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. (i) a material diminution in an Eligible Executive's Base Salary or authority, duties or responsibilities with the Company or its Affiliates; (ii) a material breach by the Company of any of its obligations under the Plan; or (iii) a relocation of the geographic location of an Eligible Executive's principal place of employment by more than 50 miles from the location of such Eligible Executive's principal place of employment as of the Effective Date. Notwithstanding the foregoing provisions of... this definition or any other provision of the Plan to the contrary, any assertion by an Eligible Executive of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in this definition giving rise to such Eligible Executive's termination of employment must have arisen without such Eligible Executive's consent; (B) such Eligible Executive must provide written notice to the Company of the existence of such condition(s) within 30 days after the initial occurrence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for 30 days following the Company's receipt of such written notice; and (D) the date of such Eligible Executive's termination of employment must occur within 90 days after the initial occurrence of the condition(s) specified in such notice.View More
Good Reason. with respect to an Eligible Executive, the occurrence of any of the following prior to the Eligible Executive’s Date of Termination: (i) a material reduction in such Eligible Executive’s Base Salary or Target Annual Bonus; (ii) a material diminution in an such Eligible Executive's Base Salary Executive’s position, reporting relationship, responsibilities or authority, duties or the assignment of such Eligible Executive to a position, responsibilities with or duties of a materially lesser status... or degree of responsibility than such Eligible Executive’s position, responsibilities or duties immediately following the Company or its Affiliates; (ii) a date of such Eligible Executive’s Participation Agreement; (iii) any material breach by the Company of any of its obligations under the Plan; or (iii) a relocation provision of the geographic location Plan or any other material agreement between the Company and Employee; or (iv) any requirement of an the Company that such Eligible Executive's principal place of employment by Executive be based anywhere more than 50 40 miles from the location office where such Eligible Executive is located on the date of such Eligible Executive's principal place of employment as of the Effective Date. Executive’s Participation Agreement. Notwithstanding the foregoing provisions of this definition or any other provision of the Plan to the contrary, any assertion by an Eligible Executive of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in this definition giving rise to such Eligible Executive's Executive’s termination of employment must have arisen without such Eligible Executive's Executive’s consent; (B) such Eligible Executive must provide written notice to the Company Board of the existence of such condition(s) within 30 thirty (30) days after of the initial occurrence existence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for 30 thirty (30) days following the Company's Board’s receipt of such written notice; and (D) the date of such Eligible Executive's Executive’s termination of employment must occur within 90 days after following the initial occurrence expiration of the condition(s) specified thirty (30) day cure period, but in any event within sixty-five (65) days following the Board’s receipt of such notice. View More
Good Reason. (i) a material diminution in an Eligible Executive's Base Salary or authority, duties or duties, and responsibilities with the Company or its Affiliates; subsidiaries, including his or her removal as an officer of the Company; provided, however, that if the Eligible Executive is serving as an officer or member of the board of directors (or similar governing body) of any member of the Company Group, in no event shall the removal of the Eligible Executive as an officer or board member of such... member of the Company Group, other than the Company, regardless of the reason for such removal, constitute Good Reason; provided, further, that a reduction in an Eligible Executive's Base Salary in connection with a general reduction in base salaries that affects all similarly situated employees of the Company in substantially the same proportions will not constitute Good Reason; provided, further, that a temporary reduction in an Eligible Executive's authority, duties, and responsibilities in connection with any internal investigation by the Company, including an investigation into whether circumstances constituting Cause exist, shall not constitute Good Reason; (ii) a material breach by the Company of any of its obligations under the Plan; or (iii) a the relocation of the geographic location of an Eligible Executive's principal place of employment by more than 50 miles from the location of such Eligible Executive's principal place of employment as of the Effective Date. Notwithstanding the foregoing provisions of this definition or any other provision of the Plan to the contrary, clauses (i), (ii) and (iii), any assertion by an Eligible Executive of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in this definition clauses (i), (ii) or (iii) giving rise to such Eligible Executive's termination of employment must have arisen without such Eligible Executive's consent; (B) such Eligible Executive must provide written notice to the Company Committee of the existence of such condition(s) within 30 days after the initial occurrence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for 30 days following the Company's Committee's receipt of such written notice; and (D) the date of such Eligible Executive's termination of employment must occur within 90 75 days after the initial occurrence of the condition(s) specified in such notice. View More
