Good Reason Definition Example with 5 Variations

Good Reason. Without means, without the Executive's consent, (i) a material reduction or adverse change in duties, responsibilities or the Executive's level of responsibility and/or scope of authority, (ii) a material reduction by more than 10% in Executive's annual base salary or annual target bonus, bonus opportunity or aggregate benefits, (iii) a requirement that Executive relocate relocation of the Executive's principal place of work to a location that increases Executive's one-way commute workplace by... more than thirty (30) thirty-five (35) miles from Executive's then-current work location. For then current place of employment, (iv) Executive does not report to the purpose Chief Executive Officer of clause (i), solely the parent company following any Change in Control, or (v) a material breach of this Agreement, including without limitation Section 8(a), or any other written agreement between the Executive and the Company in connection with a Change in Control, a change in responsibility shall not be deemed to occur (A) solely because Executive is part of a larger organization or (B) solely because of a change in title. an Equity Award. For the Executive to receive the benefits under this Agreement as a result of a voluntary resignation under this subsection (g), (f), all of the following requirements must be satisfied: (1) the Executive must provide notice to the Company of his or her intent to assert Good Reason within sixty (60) days of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii); (2) the Company will have thirty (30) days (the "Company Cure Period") from the date of such notice to remedy the condition and, if it does so, the Executive may withdraw his or her resignation or may resign with no benefits under this Agreement; benefits; and (3) any termination of employment under this provision must occur within ten (10) days of the earlier of expiration of the Company Cure Period or written notice from the Company that it will not undertake to cure the condition set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again, again within twelve months following the occurrence of a Change in Control, the Executive may assert Good Reason again subject to all of the conditions set forth herein. View More

Good Reason. Without without the Executive's consent, any of the following: (i) a material reduction in duties, responsibilities or authority, base salary, other than as part of an across-the-board reduction applicable to all Company executives of less than 10%; (ii) a material reduction in level or scope of job responsibilities, provided, however, that for a period of twenty-four (24) months following the date of this Agreement (as it may be amended), good faith changes to Executive's annual base salary job responsibilities that are made in consultation with Executive for the purpose of enhancing the overall growth of the Company, including removing or annual target bonus, transferring certain responsibilities, shall not be deemed to constitute "Good Reason"; or (iii) a requirement that the relocation of the Company's corporate office at which Executive relocate Executive's principal place of work to a location that increases Executive's one-way commute works by more than thirty (30) miles from fifty (50) miles, which relocation materially increases Executive's then-current work location. commuting distance. For the purpose of clause (i), solely in connection with a Change in Control, (ii) a change in responsibility shall not be deemed to occur (A) solely because Executive is part of a larger organization or organization, (B) solely because of a change in title. title, or (C) solely because the Executive no longer serves on the Board of Directors or committee thereof, if applicable. For the Executive to receive the benefits under this Agreement as a result of a voluntary resignation under this subsection (g), (c), all of the following requirements must be satisfied: (1) the Executive must provide notice to the Company of his or her intent to assert Good Reason within sixty (60) {60) days of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii); (2) the Company will have thirty (30) {30) days (the "Company Cure Period") from the date of such notice to remedy the condition and, if it does so, the Executive may withdraw his or her resignation or may resign with no benefits under this Agreement; and (3) any termination of employment under this provision must occur within ten (10) {10) days of the earlier of expiration of the Company Cure Period or written notice from the Company that it will not undertake to cure the condition set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then above, after which cure one or more of the conditions arises again, arises, then the Executive may assert Good Reason again again, subject to all of the conditions set forth herein. View More

