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. Shall mean the occurrence of any of the following: (i) the assignment to the Executive of any position, authority, duties or responsibilities that are not materially consistent with the Executive's position (including status, offices and titles), authority, duties or responsibilities as contemplated by Section 3(a) of this Agreement, or any other action by the Company or any Subsidiary which results in a diminution in such position, authority, duties or responsibilities, excluding for this... purpose any action not taken in bad faith and which is remedied by the Company after receipt of notice thereof given by the Executive; (ii) any failure by the Company or any Subsidiary to comply with any of the provisions of this Agreement (including, without limitation, its obligations under Section 3(a)) or any other agreements between the Executive and the Company or any Subsidiary, other than any failure not occurring in bad faith and which is remedied by the Company, or a Subsidiary, as appropriate, after receipt of notice thereof given by the Executive; (iii) any failure by the Company or any Subsidiary to continue to provide the Executive with benefits currently or previously enjoyed by the Executive under any of the Company's or any Subsidiary's compensation, bonus, retirement, pension, savings, life insurance, medical, health and accident, or disability plans, or the taking of any other action by the Company which would directly or indirectly reduce any of such benefits or deprive the Executive of any fringe benefits or perquisites currently enjoyed by the Executive; (iv) the Company's requiring the Executive to be based at any office or location other than as provided in Section 3(a)(i) hereof or the Company's requiring the Executive to travel to a substantially greater extent than required immediately prior to the date hereof; (v) any purported termination by the Company of the Executive's employment; (vi) any failure by the Company to comply with and satisfy Section 9(b) of this Agreement; (vii) failure of the Company (including any successor) to agree, execute and enter into a new employment agreement and a new executive retirement plan with the Executive prior to the termination or expiration of this Agreement, with such employment agreement and executive retirement plan having the same terms and conditions as existed in agreements and plans between the Company and the Executive prior to December 30, 2008, and incorporating such terms and conditions that are more favorable to the Executive from all agreements and retirement plans existing on January 1, 2009; or (viii) in connection with, as a result of, or following a Change of Control, the giving of notice to the Executive that the Employment Period shall not be extended. In the event of a Change of Control or other Corporate Transaction in which the Company's common shares may cease to be publicly traded, following the Change of Control or the consummation of such other Corporate Transaction, "Good Reason" shall be deemed to exist upon the occurrence of any of the events listed in clauses (i) through (vii) above and also in the event Executive is assigned to any position (including status, offices, titles and reporting requirements), authority, duties or responsibilities that are (A) not at or with the publicly-traded ultimate parent company of the successor to the Company or the corporation or other Entity surviving or resulting from such Corporate Transaction or (B) inconsistent with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a). For purposes of this Agreement, any good faith determination of "Good Reason" made by the Executive shall be conclusiveView More
Good Reason. Shall shall mean the occurrence of any of the following: (i) the assignment to the Executive of any position, authority, duties or responsibilities that are not materially consistent inconsistent with the Executive's position (including status, offices offices, titles and titles), reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a) of this Agreement, 3(a), or any other action by the Company or any Subsidiary which results in a material diminution in... such position, authority, duties or responsibilities, responsibilities (including, in connection with a Change of Control or other Corporate Transaction in which the Company's registered shares may cease to be publicly traded, Executive being assigned to any position (including offices, titles and reporting requirements), authority, duties or responsibilities that are not at or with the ultimate parent company engaged in the business of the successor to the Company or the corporation or other Entity surviving or resulting from such Corporate Transaction), excluding for this purpose any an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; provided that any alteration by the Company of Executive's position, authority, duties or responsibilities shall not constitute Good Reason if Executive continues to report directly to a Senior Vice President or Vice President); (ii) any material failure by the Company or any Subsidiary to comply with any of the provisions of this Agreement (including, without limitation, its obligations under Section 3(a)) or any other agreements between the