Good Reason

Example Definitions of "Good Reason"
Good Reason. As used in the Grant Notice or in this Restricted Stock Unit Agreement shall have the meanings set forth in the Executive Severance Agreement, dated as of November 22, 2022, between the Participant and the Company
Good Reason. The term "Good Reason" means the occurrence (in which the initial existence occurs on or after the Announcement) of any one or more of the items (each a "Good Reason Event") enumerated in subsections 1.15(a) through 1.15(c) without the prior written consent of the Executive. Executive must give the Company written notice of the alleged Good Reason Event within 90 days of its initial existence and the Company shall then have 30 days to cure the Good Reason Event. If the Company does not timely... cure the Good Reason Event then Executive must provide the Company with written notice that he is terminating his employment for Good Reason and resigning from all positions he is then holding with the Company and Subsidiary and such termination must occur within 45 days after the end of the foregoing 30 day cure period. View More Arrow
Good Reason. Shall mean the occurrence of any of the following events or conditions without Executive's written consent: (i) a decrease in Executive's Base Amount, other than a reduction in Executive's Base Amount of less than 10% that is implemented in connection with a contemporaneous reduction in annual base salaries affecting all other senior executives of the Company, (ii) a material decrease in Executive's Bonus Amount, (iii) a material decrease in Executive's authority (including ceasing to report to... and/or serve on the Board or the Company no longer being publicly listed) or areas of responsibility as are commensurate with such Executive's title or position, or (iii) the relocation of Executive's primary office to a location more than 35 miles from the Company's then current headquarters. Executive must provide written notice to the Company of the occurrence of any of the foregoing events or conditions within ninety (90) days of the occurrence of such event or the date upon which Executive reasonably became aware that such an event or condition had occurred. The Company or any successor or Affiliate shall have a period of thirty (30) days to cure such event or condition after receipt of written notice of such event from Executive. Any voluntary termination for "Good Reason" following such thirty (30) day cure period must occur no later than the date that is one (1) year following the date notice was provided by Executive. Executive's voluntary Separation from Service by reason of resignation from employment with the Company for Good Reason shall be treated as involuntary. View More Arrow
Good Reason. Means: i. Any removal of the Recipient from his position with the Company as of the Date of Grant without his being appointed to a comparable or higher position in the Company; ii. The assignment to the Recipient of duties materially inconsistent with the status of the position he holds with the Company as of the Date of Grant, and the Company fails to rescind such assignment within thirty (30) days following receipt of written notice to the Board of Directors of the Company from Recipient,... which notice shall inform the Board of Directors which assignment of his is materially inconsistent and why and that absent its rescission, Recipient intends to terminate his employment for Good Reason; iii. Any requirement that the Recipient be required to perform his duties on a full-time basis outside of the city in which he lives as of the Date of Grant; With respect to matters referred to in Section 10(f)(i), (ii) and (iii) above, the Recipient shall not terminate this Agreement for Good Reason unless the Recipient has given the Company written notice of and opportunity to cure the alleged Good Reason and the Company has not fully cured the Good Reason within (30) days of receipt of such written notice thereof. View More Arrow
Good Reason. Will have the meaning ascribed to such term in any written agreement between the Participant and the Company or a successor corporation defining such term and, in the absence of such agreement, such term means, with respect to a Participant, any of the following actions taken without Cause without Participant's consent: (i) A material reduction of the Participant's base compensation, other than a reduction that applies generally to all executives; (ii) A material reduction in the Participant's... authority, duties or responsibilities, provided, however, that a change in job position (including a change in title) shall not be deemed a material reduction unless the Participant's new authority, duties or responsibilities are materially reduced from the prior authority, duties or responsibilities; (iii) failure or refusal of a successor to the Company to materially assume the Company's obligations under the Participant's offer letter and/or employment agreement, if applicable, in the event of a Change in Control; or (iv) relocation of the Participant's principal place of employment that results in an increase in the Participant's one-way driving distance by more than 50 miles from the Participant's then current principal residence. In order to resign for Good Reason, the Participant must provide written notice of the event giving rise to Good Reason to the Company within 90 days after the condition arises, allow the Company at least 30 days to cure such condition, and if the Company fails to cure the condition within such period, then Participant's resignation from all positions the Participant then holds with the Company must be effective not later than 90 days after the end of the Company's cure period. View More Arrow
Good Reason. The occurrence of any of the following without the Participant's written consent: (i) a material reduction in the Participant's Base Salary, other than a general reduction in Base Salary that affects all similarly situated employees in substantially the same proportions; (ii) a material reduction in the Participant's Bonus opportunity; (iii) a relocation of the Participant's principal place of employment by more than 50 miles; (iv) any material breach by the Company of any material provision of... the Participant's offer letter or employment agreement with the Company; (v) the Company's failure to obtain an agreement from any successor to the Company to assume and agree to perform the obligations under this Plan in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; or (vi) a material, adverse change in the Participant's title, authority, duties or responsibilities. The Participant cannot terminate his employment for Good Reason unless he has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within 15 days of the initial existence of such grounds and the Company has had at least 30 days from the date on which such notice is provided to cure such circumstances. If the Participant does not provide written notice to terminate his employment for Good Reason within 60 days after the first occurrence of the applicable grounds, then the Participant will be deemed to have waived his right to terminate for Good Reason with respect to such grounds. View More Arrow
Good Reason. Shall have the meaning set forth in your change in control agreement, if applicable.
