence of any one or more of the following during the Term: (i) a material diminution in your authority, duties or responsibilities; (ii) any material breach of this agreement by the Corporation or of any material obligation of any member of the Consolidated Manpower Group for the payment or provision of compensation or other benefits to you; (iii) a material diminution in your base salary or a failure by the Consolidated Manpower Group to provide an... arrangement for you for any fiscal year of the Consolidated Manpower Group giving you the opportunity to earn an incentive bonus for such year; (iv) your being required by the Corporation to materially change the location of your principal office; provided such new location is one in excess of fifty miles from the location of your principal office before such change; or (v) a material diminution in your annual target bonus opportunity for a given fiscal year within two years after the occurrence of a Change of Control, as compared to the annual target bonus opportunity for the fiscal year immediately preceding the fiscal year in which a Change of Control occurred. Notwithstanding Subsections 1(d)(i) – (v) above, Good Reason does not exist unless (i) you object to any material diminution or breach described above by written notice to the Corporation within twenty (20) business days after such diminution or breach occurs, (ii) the Corporation fails to cure such diminution or breach within thirty (30) days after such notice is given and (iii) your employment with the Consolidated Manpower Group is terminated by you within ninety (90) days after such diminution or breach occurs. Further, notwithstanding Subsections 1(d)(i)-(v), above, Good Reason does not exist if, at a time that is not during a Protected Period or within two years after the occurrence of a Change of Control, the Corporation's Chief Executive Officer, in good faith and with a reasonable belief that the reassignment is in the best interest of the Consolidated Manpower Group, reassigns you to another senior executive level position in the Consolidated Manpower Group provided that your base compensation (either base salary or target bonus opportunity for any year ending after the date of reassignment) is not less than such base salary or target bonus opportunity in effect prior to such reassignment for the year in which such reassignment occurs. View More