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. Executive's voluntary Termination of employment for one or more of the following reasons: (i) an adverse change in the nature, scope or status of Executive's position, authorities or duties from those in effect in accordance with Section 3 immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period; (ii) a reduction in Executive's Annual Base Salary, Incentive Bonus opportunity, or material reduction in Executive's aggregate compensation and... benefits from that in effect immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period; (iii) relocation of Executive's primary place of employment of more than ninety (90) miles from Executive's primary place of employment immediately following the Effective Date, or if applicable, prior to the Covered Period, or a requirement that Executive engage in travel that is materially greater than was required prior to the Covered Period; (iv) failure by an acquirer to assume this Agreement at the time of a Change of Control; or (v) a material breach by the Employer, or its successor, of this Agreement. Notwithstanding the foregoing, prior to Executive's Termination for Good Reason, Executive must give the Employer written notice of the existence of any condition set forth in clause (i) - (v) above within ninety (90) days of such initial existence and the Employer shall have thirty (30) days from the date of receipt of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such thirty (30) day period, the Employer cures the condition giving rise to Good Reason, no payments or benefits shall be due under Section 6 of this Agreement with respect to such occurrence. If, during such thirty (30) day period, the Employer fails or refuses to cure the condition giving rise to Good Reason, Executive shall be entitled to payments or benefits under Section 6 of this Agreement upon such Termination; provided such Termination occurs within 24 months of such initial existence of the applicable condition.View More
Good Reason. shall mean Executive's voluntary Termination of employment for one or more of the following reasons: (i) an a materially adverse change in the nature, scope or status of Executive's position, authorities or duties from those in effect in accordance with Section 3 2 immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period; (ii) a material reduction in Executive's Annual Base Salary, Target Incentive Bonus opportunity, or material reduction... in Executive's aggregate compensation and benefits from that in effect immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period; Period (in each case excluding a reduction principally resulting from Executive's actual Incentive Bonus); (iii) relocation of Executive's primary place of employment of more than ninety (90) miles from Executive's primary place of employment immediately following the Effective Date, or if applicable, prior to the Covered Period, or a requirement that Executive engage in travel that is materially greater than was required prior to the Covered Period; (iv) failure by an acquirer to assume this Agreement at the time of a Change of Control; or (v) a material breach by the Employer, or its successor, of this Agreement. Notwithstanding the foregoing, prior to Executive's Termination for Good Reason, Executive must give the Employer written notice of the existence of any condition set forth in clause (i) - – (v) above within ninety (90) thirty (30) days of such initial existence and the Employer shall have thirty (30) days from the date of receipt of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such thirty (30) day period, the Employer cures the condition giving rise to Good Reason, no payments or benefits shall be due under Section 6 5 of this Agreement with respect to such occurrence. If, during such thirty (30) day period, the Employer fails or refuses to cure the condition giving rise to Good Reason, Executive shall be entitled to payments or benefits under Section 6 5 of this Agreement upon such Termination; provided such Termination occurs within 24 months 30 days after the end of such initial existence of the applicable condition. cure period. View More
Good Reason. shall mean the Executive's voluntary Termination of employment for one or more of the following reasons: (i) an adverse change in the nature, scope or status of the Executive's position, authorities or duties from those in effect in accordance with Section 3 2 immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period; (ii) a reduction in Executive's Annual Base Salary, Incentive Bonus annual salary, bonus opportunity, or material reduction ... class="diff-color-red">in to Executive's aggregate benefits, or other compensation and benefits from that plans in effect immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period; (iii) relocation of the Executive's primary place of employment of more than ninety (90) 25 miles from the Executive's primary place of employment immediately following the Effective Date, or if applicable, prior to the Covered Period, Period or a requirement that the Executive engage in travel that is materially greater than was required prior to the Covered Period; (iv) failure by an acquirer to assume this Agreement at the time of a the Change of Control; or Control, or; (v) a material breach by the Employer, Company, or