Good Reason

Good Reason. For purposes of this Agreement, you shall have "Good Reason" for resigning from employment with the Company if any of the following actions are taken by the Company without your written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (i) a reduction of your then-current base salary by 10% or more unless such reduction is part of a generalized salary reduction affecting similarly situated employees; (ii) a material... reduction in your job responsibilities, duties or authority, including requiring you to report to anyone other than the Board or requiring you to perform a role other than the role of the chief executive officer of the Company ; or (iii) the Company conditions your continued service with the Company on your being transferred to a site of employment that would increase your one-way commute by more than 35 miles from your then principal residence. In order for you to resign for Good Reason, you must provide written notice to the Company of the existence of the Good Reason condition within 60 days of the initial existence of such Good Reason condition. Upon receipt of such notice, the Company must have 30 days during which it may remedy the Good Reason condition. If the Good Reason condition is not remedied within such 30-day period, you may resign based on the Good Reason condition specified in the notice effective no later than 30 days following the expiration of the 30-day cure period. View More

Good Reason. Shall mean that the Covered Employee has complied with the 'Good Reason Process' (hereinafter defined) following the occurrence of any of the following events after a Change in Control without the Covered Employee's express consent: (i) a material diminution in the Covered Employee's responsibilities, authority or duties ; (ii) a material diminution in the Covered Employee's Base Salary except for across-the-board salary reductions based on the Company's financial performance similarly... affecting all or substantially all senior management employees of the Company; (iii) a material change in the geographic location at which the Covered Employee provides services to the Company; or (iv) the material breach of this Agreement by the Company View More

Good Reason. Shall have the same meaning as "good reason" set forth in Section 4(c) of the Employment Agreement.

Good Reason. Means any material breach of this Agreement of any nature whatsoever by the Company.

Good Reason. Means the occurrence of any of the following events without the Participant's consent: (i)a material diminution in the Participant's title, authorities, duties or responsibilities; (ii)any reduction in the Participant's Base Salary, other than a reduction of not more than 15% implemented in connection with an across-the-board reduction affecting all similarly-situated executive employees of the Company; (iii)a change in the Participant's primary place of employment such that the Participant's... commute increases by at least 25 miles; (iv)the assignment to the Participant of duties or responsibilities which are materially inconsistent with any of the Participant's duties and responsibilities; (v)the failure of any purchaser (or an Affiliate thereof) in an Asset Sale by agreement in writing, to expressly, absolutely and unconditionally assume and agree to perform the Plan, in the same manner and to the same extent that the Company would be required to perform the Plan if no such Asset Sale had taken place; or 4 (vi)upon or within twenty-four (24) months following a Change in Control , (A) a reduction in the Participant's Base Salary in effect immediately prior to the Change in Control or (B) a material reduction in the sum of (1) the Participant's Target Bonus for the last completed fiscal year immediately prior to the Change in Control plus (2) the grant date fair value of equity or equity-based awards granted to the Participant under the Stock Plan for the last completed fiscal year immediately prior to the Change in Control; provided, that any of the events described in clauses (i) – (iv) and (vi) above shall constitute Good Reason only if the Participant provides the Company (or applicable employer following a Change in Control) with written objection to the event or condition within 90 days following the occurrence thereof, the Company (or applicable employer following a Change in Control) does not reverse or otherwise cure the event or condition within 30 days of receiving that written objection, and the Participant resigns employment within 30 days following the expiration of that cure period. View More

Good Reason. Means, for a Participant with an Agreement, the definition given to such term or a comparable term in such Agreement at the relevant time. If a Participant is not covered by an Agreement that defines 'good reason' or a comparable term at the relevant time, then the Participant shall have no right to terminate employment for Good Reason under this Plan.

Good Reason. Any significant diminution in the Grantee's title, authority, or responsibilities from and after such Reorganization Event or Change in Control Event, as the case may be, or any material reduction in the annual cash compensation payable to the Grantee from and after such Reorganization Event or Change in Control Event, as the case may be, or the relocation of the place of business at which the Grantee is principally located to a location that is greater than fifty (50) miles from its location... immediately prior to such Reorganization Event or Change in Control Event. Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason unless (x) the Grantee gives the Company notice of termination no more than ninety (90) days after the initial existence of such event or circumstance, (y) such event or circumstance has not been fully corrected by the Company within thirty (30) days of the Company's receipt of such notice and (z) the Grantee's termination occurs within sixty (60) days following the Company's receipt of such notice View More

Good Reason. Service Provider's termination of Service Provider's Services within thirty (30) days following the end of the Company's Cure Period (as defined below) as a result of the occurrence of any of the following without Service Provider's written consent: (i) a material diminution in Service Provider's annual base salary or annual base consulting fee, as applicable; (ii) the assignment to Service Provider of duties that are materially inconsistent with Service Provider's duties that results in a... material diminution of Service Provider's duties with the Company in effect immediately prior to such assignment; (iii) a material diminution in Service Provider's authority, responsibilities, or job title; (iv) a material change in the location of Service Provider's primary place of work (if Service Provider has been assigned a primary place of work) to a location more than thirty (30) miles from Service Provider's primary place of work immediately prior to such change and that is further from Service Provider's residence; provided, however, that Service Provider must provide written notice to the Company of the condition that could constitute a 'Good Reason' event within sixty (60) days following the initial existence of such condition and such condition must not have been remedied by the Company within thirty (30) days (the 'Cure Period') of such written notice. To the extent Service Provider's primary work location is Service Provider's residence due to a shelter-in-place order or similar work-from-home arrangement that applies to Service Provider, Service Provider's primary place of work, from which a change in location under the foregoing clause (iv) will be measured, will be considered the Company's office location where Service Provider's Service primarily was based immediately prior to the commencement of such shelter-in-place order or similar work-from-home arrangement. View More

Good Reason. Any significant diminution in the Executive's duties, authority, or responsibilities from and after the Change in Control Event (which shall be deemed to have occurred if the Executive ceases to be the Chief Financial Officer of the Company as a standalone publicly-traded company as a result of the Change in Control Event) or any reduction in the annual base salary payable to the Executive from and after such Change in Control Event or the relocation of the place of business at which the... Executive is principally located to a location that is greater than 50 miles from its location immediately prior to the Change in Control Event. View More

Good Reason. That either the Company is in breach or default with respect to any material obligation under this Plan (including the obligation to require a successor to assume the Plan pursuant to Section 13) or the Participant, without prior written consent: (a) has incurred a material reduction in base salary, authority, duties or responsibilities; or (b) has been provided notice that his principal place of work will be relocated to a different Hawaiian Island or to a place more than 50 miles from the... Participant's base of employment. Provided in each case, that no event or circumstance described in this Section 2.19 shall constitute Good Reason unless (i) the Participant provides the Company notice thereof within ninety (90) days after the occurrence or existence of such event or circumstance, (ii) the Company fails to cure such event or circumstance within thirty (30) days after delivery of such notice and (iii) the Participant's employment with the Company terminates within thirty (30) days after the expiration of such cure period View More