Executive and the Company or any Subsidiary, 3(a)), other than any an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company, or a Subsidiary, as appropriate, promptly after receipt of notice thereof given by the Executive; (iii) any failure by the Company or any Subsidiary to continue to provide the Executive with benefits currently or previously enjoyed by the Executive under any of the Company's or any Subsidiary's compensation, bonus, retirement, pension, savings, life insurance, medical, health and accident, or disability plans, or the taking of any other action by the Company which would directly or indirectly reduce any of such benefits or deprive the Executive of any fringe benefits or perquisites currently enjoyed by the Executive; [reserved]; (iv) the Company's requiring the Executive to be based at any office or location other than as provided in Section 3(a)(i) hereof or the Company's requiring the Executive to travel to a substantially greater extent than required immediately prior to the date hereof; (v) any purported termination by the Company of the Executive's employment; (vi) any failure by the Company to comply with and satisfy Section 9(b) 13(c) (regarding assumption of this Agreement; (vii) failure of Agreement by a successor); or (v) the Company (including any successor) to agree, execute and enter into a new employment agreement and a new executive retirement plan with the Executive prior to the termination or expiration of this Agreement, with such employment agreement and executive retirement plan having the same terms and conditions as existed in agreements and plans between the Company and the Executive prior to December 30, 2008, and incorporating such terms and conditions that are more favorable to the Executive from all agreements and retirement plans existing on January 1, 2009; or (viii) in connection with, as a result of, or following a Change of Control, the Company's giving of notice to the Executive that the Employment Period shall not be extended. In provided, that no such event described in (i) through (iv) above shall constitute "Good Reason" if the Company cures such event within thirty (30) days following the Company's receipt of a Change Notice of Control or other Corporate Transaction Termination asserting that such event constitutes Good Reason; and provided, further, that no event described in which (i) through (iv) above shall constitute "Good Reason" unless the Company's common shares may cease to be publicly traded, following the Change Company receives a Notice of Control or the consummation Termination within ninety (90) days after Executive obtains knowledge of such other Corporate Transaction, "Good Reason" shall be deemed to exist upon the occurrence of any of the events listed in clauses (i) through (vii) above event (or such longer period as Executive and also in the event Executive is assigned to any position (including status, offices, titles and reporting requirements), authority, duties or responsibilities that are (A) not at or with the publicly-traded ultimate parent company of the successor to the Company or the corporation or other Entity surviving or resulting from may agree to allow for reasonable investigation and remedy of such Corporate Transaction or (B) inconsistent with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a). For purposes of this Agreement, any good faith determination of "Good Reason" made by the Executive shall be conclusive event). View More
Good Reason. Shall shall mean the occurrence of any of the following: (i) the assignment to the Executive of any position, authority, duties or responsibilities that are not materially consistent inconsistent with the Executive's position (including status, offices offices, titles and titles), reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a) of this Agreement, 3(a), or any other action by the Company or any Subsidiary which results in a material diminution in... such position, authority, duties or responsibilities, responsibilities (including, in connection with a Change of Control or other Corporate Transaction in which the Company's registered shares may cease to be publicly traded, Executive being assigned to any position (including offices, titles and reporting requirements), authority, duties or responsibilities that are not at or with the ultimate parent company engaged in the business of the successor to the Company or the corporation or other Entity surviving or resulting from such Corporate Transaction), excluding for this purpose any an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; provided that any alteration by the Company of Executive's position, authority, duties or responsibilities shall not constitute Good Reason if the Executive continues to report directly to either the Chief Executive Officer or President; (ii) the compensation or benefits payable to Executive pursuant to section 3(b) below are decreased in any manner except if the decrease is part of a cost reduction initiative that applies to and affects all executive officers of the Company equally and proportionately. (iii) any material failure by the Company or any Subsidiary to comply with any of the provisions of this Agreement (including, without limitation, its obligations under Section 