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 termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent) after any Change in Control, of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (i), (v) or (vi) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) the... assignment to the Executive of any duties inconsistent with the Executive's status as a senior executive officer of the Company or a substantial adverse alteration in the nature or status of the Executive's responsibilities from those in effect immediately prior to the Change in Control; (ii) a reduction by the Company in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) the relocation of the Executive's principal place of employment to a location more than 50 miles from the Executive's principal place of employment immediately prior to the Change in Control or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) the failure by the Company to pay to the Executive any portion of the Executive's current compensation, or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (v) the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control which is material to the Executive's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control; or (vi) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company), the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the Company's normal vacation policy in effect at the time of the Change in Control. The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.View More
Good Reason. For for termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent) consent which specifically references this Agreement) after any Change in Control, or prior to a Change in Control under the circumstances described in the second sentence of Section 6.1 hereof (treating all references in paragraphs (I) through (VII) below to a "Change in Control" as references to a "Potential Change in Control"), of any one of the... following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (i), (v) or (vi) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) (I) a material diminution in the Executive's authority, title, duties, or responsibilities or the assignment to the Executive of any duties or responsibilities that are materially and adversely inconsistent with the Executive's status as a senior executive officer of the Company or a substantial adverse alteration in the nature or status of the Executive's responsibilities from those in effect immediately prior to the Change in Control; (ii) including, without limitation, any such material diminution or assignment attributable to the Executive no longer being employed by a public company; (II) a reduction of ten percent (10%) or more by the Company in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) (III) the relocation of the Executive's principal place of employment to a location more than 50 fifty (50) miles from the Executive's principal place of employment immediately prior to the Change in Control or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) the failure by the Company obligations prior to pay to the Executive any portion of the Executive's current compensation, or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (v) event; (IV) the failure by the Company to continue in effect any plan, including but not limited to incentive compensation plan and bonus plans, in which the Executive participates immediately prior to the Change in Control which is material to the Executive's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both favorable in terms of compensation opportunity ("materially less favorable" shall be a reduction of ten percent (10%) or more in the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, compensation opportunity), as existed immediately prior to the Change in Control; or (vi) Control except for across-the-board compensation plan reductions similarly affecting all senior executive officers of the Company; (V) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, savings, retirement, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company), Control, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits (a "material reduction" shall be a reduction of ten percent (10%) or more in the value of the aggregate benefits), or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure Control except for across-the-board benefit reductions similarly affecting all senior executive officers of the; (VI) a material breach by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the Company's normal vacation policy in effect at the time its obligations under this Agreement; or (VII) any purported termination of the Change Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7.1 hereof; for purposes of this Agreement, no such purported termination shall be effective; or (VIII) failure of the Company to obtain assumption and agreement by a successor of the Company to perform this Agreement as provided in Control. Section 11.1. The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. In no event will the Executive have Good Reason to terminate employment unless such act or failure to act results in a material negative change to the Executive's employment that has not been cured within 30 days after a Notice of Termination is delivered by the Executive to the Company. The Executive must also provide notice to the Company of the Good Reason condition within ninety (90) days of the initial existence of such condition. View More