Good Reason. (i) a material diminution in an Eligible Executive's Base Salary or authority, duties or duties, and responsibilities with the Company or its Affiliates; subsidiaries, including his or her removal as an officer of the Company; provided, however, that if the Eligible Executive is serving as an officer or member of the board of directors (or similar governing body) of any member of the Company Group, in no event shall the removal of the Eligible Executive as an officer or board member of such... member of the Company Group, other than the Company, regardless of the reason for such removal, constitute Good Reason; provided, further, that a reduction in an Eligible Executive's Base Salary in connection with a general reduction in base salaries that affects all similarly situated employees of the Company in substantially the same proportions will not constitute Good Reason; provided, further, that a temporary reduction in an Eligible Executive's authority, duties, and responsibilities in connection with any internal investigation by the Company, including an investigation into whether circumstances constituting Cause exist, shall not constitute Good Reason; (ii) a material breach by the Company of any of its obligations under the Plan; or (iii) a the relocation of the geographic location of an Eligible Executive's principal place of employment by more than 50 miles from the location of such Eligible Executive's principal place of employment as of the Effective Date. Notwithstanding the foregoing provisions of this definition or any other provision of the Plan to the contrary, clauses (i), (ii) and (iii), any assertion by an Eligible Executive of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in this definition clauses (i), (ii) or (iii) giving rise to such Eligible Executive's termination of employment must have arisen without such Eligible Executive's consent; (B) such Eligible Executive must provide written notice to the Company Committee of the existence of such condition(s) within 30 days after the initial occurrence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for 30 days following the Company's Committee's receipt of such written notice; and (D) the date of such Eligible Executive's termination of employment must occur within 90 75 days after the initial occurrence of the condition(s) specified in such notice. notice View More
Good Reason. with respect to an Eligible Executive's termination of employment with the Company Group, (i) in the case where there is no Executive Employment Agreement, offer letter, change in control agreement or similar agreement in effect between an Eligible Executive and a member of the Company Group (or where there is such an agreement but it does not define good reason (or words or a concept of like import)), (x) a material diminution in an such Eligible Executive's Base Salary or authority, duties or... and responsibilities with the Company or its Affiliates; (ii) a material breach by Subsidiaries; provided, however, that if such Eligible Executive is serving as an officer or member of the board of directors (or similar governing body) of any member of the Company Group or any other entity in which a member of any the Company Group holds an equity interest, in no event shall the removal of its obligations under such Eligible Executive as an officer or board member, regardless of the Plan; reason for such removal, constitute Good Reason; or (iii) a (y) the relocation of the geographic location of an such Eligible Executive's principal place of employment by more than 50 fifty (50) miles from the location of such Eligible Executive's principal place of employment as of the Effective Date. Notwithstanding the foregoing provisions of this definition or any other provision of the Plan to the contrary, Date; provided, further, that any assertion by an such Eligible Executive of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in this definition Section 2(bb) giving rise to such Eligible Executive's termination of employment must have arisen without such Eligible Executive's consent; (B) such Eligible Executive must provide written notice to the Company Board of the existence of such condition(s) within 30 thirty (30) days after the initial occurrence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for 30 thirty (30) days following the Company's Board's receipt of such written notice; and (D) the date of such Eligible Executive's termination of employment must occur within 90 sixty (60) days after the initial occurrence of the condition(s) specified in such notice. notice; provided, further, that no suspension of such Eligible Executive or a reduction in such Eligible Executive's authority, duties and responsibilities in conjunction with any leave required, or other action taken, by the Company as part of any investigation into alleged wrongdoing by such Eligible Executive shall give rise to Good Reason; or (ii) in the case where there is an Executive Employment Agreement, offer letter, change in control agreement or similar agreement in effect between an Eligible Executive and a member of the Company Group that defines good reason (or words or a concept of like import), as defined in such agreement. View More
Good Reason. the occurrence of any of the following events without an Eligible Executive's consent: (i) a material diminution reduction of 20% or more in an Eligible Executive's Base Salary other than as part of one or authority, duties or responsibilities with more decreases that are applied similarly to all of the Company or its Affiliates; Company's similarly situated executives; (ii) a the Company's material breach by the Company of any of its obligations under the Plan; written agreement with an... Eligible Executive; or (iii) a relocation of the geographic location of an Eligible Executive's principal place of employment by more than 50 75 miles from the location of such Eligible Executive's principal place of employment as of the Effective Date. Houston, Texas. Notwithstanding the foregoing provisions of this definition or any other provision of the Plan to the contrary, any assertion by an Eligible Executive of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in this definition giving rise to such Eligible Executive's termination of employment must have arisen without such Eligible Executive's consent; (B) such Eligible Executive must provide has provided written notice to the Company of the existence of such the condition(s) providing grounds for termination for Good Reason within 30 days after of the initial occurrence existence of such condition(s); (C) condition; (B) the condition(s) specified in such notice must remain uncorrected for 30 days following the Company's receipt of such written notice; and (D) (C) the date of such the Eligible Executive's termination of employment must occur within 90 60 days after the initial occurrence existence of the condition(s) specified in such notice. View More
