Good Reason

Good Reason. Means the occurrence of any of the following events without the Participant's consent: (i) a material reduction by the Company of the Participant's base salary as in effect immediately prior to the reduction; (ii) a material reduction by the Company of the Participant's annual bonus target as in effect immediately prior to the reduction, provided a compensation plan change that affects similarly all employees at similar levels will not constitute Good Reason; (iii) a material reduction in the... Participant's authority, duties or responsibilities, provided a change in job title or reporting relationship without a reduction in the Participant's base salary or annual bonus target will not constitute Good Reason; or (iv) relocation of the offices at which the Participant is required to work to a location that is outside San Diego county or would increase the Participant's one-way commute by more than 40 miles; provided, that any resignation by the Participant due to any of the above conditions will only be deemed for Good Reason if: (1) the Participant gives the Company written notice of the intent to terminate for Good Reason within 90 days following the first occurrence of the condition(s) that the Participant believes constitutes Good Reason, which notice will describe such condition(s); (2) the Company fails to remedy, if remediable, such condition(s) within 30 days following receipt of the Participant's written notice (the "Cure Period") of such condition(s) from the Participant; and (3) the Participant actually resigns his or her employment within the first 15 days after expiration of the Cure Period. View More

Good Reason. A Participant's termination of his or her employment based upon one or more of the following events (except as a result of a prior termination): (i) any change in a Participant's position or responsibilities or assignment of duties materially inconsistent with the Participant's status prior to the Change in Control; (ii) following a business combination related to a Change in Control, a failure to offer the Participant a position in the combined business entity, having authority equivalent in... scope to the authority in the position held by the Participant in the Company immediately prior to such business combination; (iii) any decrease in the Participant's Base Salary, target annual incentive or long- term incentive opportunity; (iv) any breach of the terms of the Plan by HSI after receipt of written notice from the Participant and a reasonable opportunity to cure such breach; (v) HSI's failure to obtain any successor entity's assumption of its obligations to the Participant hereunder; or (vi) the Company requiring the Participant to perform services as an employee on an ongoing basis at a location more than 75 miles distant from the location at which the Participant performs services as of the date immediately prior to the Change in Control. View More

Good Reason. The occurrence of any one or more of the following events without the Participant's prior written consent, unless the Company fully corrects the circumstances constituting Good Reason.

Good Reason. (i) a Change in Control occurs and the Corporation is no longer an independent company (i.e., it becomes a subsidiary or division of another entity); (ii) a reduction in Executive's authority, duties, titles, status or responsibilities or the assignment to Executive of duties or responsibilities inconsistent in any respect from those of Executive, excluding any changes made by the CEO in the normal course of managing the Corporation, and excluding any action or omission by the Corporation that... is isolated, insubstantial and inadvertent and which was not taken in bad faith by the Corporation and is remedied by the Corporation promptly after receipt of notice thereof given by Executive; (iii) any reduction in Executive's annual rate of base salary or any failure by the Corporation to continue in effect any material incentive compensation plan or arrangement (unless replacement plans providing Executive with substantially similar benefits are adopted) or the taking of any action by the Corporation that would adversely affect Executive's participation in any such plan or arrangement or reduce Executive's incentive compensation opportunities under such plan or arrangement, as the case may be; (iv) the Corporation fails to obtain a written agreement from any successor or assigns of the Corporation or its assets to assume and perform this Agreement; or (v) the relocation of the Corporation's principal executive offices by more than 35 miles from where such offices were located immediately prior to the Change of Control or the Corporation requires Executive, without Executive's written consent, to be based at any office other than the Corporation's office at which the Executive was based prior to the Change in Control, except for travel reasonably required in the performance of Executive's duties and reasonably consistent with Executive's travel prior to the Change of Control. Unless Executive terminates his employment on or within 90 days following an act or omission to act by the Corporation constituting a Good Reason hereunder, and coincident or prior to such termination give the Corporation written notice as to the nature of the Good Reason event, Executive's continued employment after such 90th day shall constitute Executive's consent to, and a waiver of Executive's rights with respect to, such act or failure to act. Executive's right to terminate Executive's employment for Good Reason shall not be affected by Executive's incapacity due to physical or mental illness. Executive's determination that an act or failure to act constitutes Good Reason shall be presumed to be valid unless such determination is deemed by an arbitrator to be unreasonable and not to have been made in good faith by Executive. View More

Good Reason. With respect to a Participant, means "Good Reason" (or any term of similar effect) as defined in such Participant's employment or consulting agreement with the Company if such an agreement exists and contains a definition of Good Reason (or term of similar effect), or, if no such agreement exists or such agreement does not contain a definition of Good Reason (or term of similar effect), then Good Reason shall mean the occurrence of any of the following circumstances without the Participant's... express prior written consent: (i) a material diminution in the Particpant's base compensation, unless reductions comparable in amount and duration are concurrently made for all other similarly-situated employees of the Company; or (ii) a relocation of the Participant's place of employment by more than 50 miles, provided that such change, reduction or relocation is effected by the Company (or its parent or subsidiary employing the Participant) without the Participant's consent. Notwithstanding the foregoing, a Participant may not resign his or her employment with Good Reason unless: (x) the Participant provides the Company with at least 30 days prior written notice of his or her intent to resign for Good Reason (which notice is provided not later than 60 days following the occurrence of the event constituting Good Reason and contains reasonable detail regarding the basis for asserting Good Reason) and (y) the Company has not remedied the violation(s) within the 30 day period, and such resignation must occur within 90 days of the end of such remedy period View More

