Good Reason Definition Example

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 the Employment Agreement, or any other action by the Parent or the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for... this purpose any 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 to comply with any of the provisions of this Agreement or the Employment Agreement (including, without limitation, its obligations under Section 3(a) of the Employment Agreement), other than any failure not occurring in bad faith and which is remedied by the Parent or the Company after receipt of notice thereof given by the Executive; (iii) any failure by the Parent or the Company to continue to provide the Executive with benefits currently enjoyed by the Executive under any of the Parent's and the Company'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) 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 (including, without limitation, any secondment of the Executive without the Executive's prior express agreement in writing); (vi) any failure by the Parent to comply with and satisfy Section 10(b) of the Employment Agreement; or (vii) 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 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 Parent 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) of the Employment Agreement. For purposes of this Agreement, any good faith determination of "Good Reason" made by the Executive shall be conclusive. View More