Good Reason. For for termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent) after any Change in Control, of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (i), (v) (iii), (iv) or (vi) (vii) below, such act or failure to act is corrected prior within thirty (30) calendar days after the Company's receipt of written notice... thereof given by the Executive within thirty (30) calendar days of such act or failure to the Date of Termination specified in the Notice of Termination given in respect thereof: act: (i) the assignment to the Executive of any duties inconsistent with the Executive's status as a senior executive officer of or position in the Company immediately prior to the Change in Control, or a substantial adverse alteration in the nature nature, status or status scope of the Executive's responsibilities or authority from those in effect his responsibilities or authority immediately prior to the Change in Control; Control, or a reduction in his title; (ii) a reduction by the Company in the Executive's annual base salary as in effect on the date hereof of this Agreement or as the same may be increased from time to time; (iii) a significant reduction in compensation, benefits or reimbursements provided under any employment, compensation, employee benefit or reimbursement plan or program in which the Executive is a participant which is not replaced with substantially equivalent compensation, benefits or reimbursements under another plan, program or arrangement at substantially the same cost (if any) to the Executive; (iv) the Company fails to pay or provide any amount or benefit that the Company is obligated to pay or provide under this Agreement or any other employment, compensation, benefit or reimbursement plan, agreement or arrangement of the Company to which the Executive is a party or in which the Executive participates; (v) the Company fails to pay the Executive a bonus, for each fiscal year of Employer that terminates following a Change in Control and during the Term, at least equal to 80% of the Applicable Average Bonus; (vi) the relocation of the Executive's principal place of employment to a location which increases the Executive's one-way commuting distance by more than 50 miles from the Executive's principal place of employment immediately prior to the Change in Control 40 miles, or the Company's requiring the Executive to be based anywhere travel on business other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) the failure by the Company to pay to the Executive any portion of the Executive's current compensation, or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (v) the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control which is material to the Executive's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately obligations prior to the Change in Control; (vii) a significant adverse change occurs, whether of a quantitative or (vi) qualitative nature, in the failure by the Company indemnification protection provided to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any for acts and omissions arising out of the Company's pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all senior executives his service on behalf of the Company and all senior executives of or any Person in control other entity at the request of the Company), Company; or (viii) The Company fails to obtain the taking assumption of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company this Agreement pursuant to provide the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the Company's normal vacation policy in effect at the time of the Change in Control. Section 9.1. The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. View More
Good Reason. For termination for a Separation from Service by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent) after any Change in Control, of any one of the following acts by the Company, or failures by the Company to act, unless, in if the case of any Executive notifies the Company that such act or failure to act described has occurred within 90 days of the initial occurrence of such act or failure to act (which notification may but... need not be in paragraph (i), (v) the form of a Notice of Termination given in respect of such act or (vi) below, failure to act), and if such act or failure to act is not corrected prior to within 30 days after the Date of Termination specified in Executive so notifies the Notice of Termination given in respect thereof: (i) Company: (I) the assignment to the Executive of any duties materially inconsistent with the Executive's status as a senior an executive officer of the Company Company, or a substantial material adverse alteration in the nature or status of the Executive's responsibilities from those in effect immediately prior to the Change in Control; (ii) (II) a reduction by the Company in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) time, by five percent (5%) or more or by $20,000 or more; (III) the relocation of the Executive's principal place of employment to a location more than 50 miles from the Executive's principal place of employment immediately prior to the Change in Control Control, provided that such relocation increases the Executive's round trip commuting time by 25% or more, or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) the failure by the Company to pay to the Executive (IV) any portion termination of the Executive's current compensation, or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (v) the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control which is material to the Executive's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control; or (vi) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company), the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the Company's normal vacation policy in effect at the time of the Change in Control. The Executive's right to terminate the Executive's employment for Good Reason shall Cause which is not be affected by effected pursuant to a Notice of Termination satisfying the Executive's incapacity due to physical or mental illness. requirements of Section 7.1 hereof. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. View More
