Good Reason Definition Example with 5 Variations

Good Reason. With with respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, "Good Reason" shall have the equivalent meaning or (or the same meaning as "good reason" or "for good reason" reason") set forth in any employment, consulting or other employment agreement for the performance of services between the Participant and the Company or a Related Entity or, in the absence of any such agreement or any such definition in such... agreement, such term shall mean (i) the assignment to the Participant of any duties inconsistent in any material respect with the Participant's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as assigned by the Company or (or a Related Entity, Entity), or any other action by the Company or (or a Related Entity Entity) which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company or (or a Related Entity Entity) promptly after receipt of notice thereof given by the Participant; (ii) any material failure by the Company or (or a Related Entity Entity) to comply with its obligations to the Participant as agreed upon, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company or (or a Related Entity Entity) promptly after receipt of notice thereof given by the Participant; or (iii) the Company's or (or Related Entity's Entity's) requiring the Participant to be based at any office or location outside of fifty (50) miles from the location of employment or service as of the date of Award, except for travel reasonably required in the performance of the Participant's responsibilities responsibilities; (iv) any purported termination by the Company (or a Related Entity) of the Participant's Continuous Service otherwise than for Cause as defined in Section 2(f), or by reason of the Participant's Disability as defined in Section 2(o), prior to the Expiration Date. For purposes of this Section 2(v), any good faith determination of "Good Reason" made by the Company shall be conclusive. View More

Good Reason. With with respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, "Good Reason" shall have the equivalent meaning or (or the same meaning as "good reason" or "for good reason" reason") set forth in any employment, consulting consulting, change in control or other agreement for the performance of services between the Participant and the Company or a Related Entity or, in the absence of any such agreement or any such... definition in such agreement, such term shall mean (i) the assignment to the Participant of any duties inconsistent in any material respect with the Participant's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as assigned by the Company or (or a Related Entity, Entity), or any other action by the Company or (or a Related Entity Entity) which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company or (or a Related Entity Entity) promptly after receipt of notice thereof given by the Participant; (ii) any material failure by the Company or (or a Related Entity Entity) to comply with its obligations to the Participant as agreed upon, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company or (or a Related Entity Entity) promptly after receipt of notice thereof given by the Participant; or (iii) the Company's or (or Related Entity's Entity's) requiring the Participant to be based at any office or location outside of fifty (50) miles from the location of employment or service as of the date of Award, except for travel reasonably required in the performance of the Participant's responsibilities responsibilities; (iv) any purported termination by the Company (or a Related Entity) of the Participant's Continuous Service otherwise than for Cause as defined in Section 2(f), or by reason of the Participant's Disability as defined in Section 2(q). For purposes of this Section 2(y), any good faith determination of "Good Reason" made by the Committee shall be conclusive View More

Good Reason. With with respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, "Good Reason" 'Good Reason' shall have the equivalent meaning or (or the same meaning as "good reason" 'good reason' or "for 'for good reason" reason') set forth in any employment, consulting consulting, change in control or other agreement for the performance of services between the Participant and the Company or a Related Entity or, in the absence... of any such agreement or any such definition in such agreement, agreement(s), such term shall mean (i) the assignment to the Participant of any duties inconsistent in any material respect with the Participant's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as assigned by the Company or (or a Related Entity, Entity) or any other action by the Company or (or a Related Entity Entity) which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company or (or a Related Entity Entity) promptly after receipt of notice thereof given by the Participant; (ii) any material failure by the Company or (or a Related Entity Entity) to comply with its obligations to the Participant as agreed upon, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company or (or a Related Entity Entity) promptly after receipt of notice thereof given by the Participant; or (iii) the Company's or (or Related Entity's Entity's) requiring the Participant to be based at any office or location outside of more than fifty (50) miles from the location of employment or service as of the date of Award, except for travel reasonably required in the performance of the Participant's responsibilities responsibilities; (iv) any purported termination by the Company (or a Related Entity) of the Participant's continuous service otherwise than for Cause, as defined Section 2(e), death, or by reason of the Participant's Disability as defined in Section 2(o); or (v) any reduction in the Participant's base salary (unless such reduction is part of Company-wide reduction that affects a majority of the persons of comparable level to the Participant). The Participant must give the Company written notice of any event the Participant believes constitutes Good Reason. Such notice must be delivered to the Company within 90 days of the first occurrence of such event and the Company shall have 30 days to cure, if possible View More

Good Reason. With with respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, "Good Reason" shall have the equivalent meaning or the same meaning as "good reason" or "for good reason" set forth in any employment, consulting or other agreement for the performance of services between the Participant and the Company or a Related Entity or, in the absence of any such agreement or any such definition in such agreement, such term... shall mean (i) a material breach by the assignment Company (or a Related Entity) of its obligations to the Participant under his or her written employment, consulting or other agreement for the performance of any duties inconsistent in any material respect services with the Participant's duties or responsibilities as assigned by the Company or (or a Related Entity, or any other action by the Company or a Related Entity which results in a material diminution in such duties or responsibilities, excluding Entity) (excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company or a Related Entity promptly after receipt of notice thereof given by the Participant; faith); (ii) any material failure reduction of the Participant's base salary or consulting fees during the term of the Participant's services with the Company (or a Related Entity) other than as agreed to by the Company Participant or a Related Entity to comply in connection with its obligations to an across the Participant as agreed upon, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by Board salary reduction for the Company or a Related Entity promptly after receipt of notice thereof given by the Participant; Company's management team; or (iii) the Company's or Related Entity's requiring the Participant to be based at any office or location outside of a fifty (50) miles mile radius from the location location(s) of the Participant's employment or service as identified and set forth in the Participant's employment, consulting or other similar agreement with the Company or a Related Entity without the consent of the date of Award, except for travel reasonably required in Participant. Notwithstanding the performance foregoing, Good Reason shall not be deemed to exist unless the Participant shall provide notice of the existence of an event constituting Good Reason within ninety (90) days of Participant's responsibilities knowledge of the existence such event and afford the Company thirty (30) days to cure such event, if curable. View More

Good Reason. With with respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, "Good Reason" Good Reason shall have the equivalent meaning or the same meaning as "good reason" good reason or "for for good reason" reason set forth in any employment, consulting or other agreement for the performance of services between the Participant and the Company or a Related Entity or, in the absence of any such agreement or any such... definition in such agreement, such term shall mean (i) the assignment to the Participant of any duties inconsistent in any material respect with the Participant's position, authority, duties or responsibilities as assigned by the Company or a Related Entity, or any other action by the Company or a Related Entity which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent any action not taken in bad faith and which is remedied by the Company or a Related Entity promptly after receipt of notice thereof given by the Participant, or any action taken with the consent of the Participant; or (ii) any material failure by the Company or a Related Entity to comply with its obligations to the Participant as agreed upon, other than an isolated, insubstantial and inadvertent any failure not occurring in bad faith and which is remedied by the Company or a Related Entity promptly after receipt of notice thereof given by the Participant; or (iii) the Company's or Related Entity's requiring the Participant to be based at any office or location outside of fifty (50) miles from the location of employment or service as of the date of Award, except for travel reasonably required in the performance of the Participant's responsibilities View More