3(a)) or any other agreements between the Executive and the Company or any Subsidiary, 3(a)), other than any an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company, or a Subsidiary, as appropriate, promptly after receipt of notice thereof given by the Executive; (iii) any failure by the Company or any Subsidiary to continue to provide the Executive with benefits currently or previously enjoyed by the Executive under any of the Company's or any Subsidiary's compensation, bonus, retirement, pension, savings, life insurance, medical, health and accident, or disability plans, or the taking of any other action by the Company which would directly or indirectly reduce any of such benefits or deprive the Executive of any fringe benefits or perquisites currently enjoyed by the Executive; (iv) the Company's requiring the Executive to be based at any office or location other than as provided in Section 3(a)(i) hereof or the Company's requiring the Executive to travel to a substantially greater extent than required immediately prior to the date hereof; (v) any purported termination by the Company of the Executive's employment; (vi) any failure by the Company to comply with and satisfy Section 9(b) 13(c) (regarding assumption of this Agreement; (vii) failure of Agreement by a successor); (v) the Company (including any successor) to agree, execute and enter into a new employment agreement and a new executive retirement plan with the Executive prior to the termination or expiration of this Agreement, with such employment agreement and executive retirement plan having the same terms and conditions as existed in agreements and plans between the Company and the Executive prior to December 30, 2008, and incorporating such terms and conditions that are more favorable to the Executive from all agreements and retirement plans existing on January 1, 2009; or (viii) in connection with, as a result of, or following a Change of Control, the Company's giving of notice to the Executive that the Employment Period shall not be extended. In provided, that no such event described in (i) through (iv) above shall constitute "Good Reason" if the Company cures such event within thirty (30) days following the Company's receipt of a Change Notice of Control or other Corporate Transaction Breach asserting that such event constitutes Good Reason; and provided, further, that no event described in which (i) through (iii) above shall constitute "Good Reason" unless the Company's common shares may cease to be publicly traded, Company receives a Notice of Breach within ninety (90) days following the Change of Control or the consummation datesuch Executive obtains actual knowledge of such other Corporate Transaction, "Good Reason" shall be deemed to exist upon the occurrence of any of the events listed in clauses (i) through (vii) above event (or such longer period as Executive and also in the event Executive is assigned to any position (including status, offices, titles and reporting requirements), authority, duties or responsibilities that are (A) not at or with the publicly-traded ultimate parent company of the successor to the Company or the corporation or other Entity surviving or resulting from may agree to allow for reasonable investigation and remedy of such Corporate Transaction or (B) inconsistent with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a). For purposes of this Agreement, any good faith determination of "Good Reason" made by the Executive shall be conclusive event). View More
Good Reason. Shall shall mean the occurrence of any of the following: (i) the assignment to the Executive of any position, authority, duties or responsibilities that are not materially consistent inconsistent with the Executive's position (including status, offices offices, titles and titles), reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a) of this Agreement, 3(a), or any other action by the Company or any Subsidiary which results in a material diminution in... such position, authority, duties or responsibilities, responsibilities (including, in connection with a Change of Control or other Corporate Transaction in which the Company's registered shares may cease to be publicly traded, Executive being assigned to any position (including offices, titles and reporting requirements), authority, duties or responsibilities that are not at or with the ultimate parent company engaged in the business of the successor to the Company or the corporation or other Entity surviving or resulting from such Corporate Transaction), excluding for this purpose any an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; provided that any alteration by the Company of Executive's position, authority, duties or responsibilities shall not constitute Good Reason if Executive continues to report directly to a Senior Vice President or Vice President); (ii) any material failure by the Company or any Subsidiary to comply with any of the provisions of this Agreement (including, without limitation, its obligations under Section 3(a)) or any other agreements between the Executive and the Company or any Subsidiary, 3(a)), other than any an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company, or a Subsidiary, as appropriate, promptly after receipt of notice thereof given by the