Good Reason. For for termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent) after any Change in Control, of any one of the following acts by the Company, or failures by the Company to act, unless, in if the case of any Executive notifies the Company 16 that such act or failure to act described has occurred within 90 days of the initial occurrence of such act or failure to act (which notification may but need not be in paragraph... (i), (v) the form of a Notice of Termination given in respect of such act or (vi) below, failure to act), and if such act or failure to act is not corrected prior to within 30 days after the Date of Termination specified in Executive so notifies the Notice of Termination given in respect thereof: (i) Company: (I) the assignment to the Executive of any duties inconsistent with the Executive's status as a senior an executive officer of the Company or a substantial adverse alteration in the nature or status of the Executive's responsibilities from those in effect immediately prior to the Change in Control; (ii) (II) a reduction by the Company in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) (III) the relocation of the Executive's principal place of employment to a location more than 50 miles from the Executive's principal place of employment immediately prior to the Change in Control or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) the failure by the Company to pay to the Executive (IV) any portion purported termination of the Executive's current compensation, or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (v) the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control employment which is material not effected pursuant to a Notice of Termination satisfying the Executive's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to requirements of Section 7.1 hereof; for purposes of this Agreement, no such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control; or (vi) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company), the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the Company's normal vacation policy in effect at the time of the Change in Control. The Executive's right to terminate the Executive's employment for Good Reason purported termination shall not be affected by the Executive's incapacity due to physical or mental illness. effective. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. View More
Good Reason. For for termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent) consent which specifically references this Agreement) after any Change in Control, or prior to a Change in Control under the circumstances described in clauses (ii) and (iii) of the second sentence of Section 6.1 hereof (treating all references in paragraphs (I) through (V) below to a "Change in Control" as references to a "Potential Change in Control"),... of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (i), (v) or (vi) below, unless such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) (I) the assignment to the Executive of any duties inconsistent with the Executive's status as a senior executive officer of the Company or a substantial adverse alteration in the nature or status of the Executive's responsibilities from those in effect immediately prior to the Change in Control; (ii) (II) a material reduction by the Company in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) (III) a material change in the relocation location of the Executive's principal place of employment to a location employment, including for this purpose any relocation more than 50 fifty (50) miles from the Executive's principal place of employment immediately prior to the Change in Control or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) or (IV) the failure by the Company to pay to the Executive any portion of the Executive's current compensation, or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (v) the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control which is material to the Executive's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control; or (vi) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company), the taking of (V) any other action by the Company which would directly or indirectly materially reduce any inaction that constitutes a material breach of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the Company's normal vacation policy in effect at the time of the Change in Control. this Agreement, including without limitation Sections 5.5 and 10.1. The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. For purposes of any determination regarding the existence of Good Reason, any claim by the Executive that Good Reason exists shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that Good Reason does not exist. View More
Good Reason. For for termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent) after any Change in Control, or prior to a Change in Control under the circumstances described in the second sentence of Section 6.1 (treating all references in subsections (A) through (F) below to a "Change in Control" as references to a "Potential Change in Control"), of any one of the following acts by the Company, or failures by the Company to act,... unless, in the case of any act or failure to act described in paragraph (i), (v) subsection (A), (B), (C), (D), (E) or (vi) (F) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) (A) an adverse change in the Executive's status or position(s) as an officer of the Company as in effect immediately prior to the Change in Control, including, without limitation, any adverse change in the Executive's status or position as a result of a diminution of the Executive's duties or responsibilities (other than, if applicable, any such change directly and solely attributable to the fact that the Company is no longer publicly owned) or the assignment to the Executive of any duties or responsibilities which are inconsistent with such status or position(s), or any removal of the Executive from, or any failure to reappoint or reelect the Executive to, such position(s); (B) a reduction in the Executive's status as a senior executive officer of the Company or a substantial adverse alteration in the nature or status of the Executive's responsibilities from those in effect immediately prior to the Change in Control; (ii) Base Salary; (C) a reduction by the Company in the Executive's annual base salary bonus opportunity or long term incentive opportunity, as compared to the year immediately preceding the year in effect on which the date hereof or as Change in Control occurs; (D) the same may failure to continue provide welfare, pension and fringe benefits which are in each case, in the aggregate, substantially similar to those provided to the Executive immediately prior to Change in Control; (E) the Company requiring the Executive to be increased from time to time; (iii) the relocation of the Executive's principal place of employment to a location more based at an office that is greater than 50 miles from where the Executive's principal place of employment office is located immediately prior to the Change in Control or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) the failure by the Company to pay to the Executive any portion