Good Reason. Without means, without the Executive's consent, (i) a material reduction or adverse change in duties, responsibilities or the Executive's level of responsibility and/or scope of authority, (ii) a material reduction by more 3 than 10% in Executive's annual base salary or annual target bonus, or salary, (iii) a requirement that Executive relocate relocation of the Executive's principal place of work to a location that increases Executive's one-way commute workplace by more than thirty (30) thirty-five (35) miles from Executive's then-current work location. then current place of employment; or (iv) a material breach of this Agreement, including without limitation Section 8(a), or any other written agreement between the Executive and the Company in connection with an Equity Award. For the purpose of clause (i), solely in connection with a Change in Control, a change in responsibility shall not be deemed to occur (A) solely because Executive is part of a larger organization or (B) solely because of a change in title. For the Executive to receive the benefits under this Agreement as a result of a voluntary resignation under this subsection (g), (f), all of the following requirements must be satisfied: (1) the Executive must provide notice to the Company of his or her intent to assert Good Reason within sixty (60) days of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii); (2) the Company will have thirty (30) days (the "Company Cure Period") from the date of such notice to remedy the condition and, if it does so, the Executive may withdraw his or her resignation or may resign with no benefits under this Agreement; benefits; and (3) any termination of employment under this provision must occur within ten (10) days of the earlier of expiration of the Company Cure Period or written notice from the Company that it will not undertake to cure the condition set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again, again within twelve months following the occurrence of a Change in Control, the Executive may assert Good Reason again subject to all of the conditions set forth herein. View More

Good Reason. Without without the Executive's consent, (i) a material reduction in title, status, responsibility or authority, provided that a mere change in your title shall not constitute grounds for a termination by you for Good Reason so long as there is no reduction in your duties, responsibilities or authority, authority following such change in title, or your removal from such position or responsibilities without Cause, (ii) a material reduction in Executive's annual base salary or annual target... bonus, or (iii) a requirement that Executive relocate Executive's principal place of work to a location that increases Executive's one-way commute by more than thirty (30) miles from Executive's then-current work location. location, or (iv) a material breach of this Agreement by the Company. For the purpose of clause (i), solely in connection with a Change in Control, a change in responsibility shall not be deemed to occur (A) solely because Executive is part of a larger organization or (B) solely because of a change in title. For the Executive to receive the benefits under this Agreement as a result of a voluntary resignation under this subsection (g), all of the following requirements must be satisfied: (1) the Executive must provide notice to the Company of his or her intent to assert Good Reason within sixty (60) days of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii); (iv); (2) the Company will have thirty (30) days (the "Company Company Cure Period") Period) from the date of such notice to remedy the condition and, if it does so, the Executive may withdraw his or her resignation or may resign with no benefits under this Agreement; and (3) any termination of employment under this provision must occur within ten (10) days of the earlier of expiration of the Company Cure Period or written notice from the Company that it will not undertake to cure the condition set forth in subclauses (i) through (iii). (iv). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again, the Executive may assert Good Reason again subject to all of the conditions set forth herein. herein View More

Good Reason. Without the without Executive's prior written consent, (i) a material reduction diminution of Executive's duties, authority, or responsibilities relative to Executive's duties, authority or responsibilities as an officer or employee in duties, effect immediately prior to such reduction, provided that Executive no longer being an officer of a public company (e.g. the Company is taken private) or a change in reporting relationship will not constitute a material diminution if the Executive's... duties and responsibilities or authority, otherwise remain substantially the same, (ii) a material reduction in by 10% or more of Executive's annual base salary or annual target bonus, (other than a reduction generally applicable to other senior executives of the Company and in generally the same proportion as for the Executive) or (iii) a requirement that Executive relocate Executive's principal place of work to a location that increases Executive's one-way commute by which would result in an increase of more than thirty (30) twenty (20) miles from of Executive's then-current work location. For commuting distance over his or her commuting distance immediately prior to the purpose of clause (i), solely in connection with a Change in Control, a change in responsibility shall not be deemed to occur (A) solely because Executive is part of a larger organization or (B) solely because of a change in title. Control. For the Executive to receive the any benefits under this Agreement as a result of a voluntary resignation under this subsection (g), for Good Reason, all of the following requirements must be satisfied: (1) the Executive must provide notice to the Company of his or her intent to assert Good Reason within sixty (60) days of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii); (2) the Company will have thirty (30) days (the "Company Company Cure Period") Period) from the date of such notice to remedy the condition and, if it does so, the Executive may withdraw his or her resignation or may resign with no benefits under this Agreement; and (3) any termination of employment under this provision must occur within ten (10) days of the earlier of expiration of the Company Cure Period or written notice from the Company that it will not undertake to cure the condition set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again, the Executive may assert Good Reason again again, subject to all of the conditions set forth herein. herein View More