Executive; (iii) any failure by the Company or any Subsidiary to continue to provide the Executive with benefits currently or previously enjoyed by the Executive under any of the Company's or any Subsidiary's compensation, bonus, retirement, pension, savings, life insurance, medical, health and accident, or disability plans, or the taking of any other action by the Company which would directly or indirectly reduce any of such benefits or deprive the Executive of any fringe benefits or perquisites currently enjoyed by the Executive; (iv) the Company's requiring the Executive to be based at any office or location other that is more than as 30 miles from the location provided in Section 3(a)(i) hereof or the Company's requiring the Executive to travel to a substantially greater extent than required immediately prior to the date hereof; (v) any purported termination by the Company of the Executive's employment; (vi) 3(a)(i); (iv) any failure by the Company to comply with and satisfy Section 9(b) 13(c) (regarding assumption of this Agreement; (vii) failure of Agreement by a successor); or (v) the Company (including any successor) to agree, execute and enter into a new employment agreement and a new executive retirement plan with the Executive prior to the termination or expiration of this Agreement, with such employment agreement and executive retirement plan having the same terms and conditions as existed in agreements and plans between the Company and the Executive prior to December 30, 2008, and incorporating such terms and conditions that are more favorable to the Executive from all agreements and retirement plans existing on January 1, 2009; or (viii) in connection with, as a result of, or following a Change of Control, the Company's giving of notice to the Executive that the Employment Period shall not be extended. In provided, that no such event described in (i) through (iv) above shall constitute "Good Reason" if the Company cures such event within thirty (30) days following the Company's receipt of a Change Notice of Control or other Corporate Transaction Termination asserting that such event constitutes Good Reason; and provided, further, that no event described in which (i) through (iv) above shall constitute "Good Reason" unless the Company's common shares may cease to be publicly traded, following the Change Company receives a Notice of Control or the consummation Termination within ninety (90) days after Executive obtains knowledge of such other Corporate Transaction, "Good Reason" shall be deemed to exist upon the occurrence of any of the events listed in clauses (i) through (vii) above event (or such longer period as Executive and also in the event Executive is assigned to any position (including status, offices, titles and reporting requirements), authority, duties or responsibilities that are (A) not at or with the publicly-traded ultimate parent company of the successor to the Company or the corporation or other Entity surviving or resulting from may agree to allow for reasonable investigation and remedy of such Corporate Transaction or (B) inconsistent with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a). For purposes of this Agreement, any good faith determination of "Good Reason" made by the Executive shall be conclusive event). View More
Good Reason. Shall shall mean the occurrence of any of the following: (i) the assignment to the Executive of any position, authority, duties or responsibilities that are not materially consistent inconsistent with the Executive's position (including status, offices offices, titles and titles), reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a) of this Agreement, 3(a), or any other action by the Company or any Subsidiary which results in a material diminution in... such position, authority, duties or responsibilities, responsibilities (including, in connection with a Change of Control or other Corporate Transaction in which the Company's registered shares may cease to be publicly traded, Executive being assigned to any position (including offices, titles and reporting requirements), authority, duties or responsibilities that are not at or with the ultimate parent company engaged in the business of the successor to the Company or the corporation or other Entity surviving or resulting from such Corporate Transaction), excluding for this purpose any an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) any material failure by the Company or any Subsidiary to comply with any of the provisions of this Agreement (including, without limitation, its obligations under Section 3(a)) or any other agreements between the Executive and the Company or any Subsidiary, 3(a)), other than any an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company, or a Subsidiary, as appropriate, promptly after receipt of notice thereof given by the Executive; (iii) any failure by the Company or any Subsidiary to continue to provide the Executive with benefits currently or previously enjoyed by the Executive under any of the Company's or any Subsidiary's compensation, bonus, retirement, pension, savings, life insurance, medical, health and accident, or disability plans, or the taking of any other action by the Company which would directly or indirectly reduce any of such benefits