of the Executive's current compensation, or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (v) the failure by the Company to continue in effect any compensation plan in obligations which the Executive participates immediately prior to the Change in Control which is material to the Executive's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by undertook on behalf of the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control; or (vi) the (F) any failure by the Company to continue require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to provide the Executive with benefits all or substantially similar to those enjoyed by the Executive under any all of the Company's pension, savings, life insurance, medical, health business and/or assets of the Company to expressly assume and accident, agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; Notwithstanding the foregoing, the events described in clauses (B), (C) or disability plans in which (D) above shall not constitute Good Reason hereunder to the Executive was participating immediately prior to extent they are as a result of across the board reductions of the applicable compensation element following the Change in Control (except for across the board changes which are equally applicable to all similarly affecting all senior executives situated employees of the Company surviving corporation and all senior executives of any Person in control of the Company), the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the Company's normal vacation policy in effect at the time of the Change in Control. its Affiliates. The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The In order for Good Reason to exist hereunder, the Executive must provide notice to the Company of the existence of the condition or circumstance described above within 90 days of the initial existence of the condition or circumstance (or, if later, within 90 days of the Executive's becoming aware of such condition or circumstance), and the Company must have failed to cure such condition within 30 days of the receipt of such notice. Subject to the preceding sentence, the Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. View More
Good Reason. For for termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent) after any Change in Control, or prior to a Change in Control under the circumstances described in either of clauses (i) or (ii) of the second sentence of Section 6.1 hereof (treating all references in paragraphs (I) through (VI) below to a "Change in Control" as references to a "Potential Change in Control"), of any one of the following acts by the... Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (i), (v) (I), (IV), or (vi) (V) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) (I) the assignment to the Executive of any duties inconsistent with the Executive's status as position, authority, duties or responsibilities (in a senior executive officer of the Company materially adverse respect) or a substantial material adverse alteration in the nature or status of the Executive's responsibilities from those in effect immediately prior to the Change in Control; (ii) (II) a reduction by the Company in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) time, except for across-the-board salary reductions similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company; (III) the relocation of the Executive's principal place of employment to a location more than 50 miles from the Executive's principal place of employment immediately prior to the Change in Control or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) (IV) the failure by the Company to pay to the Executive any portion of the Executive's current compensation, or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (v) the failure by the Company to continue (V) a ten percent or greater reduction, on an aggregate basis, of Executive's annual and long term incentive opportunity as in effect any compensation plan in which at the Executive participates immediately prior to the Change in Control which is material to the Executive's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms time of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control; or (vi) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company), the taking or a ten percent or greater reduction, on an aggregate basis, of any other action by the Company which would directly Executive's pension, savings, life insurance, medical, health and accident, or indirectly materially reduce any of such disability benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive as in effect at the time of the Change in Control, Control (except for across the board changes similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company), or the failure by the Company to provide the Executive with material reduction in the number of paid vacation days to which the Executive is was entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect at the time of the Change in Control. Control; or (VI) any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7.1 hereof; for purposes of this Agreement, no such purported termination shall be effective. Notwithstanding anything contained herein to the contrary, a termination of the Executive's employment by the Executive shall not be deemed to be for Good Reason unless (x) the Executive gives notice to the Company of the existence of the event or condition constituting Good Reason within 45 calendar days after such event or condition initially occurs or exists, (y) the Company fails to cure such event or condition within ten business days after receiving such notice, and (z) the Executive terminates his employment within ten business days after the Company's cure period expires. The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. View More