its successor, of this Agreement. agreement. Notwithstanding the foregoing, prior to the Executive's voluntary Termination for Good Reason, the Executive must give the Employer Company written notice of the existence of any condition set forth in clause (i) - (v) above within ninety (90) 90 days of such initial existence and the Employer Company shall have thirty (30) 30 days from the date of receipt of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such thirty (30) day 30-day period, the Employer Company cures the condition giving rise to Good Reason, no payments or benefits shall be due under Section 6 5 of this Agreement with respect to such occurrence. If, during such thirty (30) day 30-day period, the Employer Company fails or refuses to cure the condition giving rise to Good Reason, the Executive shall be entitled to payments or benefits under Section 6 5 of this Agreement upon such Termination; provided such Termination occurs within 24 months of such initial existence of the applicable condition. View More
Good Reason. the Executive's voluntary Termination of employment for one or more of the following reasons: (i) an adverse change in the nature, scope or status of the Executive's position, authorities or duties from those in effect in accordance with Section 3 2 immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period; (ii) a reduction in Executive's Annual Base Salary, Incentive Bonus annual salary, bonus opportunity, or material reduction in to... Executive's aggregate benefits, or other compensation and benefits from that plans in effect immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period; (iii) relocation of the Executive's primary place of employment of more than ninety (90) 25 miles from the Executive's primary place of employment immediately following the Effective Date, or if applicable, prior to the Covered Period, Period or a requirement that the Executive engage in travel that is materially greater than was required prior to the Covered Period; (iv) failure by an acquirer to assume this Agreement at the time of a the Change of Control; or Control, or; (v) a material breach by the Employer, Company, or its successor, of this Agreement. agreement. Notwithstanding the foregoing, prior to the Executive's voluntary Termination for Good Reason, the Executive must give the Employer Company written notice of the existence of any condition set forth in clause (i) - (v) above within ninety (90) 90 days of such initial existence and the Employer Company shall have thirty (30) 30 days from the date of receipt of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such thirty (30) day 30-day period, the Employer Company cures the condition giving rise to Good Reason, no payments or benefits shall be due under Section 6 5 of this Agreement with respect to such occurrence. If, during such thirty (30) day 30-day period, the Employer Company fails or refuses to cure the condition giving rise to Good Reason, the Executive shall be entitled to payments or benefits under Section 6 5 of this Agreement upon such Termination; provided such Termination occurs within 24 months of such initial existence of the applicable condition. View More
Good Reason. the Executive's voluntary Termination of employment for one or more of the following reasons: (i) an adverse change in the nature, scope or status of the Executive's position, authorities or duties from those in effect in accordance with Section 3 2 immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period; (ii) a reduction in Executive's Annual Base Salary, Incentive Bonus annual salary, bonus opportunity, or material reduction in to... Executive's aggregate benefits, or other compensation and benefits from that plans in effect immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period; (iii) relocation of the Executive's primary place of employment of more than ninety (90) 25 miles from the Executive's primary place of employment immediately following the Effective Date, or if applicable, prior to the Covered Period, Period or a requirement that the Executive engage in travel that is materially greater than was required prior to the Covered Period; (iv) failure by an acquirer to assume this Agreement at the time of a the Change of Control; or Control, or; (v) a material breach by the Employer, Company, or its successor, of this Agreement. agreement. Notwithstanding the foregoing, prior to the Executive's voluntary Termination for Good Reason, the Executive must give the Employer Company written notice of the existence of any condition set forth in clause (i) - (v) above within ninety (90) 90 days of such initial existence and the Employer Company shall have thirty (30) 30 days from the date of receipt of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such thirty (30) day 30-day period, the Employer Company cures the condition giving rise to Good Reason, no payments or benefits shall be due under Section 6 5 of this Agreement with respect to such occurrence. If, during such thirty (30) day 30-day period, the Employer Company fails or refuses to cure the condition giving rise to Good Reason, the Executive shall be entitled to payments or benefits under Section 6 5 of this Agreement upon such Termination; provided such Termination occurs within 24 months of such initial existence of the applicable condition. View More