or deprive the Executive of any fringe benefits or perquisites currently enjoyed by the Executive; (iv) the Company's requiring the Executive to be based at any office or location other that is more than as 30 miles from the location provided in Section 3(a)(i) hereof or the Company's requiring the Executive to travel to a substantially greater extent than required immediately prior to the date hereof; (v) any purported termination by the Company of the Executive's employment; (vi) 3(a)(i); (iv) any failure by the Company to comply with and satisfy Section 9(b) 13(c) (regarding assumption of this Agreement; (vii) failure of Agreement by a successor); or (v) the Company (including any successor) to agree, execute and enter into a new employment agreement and a new executive retirement plan with the Executive prior to the termination or expiration of this Agreement, with such employment agreement and executive retirement plan having the same terms and conditions as existed in agreements and plans between the Company and the Executive prior to December 30, 2008, and incorporating such terms and conditions that are more favorable to the Executive from all agreements and retirement plans existing on January 1, 2009; or (viii) in connection with, as a result of, or following a Change of Control, the Company's giving of notice to the Executive that the Employment Period shall not be extended. In provided, that no such event described in (i) through (iv) above shall constitute "Good Reason" if the Company cures such event within thirty (30) days following the Company's receipt of a Change Notice of Control or other Corporate Transaction Termination asserting that such event constitutes Good Reason; and provided, further, that no event described in which (i) through (iv) above shall constitute "Good Reason" unless the Company's common shares may cease to be publicly traded, following the Change Company receives a Notice of Control or the consummation Termination within ninety (90) days after Executive obtains knowledge of such other Corporate Transaction, "Good Reason" shall be deemed to exist upon the occurrence of any of the events listed in clauses (i) through (vii) above event (or such longer period as Executive and also in the event Executive is assigned to any position (including status, offices, titles and reporting requirements), authority, duties or responsibilities that are (A) not at or with the publicly-traded ultimate parent company of the successor to the Company or the corporation or other Entity surviving or resulting from may agree to allow for reasonable investigation and remedy of such Corporate Transaction or (B) inconsistent with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a). For purposes of this Agreement, any good faith determination of "Good Reason" made by the Executive shall be conclusive event). View More
Good Reason. Shall shall mean the occurrence of any of the following: (i) the assignment to the Executive of any position, authority, duties or responsibilities that are not materially consistent with the Executive's position (including status, offices and titles), authority, duties or responsibilities as contemplated by Section 3(a) of this the Employment Agreement, or any other action by the Parent or the Company or any Subsidiary which results in a diminution in such position, authority, duties or... responsibilities, excluding for this purpose any action not taken in bad faith and which is remedied by the Parent or the Company after receipt of notice thereof given by the Executive; (ii) any failure by the Parent or the Company or any Subsidiary to comply with any of the provisions of this Agreement or the Employment Agreement (including, without limitation, its obligations under Section 3(a)) or any other agreements between 3(a) of the Executive and the Company or any Subsidiary, Employment Agreement), other than any failure not occurring in bad faith and which is remedied by the Company, Parent or a Subsidiary, as appropriate, the Company after receipt of notice thereof given by the Executive; (iii) any failure by the Parent or the Company or any Subsidiary to continue to provide the Executive with benefits currently or previously enjoyed by the Executive under any of the Parent's and the Company's or any Subsidiary's compensation, bonus, retirement, pension, savings, life insurance, medical, health and accident, or disability plans, or the taking of any other action by the Parent or the Company which would directly or indirectly reduce any of such benefits or deprive the Executive of any fringe benefits or perquisites currently enjoyed by the Executive; (iv) the Parent's or the Company's requiring the Executive to be based at any office or location other than as provided in Section 3(a)(i) hereof of the Employment Agreement or the Parent's or the Company's requiring the Executive to travel on business to a substantially greater extent than required immediately prior to the date hereof; (v) any purported termination by the Parent or the Company of the Executive's employment; employment (including, without limitation, any secondment of the Executive without the Executive's prior express agreement in writing); (vi) any failure by the Company Parent to comply with and satisfy Section 