Good Reason. For for termination by the Executive of the Executive's employment shall mean the occurrence (without occurrence, without the Executive's express written consent) after any Change in Control, consent, of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (i), (v) or (vi) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given... in respect thereof: following: (i) the assignment to the Executive of any duties inconsistent with the Executive's status as a senior an executive officer of the Company Corporation or of a Subsidiary or a substantial adverse alteration in the nature or status of the Executive's responsibilities from those in effect immediately prior to the Change in Control; (ii) a reduction by the Company Corporation in the Executive's annual base salary to any amount less than the Executive's annual base salary as in effect on immediately prior to the date hereof or as the same may be increased from time to time; Change in Control; (iii) the relocation of the Executive's principal place executive offices of employment the Corporation to a location more than 50 35 miles from the Executive's principal place location of employment such offices immediately prior to the Change in Control or the Company's Corporation's requiring the Executive to be based anywhere other than such the principal place executive offices of employment (or permitted relocation thereof) the Corporation, or in the case that the Executive was not based at the principal executive offices of the Corporation immediately prior to the Change of Control, to a location more than 35 miles from the location where the Executive was based immediately prior to the Change of Control, except for required business travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; obligations immediately prior to the Change in Control; (iv) the failure by the Company Corporation to pay to the Executive any portion of the Executive's current compensation, or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, Corporation, within seven (7) five calendar days of after the date such the compensation is due; due (taking into account applicable restrictions under Section 409A) or to pay or reimburse the Executive for any expenses incurred by him for required business travel; (v) the failure by the Company Corporation to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control which that is material to the Executive's total compensation, including but not limited to, stock option, restricted stock, stock appreciation right, incentive compensation, bonus, and other plans, 4 unless an equitable alternative arrangement (embodied embodied in an ongoing substitute or alternative plan) plan has been made with respect to such plan, made, or the failure by the Company Corporation to continue the Executive's participation therein (or in such a substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits compensation provided and the level of the Executive's participation relative to other participants, as than existed immediately prior to the Change in Control; or (vi) the failure by the Company Corporation to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's Corporation's pension, savings, profit-sharing, life insurance, medical, health and accident, disability, or disability other employee benefit plans in which the Executive was participating immediately prior to the Change in Control (except for across Control; the board changes similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company), the taking of any other action failure by the Company which would directly or indirectly materially reduce any of such benefits or deprive Corporation to continue to provide the Executive of any material fringe benefit or perquisite enjoyed by the Executive at the time of immediately prior to the Change in Control, Control; or the failure by the Company Corporation to provide the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the Company's Corporation's normal vacation policy in effect at the time of immediately prior to the Change in Control. The Executive's right to terminate Control; (vii) any purported termination by the Corporation of the Executive's employment for Good Reason shall that is not be affected effected in accordance with a Notice of Termination satisfying the requirements of paragraph (A) of Section 8 hereof; or (viii) any failure by the Executive's incapacity due Corporation to physical or mental illness. The Executive's continued employment shall comply with and satisfy Section 12(A) of this Agreement, other than a failure not constitute consent to, or a waiver occurring in bad faith and which is remedied by the Corporation promptly after receipt of rights with respect to, any act or failure to act constituting Good Reason hereunder. notice thereof given by the Executive. View More
Good Reason. For for termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent) after any Change in Control, consent), of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (i), (v) paragraphs (i) or (vi) (ii) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given... in respect thereof: (i) the assignment to the Executive of any duties inconsistent with the Executive's status as a senior an executive officer of the Company or a substantial adverse alteration in the nature or status of the Executive's responsibilities from those consistent with the title set forth in effect immediately Section 4, unless the Executive has indicated to the Company his intention to terminate his employment prior to the Change in Control; (ii) a reduction end of the Term, and such assignment or alteration is made by the Company Board in good faith in order to facilitate a transition to successor management; (ii) any material breach of any provision of this Agreement by the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time; Company; (iii) the relocation of the Executive's principal place of employment to a location more than 50 250 miles from the Executive's principal place of employment immediately prior (unless such relocation is closer to the Change in Control Executive's principal residence) or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) the failure a reduction by the Company in the Executive's Base Salary as in effect on the date hereof or as the same may be increased from time to pay to the Executive any portion time except for across-the-board salary reductions similarly affecting all senior officers of the Executive's current compensation, or to pay to the Executive Company and all senior officers of any portion of an installment of deferred compensation under any deferred compensation program person in control of the Company, within seven (7) days of the date such compensation is due; Company; or (v) the failure by the Company