Good Reason. Means a greater than 20% reduction in any of the Participant's base salary, target short-term cash incentive opportunity or value of regular annual long-term target incentive opportunity, the latter as determined by a third-party compensation consulting or accounting firm chosen by the Company and using generally accepted methodologies which may include annualizing prior year long-term incentive grants over more than one year and ignoring prior special retention or sign-on grants, other than a... broad-based compensation reduction imposed across-the-board on executives at the vice president or higher level within the Company, and means, after a Change in Control, any one or more of the following actions or omissions occurring during the Protection Period without the Participant's consent: (i) a material reduction in the Participant's base salary or short-term/annual target cash incentive opportunity; (ii) any material diminution in the Participant's authority, duties or responsibilities, but excluding a mere change in reporting relationship or title; or (iv) any material breach of this Plan by the Company; provided that, in order for there to be a termination for Good Reason, the Participant must notify the Company of the event constituting such Good Reason within 90 days of the occurrence of such event, by a notice of termination. The Company must have failed to cure the event constituting Good Reason within 30 days following receipt of the notice of termination and the Participant must terminate employment within five days after the lapse of the cure period if no cure is effected. A delay in the delivery of such notice of termination or in the termination of employment after the lapse of the cure period shall waive the right of the Participant under this Plan to terminate employment for Good Reason. For the avoidance of doubt, no material diminution of authority, duties or responsibilities shall be deemed to occur solely because the Company becomes a subsidiary of another corporation if the Participant's authority, duties and responsibilities to the Company remain materially undiminished. View More

Good Reason. The occurrence of any of the following events: (i) a material adverse change, not consented to by Executive, in the nature or scope of Executive's responsibilities, authorities or duties as of the Effective Date; (ii) a material involuntary reduction in Executive's base compensation or annual bonus opportunity, in each case as of the Effective Date; or (iii) the relocation, without Executive's consent, of Executive's principal place of employment to another location of the Company Group outside... of a twenty five (25) mile radius from the location of Executive's principal place of employment immediately prior to such relocation (provided that such relocation results in an increase to Executive's daily commute). Notwithstanding the foregoing, Executive must provide written notice to the Company of the existence of any condition (or conditions) that the Executive believes constitutes Good Reason within ninety (90) days of the initial existence of such condition (or conditions). Upon receipt by the Company of such notice, the Company will have thirty (30) days to remedy the condition (or conditions). If the Company does not remedy the condition (or conditions) of which it received notice prior to the end of such thirty (30) day period, Executive may terminate Executive's employment after the expiration of such thirty (30) day period; provided, that such termination must occur no later than 130 days after the initial existence of the Good Reason condition in order for such termination to be a termination for "Good Reason." If the Company remedies the condition (or conditions) of which it received notice prior to the end of such thirty (30) day period, then such condition (or conditions) shall not constitute Good Reason. View More

Good Reason. Repeated failures by Executive to comply in a material respect with the written policies or directives of the CEO or the Board of Directors; the Executive's physical incapacity to perform his duties for any cumulative period of 90 days, unless due to a disability; Executive's conviction, guilty plea or confession to any felony, or any act of fraud, misappropriation or embezzlement; or Executive's fraudulent act.

Good Reason. Shall have the meaning defined in the applicable employment agreement, consulting agreement or any other similar written agreement between the Participant and the Company (or any of its affiliates) that specifically defines "good reason," if any.

Good Reason. The occurrence of any of the following conditions without Executive's express written consent: (i)a material reduction (defined as greater than a 10% reduction) in Executive's base salary or target bonus, but excluding reductions in connection with an across-the-board reduction of all similarly situated employees' base salaries and/or bonuses by a percentage at least equal to the percentage by which Executive's base salary is reduced; (ii)a material diminution in Executive's authority, duties... or responsibilities; or (iii)a relocation of Executive's principal place of employment of more than thirty-five (35) miles from Executive's principal place of employment immediately prior to such change, except for required travel on the Company's business to an extent substantially consistent with Executive's business travel obligations immediately prior to such change. 4 For a termination to qualify as a termination for Good Reason, Executive must notify the Company in writing of termination for Good Reason, specifying the event constituting Good Reason, within 90 days after Executive first becomes aware of the event that Executive believes constitutes Good Reason. Failure for any reason to give written notice of termination of employment for Good Reason in accordance with the foregoing will be deemed a waiver of the right to terminate Executive's employment for that Good Reason event. The Company will have a period of 30 days after receipt of Executive's notice in which to cure the Good Reason. If the Good Reason event is cured within this period, Executive will not be entitled to terminate Executive's employment for Good Reason. If the Company waives its right to cure or does not, within the 30-day period, cure the Good Reason event, Executive may terminate Executive's employment for Good Reason within 60 days following the earlier of the date on which the Company waives its right to cure or the end of the cure period. If Executive does not terminate Executive's employment within such 60 day period, Executive will waive Executive's right to terminate Executive's employment for that Good Reason event. View More