9(b) of this Agreement; (vii) failure 10(b) of the Company (including any successor) to agree, execute and enter into a new employment agreement and a new executive retirement plan with the Executive prior to the termination Employment Agreement; or expiration of this Agreement, with such employment agreement and executive retirement plan having the same terms and conditions as existed in agreements and plans between the Company and the Executive prior to December 30, 2008, and incorporating such terms and conditions that are more favorable to the Executive from all agreements and retirement plans existing on January 1, 2009; or (viii) (vii) in connection with, as a result of, of or following a Change of Control, the giving of notice to the Executive that the Employment Period shall not be extended. In the event of a Change of Control or other Corporate Transaction in which the Company's Parent's common shares may cease to be publicly traded, following the Change of Control or the consummation of such other Corporate Transaction, "Good Reason" shall be deemed to exist upon the occurrence of any of the events listed in clauses (i) through (vii) above and also in the event Executive is assigned to any position (including status, offices, titles and reporting requirements), authority, duties or responsibilities that are (A) not at or with the publicly-traded ultimate parent company of the successor to the Company Parent or the corporation or other Entity entity surviving or resulting from such Corporate Transaction or (B) inconsistent with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a). 3(a) of the Employment Agreement. For purposes of this Agreement, any good faith determination of "Good Reason" made by the Executive shall be conclusive conclusive. View More
Good Reason. Shall shall mean the occurrence of any of the following: (i) the assignment to the Executive of any position, authority, duties or responsibilities that are not materially consistent with the Executive's position (including status, offices and titles), authority, duties or responsibilities as contemplated by Section 3(a) of this Agreement, the Employment Agreement (including, for example and without limitation, assignment of the Executive to a Chief Compliance Officer position not reporting... directly to the Chief Executive Officer and Board of Directors of the ultimate publicly-traded parent company as it may in the future exist), or any other action by the Parent or the Company or any Subsidiary which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose any action not taken in bad faith and which is remedied by the Parent or the Company after receipt of notice thereof given by the Executive; (ii) any failure by the Parent or the Company or any Subsidiary to comply with any of the provisions of this Agreement or the Employment Agreement (including, without limitation, its obligations under Section 3(a)) or any other agreements between 3(a) of the Executive and the Company or any Subsidiary, Employment Agreement), other than any failure not occurring in bad faith and which is remedied by the Company, Parent or a Subsidiary, as appropriate, the Company after receipt of notice thereof given by the Executive; (iii) any failure by the Parent or the Company or any Subsidiary to continue to provide the Executive with benefits currently or previously enjoyed by the Executive at any time prior to such failure under any of the Parent's and the Company's or any Subsidiary's compensation, bonus, retirement, pension, savings, life insurance, medical, health and accident, or disability plans, or the taking of any other action by the Parent or the Company which would directly or indirectly reduce any of such benefits or deprive the Executive of any fringe benefits or perquisites currently enjoyed by the Executive; Executive at any time prior to such action; (iv) the Parent's or the Company's requiring the Executive to be based at any office or location other than as provided in Section 3(a)(i) hereof of the Employment Agreement or the Parent's or the Company's requiring the Executive to travel to a substantially greater extent on business more than required immediately prior to 50% of the date hereof; working days in any given quarter; (v) any purported termination by the Parent or the Company of the Executive's employment; employment (including, without limitation, any secondment of the Executive without the Executive's prior express agreement in writing); (vi) any failure by the Company Parent to comply with and satisfy Section 9(b) of this the Employment Agreement; (vii) failure of by the Company Parent (including any successor) to agree, execute and enter into a new employment agreement and a new executive retirement plan with the Executive prior to the termination or expiration of this Agreement, with such employment agreement and executive retirement plan having the same terms and conditions as existed in agreements and plans between the Parent or the Company and the Executive its officers prior to December 30, 2008, and incorporating such terms and conditions that are more favorable to the Executive from all agreements and retirement plans existing on after January 1, 2009; or (viii) in connection with, as a result of, of or following a Change of