to continue in effect any employee benefit plan or incentive compensation plan in which the Executive currently participates immediately prior to the Change in Control which is material to the Executive's total compensation, unless an equitable such plan or arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure replaced by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) a new plan on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control; or (vi) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company), the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the Company's normal vacation policy in effect at the time of the Change in Control. participants. The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. The Executive's right to terminate employment for Good Reason shall be subject to the following conditions: (i) any amounts payable upon a Good Reason termination shall be paid only if the Executive actually terminates employment within two (2) years following the initial existence of the Good Reason condition and (ii) the amount, time and form of payment upon a termination of employment for Good Reason shall be the same as the amount, time and form of payment payable upon an involuntary termination without Cause. The Executive must also provide notice to the Company of the Good Reason condition within ninety (90) days of the initial existence of the condition and the Company must be given at least thirty (30) days to remedy such situation. View More
Good Reason. For for termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent) during the term of this Agreement and after any Change in Control, or prior to a Change in Control under the circumstances described in clauses (ii) or (iii) of the second sentence of Section 6.1 hereof (treating all references in paragraphs (I) through (VII) below to a "Change in Control" as references to a "Potential Change in Control"), of any one of... the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (i), (v) (I), (V), (VI) or (vi) (VII) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: (i) (I) the assignment to the Executive of any duties inconsistent with the Executive's status as a senior an executive officer of the Company or a substantial adverse alteration in the nature or status of the Executive's responsibilities from those in effect immediately prior to the Change in Control; (ii) (II) a reduction by the Company in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) time except for (i) across-the-board salary reductions similarly affecting all salaried employees of the Company or (ii) across-the-board salary reductions similarly affecting all senior executive officers of the Company and all senior executives of any Person in control of the Company; (III) the relocation of the Executive's principal place of employment to a location more than 50 miles from the Executive's principal place of employment immediately prior to the Change in Control (unless such relocation is closer to the Executive's principal residence) or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (iv) (IV) the failure by the Company Company, to pay to the Executive any portion of the Executive's current compensation, compensation or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; (v) (V) the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control which is material to the Executive's total compensation, including but not limited to the Company's Base Salary Plan, Management Achievement Plan, 2006 Long-Term Incentive Plan, Armstrong Deferred Compensation Plan, and Retirement Income Plan, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control; or (vi) (VI) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all senior executives of the Company and all senior executives of any Person in control of the Company), Control, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect at the time of the Change in Control. Control; or (VII) any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7.1 hereof; for purposes of this Agreement, no such purported termination shall be effective. Notwithstanding anything herein to the contrary, a termination of employment by the Executive for any reason during the 30-day period commencing on the one (1) year anniversary of a Change in Control shall constitute Good Reason; provided however, that solely for purposes of this paragraph, the term Change in Control must include both (i) a merger described by Section 16(F)(III) in which the Company is the surviving corporation or parent corporation and the holders of the voting securities of the Company outstanding immediately prior to such merger represent less than 66 2/3% of the combined voting power of the securities of the Company outstanding immediately after such merger, and (ii) an event described in Section 16(F)(II) also occurs. Solely for the purposes of this paragraph, a Change in Control shall not occur by reason of the consummation of any transaction to sell or otherwise dispose of voting securities of the reorganized entity occurring after the effective date of a plan of reorganization in the Company's Chapter 11 Case which is effected by a trust established under Section 524(g) of the U.S. Bankruptcy Code. The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. For purposes of any determination regarding the existence of Good Reason, any claim by the Executive that Good Reason exists shall be presumed to be correct unless the Company establishes to the Committee by clear and convincing evidence that Good Reason does not exist. The Executive's right to terminate employment for Good Reason shall be subject to the following conditions: (i) any amounts payable upon a Good Reason termination shall be paid only if the Executive actually terminates employment within two (2) years following the initial existence of the Good Reason condition and (ii) the amount, time and form of payment upon a termination of employment for Good Reason shall be the same as the amount, time and form of payment payable upon an involuntary termination without Cause. The Executive must also provide notice to the Company of the Good Reason condition within ninety (90) days of the initial existence of the condition and the Company must be given at least thirty (30) days to remedy such situation. View More