Good Reason. The occurrence of any of the following events without the Covered Employee's prior written consent: (A) a material diminution in the Covered Employee's base compensation; (B) a material diminution in the Covered Employee's authority, duties or responsibilities (this determination will include an analysis of whether the Covered Employee maintains at least the same level, scope and type of duties and responsibilities with respect to the management, strategy, operations and business of the... Company); (C) a material change in geographic location at which the Covered Employee performs services (if the Covered Employee's new one-way commute is more than thirty five (35) miles greater than the Covered Employee's one-way commute prior to the change in the Covered Employee's principal work location, regardless of whether the Covered Employee receives an offer of relocation benefits, such change shall be deemed material hereunder) or (D) a material breach by the Company of this Plan or of any agreement to which the Company and the Covered Employee are parties; provided, however, that no such event or condition shall constitute Good Reason unless (x) the Covered Employee gives the Company a written notice of termination for Good Reason not more than 30 days after the initial existence of the condition, (y) the grounds for termination (if susceptible to correction) are not corrected by the Company within 30 days of its receipt of such notice and (z) the Covered Employee's termination of employment occurs within two months following the Company's receipt of such notice View More Arrow
Good Reason. Unless the applicable Award Agreement states otherwise: (a) If an Employee or Consultant is a party to an employment or service agreement with the Company or its Affiliates and such agreement provides for a definition of Good Reason, the definition contained therein; or (b) If no such agreement exists or if such agreement does not define Good Reason, the occurrence of one or more of the following: (i) any material, adverse change in the Participant's duties, responsibilities, authority, title,... status or reporting structure or (ii) a material reduction in the Participant's base salary or bonus opportunity. View More Arrow
Good Reason. Means the occurrence of one of the following without the Employee's prior written consent, provided that the procedures described herein are followed: (i) The Employee's base salary is materially reduced (defined as a 10% or more reduction); (ii) The criteria for determining the Employee's annual bonus payment results in a potential annual bonus that is materially reduced (defined as a 10% or more reduction); (iii) The Employee's benefits are materially reduced (defined as a 10% or more... reduction), or the Company fails to provide equity awards granted pursuant to award agreements and/or the Company's 2018 Long Term Equity Incentive Ownership Plan; (iv) The Employee is removed from any of his offices or responsibilities or his duties with the Company are otherwise reduced to such an extent that results in a material reduction of the Employee's authority commensurate with his duties to the Company; or (v) The Employee's principal place of employment for the Company is materially relocated (defined as a 25 mile or more relocation) and, as a result, the Employee is required to relocate. To invoke a termination for Good Reason, the Employee shall provide a Termination Notice to the Company within 90 days following the Employee's knowledge of the initial existence of one or more of the conditions described in subsections (i) through (v) giving rise to Good Reason, and the Company shall have 30 days following receipt of such written notice (the "Cure Period") during which it may remedy the asserted condition or conditions. If the Company does not cure the asserted condition within the Cure Period, then the Employee's Termination Date will occur on the day immediately following the end of the Cure Period. If the Company cures the asserted condition or conditions within such thirty (30) day Cure Period, then the Employee will be deemed to have withdrawn the notice of termination effective as of the date the cure is affected. View More Arrow
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