Control, the giving of notice to the Executive that the Employment Period shall not be extended. In the event of a Change of Control or other Corporate Transaction in which the Company's Parent's common shares may cease to be publicly traded, following the Change of Control or the consummation of such other Corporate Transaction, "Good Reason" shall be deemed to exist upon the occurrence of any of the events listed in clauses (i) through (vii) above and also in the event Executive is assigned to any position (including status, offices, titles and reporting requirements), authority, duties or responsibilities that are (A) not at or with the publicly-traded ultimate parent company of the successor to the Company Parent or the corporation or other Entity entity surviving or resulting from such Corporate Transaction or (B) inconsistent with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a). 3(a) of the Employment Agreement. For purposes of this Agreement, any good faith determination of "Good Reason" made by the Executive shall be conclusive conclusive. View More
Good Reason. Shall shall mean the occurrence of any of the following: (i) the assignment to the Executive of any position, authority, duties or responsibilities that are not materially consistent with the Executive's position (including status, offices and titles), authority, duties or responsibilities as contemplated by Section 3(a) of this the Employment Agreement, or any other action by the Parent or the Company or any Subsidiary which results in a diminution in such position, authority, duties or... responsibilities, excluding for this purpose any action not taken in bad faith and which is remedied by the Parent or the Company after receipt of notice thereof given by the Executive; (ii) any failure by the Parent or the Company or any Subsidiary to comply with any of the provisions of this Agreement or the Employment Agreement (including, without limitation, its obligations under Section 3(a)) or any other agreements between 3(a) of the Executive and the Company or any Subsidiary, Employment Agreement), other than any failure not occurring in bad faith and which is remedied by the Company, Parent or a Subsidiary, as appropriate, the Company after receipt of notice thereof given by the Executive; (iii) any failure by the Parent or the Company or any Subsidiary to continue to provide the Executive with benefits currently or previously enjoyed by the Executive under any of the Parent's and the Company's or any Subsidiary's compensation, bonus, retirement, pension, savings, life insurance, medical, health and accident, or disability plans, or the taking of any other action by the Parent or the Company which would directly or indirectly reduce any of such benefits or deprive the Executive of any fringe benefits or perquisites currently enjoyed by the Executive; (iv) the Parent's or the Company's requiring the Executive to be based at any office or location other than as provided in Section 3(a)(i) hereof of the Employment Agreement or the Parent's or the Company's requiring the Executive to travel on business to a substantially greater extent than required immediately prior to the date hereof; (v) any purported termination by the Parent or the Company of the Executive's employment; employment (including, without limitation, any secondment of the Executive without the Executive's prior express agreement in writing); (vi) any failure by the Company Parent to comply with and satisfy Section 9(b) 10(b) of this the Employment Agreement; (vii) failure of by the Company Parent (including any successor) to agree, execute and enter into a new employment agreement and a new executive retirement plan with the Executive prior to the termination or expiration of this Agreement, with such employment agreement and executive retirement plan having the same terms and conditions as existed in agreements and plans between the Parent or the Company and the Executive prior to December 30, 2008, and incorporating such terms and conditions that are more favorable to the Executive from all agreements and retirement plans existing on January 1, 2009; or (viii) in connection with, as a result of, of or following a Change of Control, the giving of notice to the Executive that the Employment Period shall not be extended. In the event of a Change of Control or other Corporate Transaction in which the Company's Parent's common shares may cease to be publicly traded, following the Change of Control or the consummation of such other Corporate Transaction, "Good Reason" shall be deemed to exist upon the occurrence of any of the events listed in clauses (i) through (vii) above and also in the event Executive is assigned to any position (including status, offices, titles and reporting requirements), authority, duties or responsibilities that are (A) not at or with the publicly-traded ultimate parent company of the successor to the Company Parent or the corporation or other Entity entity surviving or resulting from such Corporate Transaction or (B) inconsistent with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a). 3(a) of the Employment Agreement. For purposes of this Agreement, any good faith determination of "Good Reason" made by the Executive shall be conclusive conclusive. View More
